10 January 2025
Tietoevry Corporation STOCK EXCHANGE RELEASE 10 January 2025 13:00 EET
The Shareholders’ Nomination Board proposes to the Annual General Meeting 2025 that the meeting would decide as follows:
1 Remuneration of the members of the Board of Directors
The Shareholders’ Nomination Board proposes that the annual fees payable to the members of the Board of Directors elected by the Annual General Meeting be as follows:
In addition to these fees, it is proposed that the Chairperson of a permanent Board committee be paid an annual fee of EUR 20 000, and a member of a permanent Board committee be paid an annual fee of EUR 10 000. It is also proposed that the members elected by the Annual General Meeting will be paid EUR 800 for each Board meeting and for each permanent or temporary committee meeting. Further, it is proposed that the employee representatives elected as ordinary members of the Board of Directors be paid an annual fee of EUR 15 600 (2024: EUR 15 300, increase of approximately 2.0%) and the employee representatives elected as deputy members of the Board of Directors be paid an annual fee of EUR 7 800 (2024: EUR 7 650, increase of approximately 2.0%).
The Shareholders’ Nomination Board is of the opinion that increasing the long-term shareholding of Board members will benefit all the shareholders. Every member of the Board of Directors elected by the Annual General Meeting is expected to over a five-year period accumulate a shareholding in the company that exceeds his/her one-time annual remuneration.
The Shareholders’ Nomination Board therefore proposes that part of the annual remuneration may be paid in the company’s shares purchased from the market. An elected member of the Board of Directors may, at his/her discretion, choose from the following five alternatives:
The shares will be acquired directly on behalf of the members of the Board within two weeks from the release of the company’s interim report 1 January–31 March 2025. If the remuneration cannot be delivered at that time due to insider regulation or other justified reason, the company shall deliver the shares later or pay the remuneration fully in cash. The remuneration of the employee representatives elected as members of the Board of Directors will be paid in cash.
2 Number of the members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the company’s Board of Directors shall have eight members elected by the Annual General Meeting.
3 Election of the members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the current members of the Board of Directors Bertil Carlsén, Elisabetta Castiglioni, Tomas Franzén, Harri-Pekka Kaukonen, Gustav Moss and Petter Söderström be re-elected, and Nina Bjornstad and Marianne Dahl be elected as new members. Liselotte Hägertz Engstam and Katharina Mosheim have informed that they are not available for re-election. The Shareholders’ Nomination Board proposes that Tomas Franzén shall be re-elected as the Chairperson of the Board of Directors. All the proposed candidates have given their consent to being elected. The term of office of the members of the Board of Directors ends at the close of the next Annual General Meeting.
Nina Bjornstad (born 1977), a Norwegian citizen, is a professional board member and advisor at her own company, Sway Consulting AS. With over 20 years of experience working for technology pioneers such as Dell, Amazon, Microsoft, and Google, she has held various roles across the US, UK, and Western Europe. Currently, she serves as a Board member and Chairperson at BRP Systems AB and is also a Board member of Utopi Ltd, Mace Group Ltd and Telenor ASA. Bjornstad holds an M.Sc. in Finance and Economics from the University of Washington Foster School of Business. She is independent of the company and its significant shareholders. Currently, Bjornstad does not own any shares in Tietoevry.
Marianne Dahl (born 1974), a Danish citizen, is Senior Advisor with the Tech, Media, and Telco (TMT) Practice at Boston Consulting Group. She has previously served as Managing Director & Partner at Boston Consulting Group leading the Nordic TMT practice, as Vice President Sales, Marketing & Operations for Microsoft Western Europe and as Country CEO for Microsoft Denmark & Iceland. Marianne Dahl is an experienced commercial leader with over 20 years of TMT experience driving growth through sales, marketing, innovation, and product development, and she has more than five years’ experience serving on the boards of public listed companies. Dahl holds a M.Sc. in Economics and Business Administration from Aarhus University. She is independent of the company and its significant shareholders. Currently, Dahl does not own any shares in Tietoevry.
The members of the Board of Directors proposed to be elected are independent of the company and its major shareholders, excluding Petter Söderström, who is independent of the company but not of one of its major shareholders, Solidium Oy. The biographical details of the candidates and information on their holdings are available on the company’s website.
The Shareholders’ Nomination Board has considered the composition of the Board of Directors as to its overall structure as well as the individual members' versatile and mutually complementary professional expertise and experience. The Shareholders’ Nomination Board therefore proposes that the Board of Directors is elected as a whole.
In addition to the above candidates, the company’s personnel has elected two members to the Board of Directors. Employees have elected the following persons for the term of office that ends at the close of the next Annual General Meeting: Ilpo Waljus and Tommy Sander Aldrin with deputies Minna Kilpala and Anders Palklint.
4 Shareholders’ Nomination Board
The Annual General Meeting 2010 decided to establish a Shareholders’ Nomination Board to prepare proposals for the election and remuneration of the members of the Board of Directors to the Annual General Meeting.
The Shareholders' Nomination Board comprises four members nominated by the largest shareholders and the Chairperson of the Board of Directors. The largest shareholders of the company were determined on the basis of the shareholdings registered in the Finnish, Norwegian and Swedish book-entry systems on 2 September 2024 and received evidence thereof.
The composition of the Shareholders’ Nomination Board that prepared the proposals to the AGM 2025 is as follows:
Annareetta Lumme-Timonen, Investment Director, Solidium, Chairperson of the Shareholders’ Nomination Board of Tietoevry
Alexander Kopp, Investment Manager, Incentive
Alexander Svensson, Vice President, Cevian Capital
Mikko Lantto, Chief Technology and Development Officer, Ilmarinen, and
Tomas Franzén, Chairperson of the Board of Directors, Tietoevry.
The Shareholders’ Nomination Board shall report to the Annual General Meeting on how its work was conducted.
For further information, please contact:
Jussi Tokola, General Counsel, tel. +358 40 834 9376, email jussi.tokola (at) tietoevry.com
Tietoevry Corporation
DISTRIBUTION
NASDAQ Helsinki
NASDAQ Stockholm
Oslo Børs
Principal Media
Tietoevry creates purposeful technology that reinvents the world for good. We are a leading technology company with a strong Nordic heritage and global capabilities. Based on our core values of openness, trust and diversity, we work with our customers to develop digital futures where businesses, societies, and humanity thrive.
Our 24 000 experts globally specialize in cloud, data, and software, serving thousands of enterprise and public-sector customers in around 90 countries. Tietoevry’s annual turnover is approximately EUR 3 billion and the company’s shares are listed on the NASDAQ exchange in Helsinki and Stockholm, as well as on Oslo Børs. www.tietoevry.com