Tieto Oyj (HEL:TIETO)
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May 4, 2026, 6:29 PM EET
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AGM 2021

Mar 25, 2021

Tomas Franzén
Chairperson of the Board, Tietoevry

Company's Board of Directors. To prevent the spreading of the COVID-19 pandemic, we were unfortunately not able to meet physically this time. I'm, however, confident that we shall all, that we all share the same concern and appreciate the measures taken to arrange this meeting in due time, but most of all in a manner that ensures the safety of all our shareholders and the company's personnel. After the formal AGM part, this webcast will continue with a Q&A session where you are able to present questions to the management. I hope that you can follow well and enjoy the presentations via the webcast. I will now hand over to the Attorney at Law, Mr. Seppo Kymäläinen, who acts as the Chairperson of this AGM.

Seppo Kymäläinen
Chairperson of the AGM, Tietoevry

Kiitän.

I want to thank the Chairman of the Board for his opening words, and I also want to welcome the audience of this webcast to follow the Annual General Meeting of Tietoevry Plc. And as the Chairman of the Board just said, the Board this year has decided that we will have exceptional, just advanced voting-based process to vote, and that is based on a so-called Temporary Act. And that has been done for the general meeting to be taking place in a predictable manner and also taking into account the health and safety of company stakeholders, personnel, and other stakeholders and shareholders. And according to the notice, you can follow this meeting through a webcast, but during the webcast, there's no real-time possibility to ask any questions or take the floor.

But after the actual AGM, there will be a separate webcast that was mentioned, will continue, and its question and answers where shareholders can ask questions to the company's management. That separate Q&A session is not part of the actual Annual General Meeting. The Annual General Meeting is mainly conducted in Finnish language, but we also have some English presentations. There is simultaneous interpretation into English of this, and you can follow interpretation through the webcast. And English?

In addition, there are presentations in English. The meeting can be followed in English through simultaneous translation over the webcast.

I will appoint Deputy General Counsel Esa Hyttinen of the company Tietoevry as the Secretary of this meeting. Tietoevry Shareholders' Nomination Board and its proposals to the Annual General Meeting have been published in a stock exchange release and the company's website on the 18th of December 2020. The Board of Directors' proposals to the Annual General Meeting have been published in a stock exchange release and also the company's website on the 17th of February 2021. These proposals have also been published as part of the notice to the meeting on 2nd of March 2021. It is noted that also otherwise the documents and information provided by the Companies Act and Securities Markets Act have been available to shareholders on the company's website according to the Companies Act and also on the website for the period required by the Companies Act before this meeting.

There's a deadline set for counterproposals, which is 5th of March 2021 at 6:00 P.M. afternoon. The company shareholders have not submitted any counterproposals for voting concerning the proposed resolutions of the agenda, and the shareholders have been able to put into the Temporary Act, ask questions as referred to in Chapter 5, Section 25 of the Companies Act on the matters to be discussed during the meeting until the 11th of March this year. The company has received one such question concerning remuneration of the management, and that question has already been answered on the company's website on the 16th of March.

And as it has been possible to participate in the general meeting only in advance, voting has been carried out on each matter on the agenda in accordance with the Temporary Act, and it has been possible to vote against each proposal on the agenda without making a counterproposal. A summary by Euroclear Finland of the votes cast in advance for voting will be attached to the minutes and the results for every item will be confirmed by the summary provided by Euroclear Finland. A shareholder may have failed to submit a voting instruction on each item, in which case he or she shall not be deemed to have been represented on that item. As a result, the number of shareholders and shares represented may not always be the same on all items.

In addition, the arrangement we have the Temporary Act due to the corona pandemic. We have Companies Act and the Temporary Act on exceptional procedures as for the meeting arrangement have complied with the company practices and recommendations of the Advisory Board of Listed Companies. The company and Euroclear Finland have confirmed that they have not become aware of any technical other problems or ambiguities related to advance voting or meeting procedure. And the shareholders' right to participate in the correctness of the vote have been verified in a manner comparable to an ordinary annual. And this will be noted into the minutes. We move on to the agenda. Item number three, election of person to scrutinize the minutes and to supervise counting of votes and person. Supervisor minutes or to supervise the counting of votes and scrutinize the minutes is as noted as General Counsel Jussi Tokola.

We now move on to item number four of the agenda, which is recording the legality. A stock exchange release on the company's website on the 2nd of March this year, and the registration for the meeting advance voting had to take place no later than the 19th of March this year by 4:00 P.M., and the nominee registered shareholders participating in the meeting had to be notified for the entry in the company's temporary shareholder register no later than the 22nd of March by 10:00 A.M. I have understood that no views on the legality of the meeting procedures have been presented to the company. No, Secretary. Secretary just confirmed that this is the right understanding. It is stated that the Annual General Meeting has been convened in accordance with the provisions of the Articles of Association, Companies Act, and the Temporary Act to limit the coronavirus epidemic.

And therefore, this Annual General Meeting is legal and consists of a quorum. The notice of the meeting, which contains the Board's proposal to the meeting and also Nomination Board proposals, are appended to the minutes. We move on to item number five, which is recording the attendance at the meeting and adoption of list of votes. Euroclear Finland has provided the company with a list of shareholders who have voted in advance either in person or through an authorized representative during the advance voting period and who have the right to participate in the meeting according to Chapter 5, Section 6, and 6A of the Companies Act. And we state according to Article 11 of the association no shareholder is allowed to vote at a general meeting with more than one-fifth of the votes represented at the meeting. So based on the advance voting, more than 14,771,661 votes.

It is noted that advance voting total of 321 shareholders participated representing a total of 70,388,307 shares and votes. The list of participants and the list of votes for the meeting are confirmed in the form provided by Euroclear Finland and will be appended to the minutes. It is noted that in addition to me, there's also the Chairman of the Board, Tomas Franzén, through remote access, the company's President and CEO, Kimmo Alkio, the Secretary of the Meeting, Esa Hyttinen, and also present to scrutinize minutes and supervise counting votes, Jussi Tokola, the Company's Responsible Auditor, Jukka Vattulainen remotely, and also as the service provider for registering voting, a representative of Euroclear Finland via remote access. We now move on to item number six of the agenda, which is presentation of the 2020 Annual Accounts report of the Board of Directors and the auditor's report.

The Chairman of the Company, Tomas Franzén, will now give an overview through remote access concerning the operation by the Board for financial period 2020.

Chairperson of the Board of Directors, Mr. Tomas Franzén, to give an overview of the work of the Board of Directors in 2020.

Tomas Franzén
Chairperson of the Board, Tietoevry

Thank you. With the following slides, I will summarize the activities of the Board and its committees in 2020. You can find more information on these topics from our Integrated Annual Report, which is available on our web pages. The Annual General Meeting 2020 re-elected nine Board members. Katharina Mosheim joined as a new member to the Board. On this slide, you can see the responsible Board members, including four members elected by the personnel. Many of the Board's activities are based on an annual plan. In 2020, the Board supported the management to ensure that the long-term merger synergies are achieved and Tietoevry to realize its great potential to create growth and value to the shareholders in the future. The global COVID-19 pandemic required rapid adoption to the new situation operationally, but also impacted on Board work.

All Board meetings since the first constitutive meeting have been arranged as video meetings. The Remuneration Committee held six virtual meetings in 2020. In addition to the normal responsibilities within the scope of its charter, the committee concentrated on reviewing and developing remuneration for the company. The Audit and Risk Committee convened via video six times. The main focus of the committee is to evaluate internal control and to ensure reporting, i.e., interim reports and financial statements. In 2020, the committee kept a close eye on the impacts of COVID-19 on the company's performance and monitored project management and quality.

Seppo Kymäläinen
Chairperson of the AGM, Tietoevry

Kiitän.

I want to thank the Chairman of the Board for this. Next, the company's President and CEO, Kimmo Alkio, who will give his report on the company's operations during financial year 2020. After that, Kimmo, please take the floor.

Kimmo Alkio
CEO, Tietoevry

Kiitoksia, yhtiökokouksen puheenjohtaja. Kiitoksia puheenvuorosta. And thank you for handing it over. And this session will be conducted in English for the benefit of our international audience. First of all, a very warm welcome on my behalf and on behalf of all Tietoevry employees to this year's Annual General Meeting. What an exciting and demanding year it has been in terms of our integration and the era during the pandemic. In this presentation, I'll share perspectives across market drivers, our performance, progress of our integration, and our way forward. I would like to begin with the consideration of what an exciting role we have as Tietoevry, as 24,000 professionals in the company. We have a very significant and meaningful role in the development of society in the digital world.

During the past few years, big progress has been made already in innovation and delivering personalized and intelligent experiences across all industries, across both public and private sectors, and much more is to come. In addition to creating these data-rich experiences with and for our customers, we have an active role in driving sustainability, ethics, and cybersecurity through smarter use of technology. This stride towards a data-driven world is very meaningful for us in Tietoevry and in full support of the main interest of all of our stakeholders from customers, employees, and shareholders in creating highly advanced, sustainable, and competitive societies. Our role is very meaningful and very exciting. Furthermore, when we look at the overall industry development, it is very interesting and very beneficial to companies such as Tietoevry as technology has become the core of transformation in the minds of all decision makers across all industries.

Traditionally, companies would have advanced their competitiveness by manufacturing products and services faster and cheaper. Nowadays, as reflected upon in the graph here, the adoption of data, adoption of intelligence is being embedded into all services across all industries. Even during the era of the pandemic, we have seen the digital adoption being accelerated by a multitude of three years visible in industries such as retail and healthcare welfare. Furthermore, the innovation in new technologies is already accelerating this type of digital adoption and change, and we anticipate further acceleration in the years to come through greater adoption and utilization of technologies such as cloud, such as data and analytics, such as open application programming interfaces, and edge computing.

These will also play to the business interest of Tietoevry as we are the advisor for our companies on the smartest adoption of new technologies at the appropriate point in time. The development in the market also provides very interesting opportunities for our Tietoevry. We have a significant presence and role in the Nordics, and Nordics being in the forefront of digital adoption in a multitude of industries, this gives us great insights into future businesses. Furthermore, we see additional opportunities through the combined capabilities in software businesses, higher scale, and further expansion potential. Overall, after one year of integration, we are convinced of the possibility to realize the full potential of the merger of our two companies, both in terms of growth, scale, and overall attractiveness in terms of a great place to be for our future employees.

The foundation we have already been able to create consists of 24,000 professionals working across approximately 20 countries, servicing enterprises, servicing the public sector, supporting our customers in their operations across approximately 85 countries around the world, and as Tietoevry, we bring highly advanced capabilities across these new technologies such as cloud, data, and the software capabilities for the benefit of our customers. With the combined capabilities and strengths we have, we see further expansion potential first in the Nordic countries and especially through our software and R&D-oriented services, greater expansion potential within the international markets. A very good foundation to build from and to take advantage of the global phenomenon of the digital agenda. The types of staging we have underway is best described in these three phases.

Year 2020 has been extensively about the year of integration, getting really going as Tietoevry, and I will add more insight to the actual integration that has taken place. And the second very interesting chapter taking place this year in 2021 is the enablement and acceleration of our growth agenda, and we believe further expansion and growth potential will further be materializing within the next few year time frame. And this type of staging in light of the merger, we believe will be very important and very competitive in the marketplace. Naturally, one very important priority for us is to consistently continue to improve our financial performance and shareholder returns. On a longer horizon, we have progressed fairly well, consistently improving profitability and cash flow with clear strengths also taking place last year in 2020.

Furthermore, we have provided attractive dividend payouts over the years for quite a long time, and this is very important. Increase in base dividend has been our dividend policy for several years. Furthermore, in the numbers, the merger is naturally visible in 2020 in the overall figures, while the 2019 dividend level has been and was impacted by the pandemic, as recognized in the payouts during last year, and overall, with this trajectory in mind and the importance of sustainable competitive improvement, sustainable improvement in companies' financial performance, we do believe that the dividend attractiveness and shareholder returns shall continue to be attractive and will be very high in the agenda for the company. Furthermore, we have upgraded our financial expectations at the Capital Markets Day session on the 3rd of December last year with the five major components regarding the target level.

Growth acceleration to 5% level by 2023, further improvement and positive development in adjusted profitability of 15%, and reaching the one-time items level of approximately 1% of revenues after this year being 2021, and from a leverage net debt EBITDA standpoint below 2 by the end of 2022, and to confirm the importance of the aim and target for sustainable dividend increase on an annual basis. With these considerations in mind and, in light of also the market development, our competitiveness as Tietoevry, we do firmly believe in continued attractive shareholder returns for the years to come. Next, I would like to spend a few minutes to share some of the practicalities of the full year 2020. Overall, solid performance in the midst of a very active integration and the pandemic.

Overall, the COVID-19 activities, a lot of attention paid around engagement, well-being of our employees, this enabling great care for the service levels and quality of the services delivered to our customers, and given the impact of the pandemic on companies' revenues, in our case approximately 3% impact on revenues, naturally we also did experience the need for additional cost control throughout the year. Furthermore, the very active agenda and high focus on integration continues to deliver on all major milestones, being well on schedule and also throughout the year being well on track in delivering our intended synergies, and during the year we also uplifted the outlook on total synergies.

Furthermore, and very important always, and I say especially in the year of integration, is to pay high degree of attention to the external market, winning business, winning market share, and we have been able to demonstrate competitiveness and customer trust both in terms of taking great care of our existing customers and winning some very important and interesting contracts, especially during the second half of 2020, and overall, financially solid performance and strong cash flow. Regarding the financials, revenues approximately EUR 2.8 billion, organic growth minus 2%, also in light of the aforementioned 3% impact from the pandemic, adjusted profitability EUR 355 million, 12.7%, reported profit EBIT at EUR 146.9 million, 5.3%, operative cash flow really strong at EUR 355 million, and also favorable development in the leverage of the company net debt to EBITDA 2.5 at the end of the year.

With these favorable developments in a challenging era of the pandemic, the Board is proposing to the AGM a dividend of 1.32 per share, representing a dividend yield of 4.9%, and overall consistent with the earlier considerations on the importance of the dividend attractiveness on a longer term for Tietoevry. I would furthermore like to add a little bit of insight into the combined businesses in Tietoevry as we report Tietoevry as a merged company now for the first full fiscal year. In an era of the digital consulting doing highly advanced work around cloud-native application developments, data and data analysis, data platforms, we had very clear improvement in profitability, pandemic impacting the revenue development. Cloud and Infrastructure business, a number of very transformative programs taking place throughout the year and also requiring very active cost structure management.

The cloud and infrastructure business was impacted by a few relatively large pre-merger lost customers. Industry Software also, in the midst of the pandemic, organic growth solidly maintained and very strong improvement in profitability. Financial Services Solutions nowadays are very much of a stronghold based on the combined assets within the company, very significant wins especially in the second half of last year with a very strong backlog as we entered 2021, well, favorable growth outlooks for the years to come, and we continue to invest for the sake of future scale and overall performance at a fairly fine level for last year. Product Development Services, clear improvement in profitability, while specifically the automotive sector within our PDS business impacted by the pandemic.

Overall, our development in the business is quite typical to what's happening in our industry, some businesses slightly more impacted by the pandemic, while very firm attention across Tietoevry on the importance of maintaining a competitive cost structure and maintaining our eye on future innovation and always eye on the ball regarding profitability. Furthermore, a few reflections on a very interesting year of integration. As many of the audience will remember, the merger of Tietoevry was announced on June 18, 2019. We did receive the authority approvals early December 2019 and went live on the 1st of January operationally as Tietoevry during Q1 and Q2 of last year, naturally high degree of attention in getting the Tietoevry operations live, organization, all the managerial appointments and the like, and we got going fairly fast and overall maintained a very, very high degree of attention on the operational integration of Tietoevry.

Furthermore, one interesting data point, which was in the Q2 report in July of last year, given the on-schedule execution overall of the integration, we not just confirmed the outlook on synergies, we actually uplifted the outlook of synergies from EUR 75 million to EUR 100 million level, and furthermore, during the 3rd and 4th quarter of last year, very operational duties, getting tools, processes, and overall employee engagement and cultural development very, very high on the agenda, and we reported the total development regarding integration and the company performance on February 17 in terms of the full year 2020 performance. Very interesting, great deal of learnings, and we have been able to stay very well on track with all earlier expectations regarding the potential of Tietoevry, and everything important continues to be on schedule regarding our total integration.

With this in mind, we continue to see the potential of not just meeting our expectations of the merger, but expanding the potential value in the years to come. Four main factors: the enriched service portfolio, the capabilities of 24,000 professionals, and overall market reach here in the Nordics, and over time potential for international expansion, especially through the new strengths in the total software businesses in the company. And we shall maintain our eye on the ball regarding integration and the delivery of the synergies in terms of ensuring the competitiveness of the firm, the cost structure competitiveness, and naturally to take care also of the shareholder interest very importantly. And overall, I would like to highlight that the value of the Nordic heritage overall has created a strong cultural foundation, which in many mergers can be a risk.

We believe this is actually an asset for Tietoevry that we have the type of an era and the culture on equality that we are able to well build from. As we have shifted into 2021, we have a few specific drivers that have naturally been deployed already within the company. First one relates to the earlier reflection on the market development. Technology is already at the core of our customers' decision making, our customers' investments, and overall agenda for competitiveness, investments being extensively driven by cloud, data, and automation areas which are well familiar to our company. Furthermore, I would like to also reflect briefly on the continued impact of the pandemic. We did experience impact especially in the second half of 2020.

So far, we anticipate based on the day-by-day knowledge of how the pandemic evolves, we anticipate the COVID-19 to continue to have impact especially through the first half of this year, and we are gearing our overall agenda and investments to be growing especially in the post-pandemic era. Overall, from an integration standpoint, our attention continues to shift towards a growth agenda, personal development, and overall innovation. With this in mind, I firmly believe also 2021 will be a year that we continue to sustainably develop the company's performance, realize value from the merger, and new value from 2021 to 2021 with the ambition of starting to grow and gaining market share.

One very important factor in any technology company, especially now in Tietoevry, as we have one year of integration behind us, we have a high degree of attention in creating a great place to be for Tietoevry professionals and for future talent. Four major factors that we continuously work on: one is the value base, openness, trust, and diversity. I also believe this is also working in terms of gaining greater trust from our customers as we are able to move faster and with a very open, transparent agenda in the engagement. Lifelong learning in the technology sector is very important, both self-driven by employees and naturally structured capabilities from the company standpoint. Purposeful work, we are supporting the development of the digital society across all industry sectors and supporting the sustainability agenda, which is becoming continuously more and more important.

And the importance also of the inclusive workplace and consideration for the future of work, and the era of the pandemic will profoundly change the way people work in the future. We believe we will be highly advanced in supporting new ways of working for the colleagues. To conclude the consideration on the inclusiveness and values, the uniqueness of Tietoevry and strengthen the integration that everything begins and ends with the consideration of utmost respect at the individual level and people helping each other to be successful and to also cope in the era of the pandemic. Sustainability is becoming very, very important in terms of every employee for all our customers, and we also believe from an investor standpoint. We have a highly attractive and advanced sustainability agenda with a couple of main components I'd like to highlight.

One has to do with the total diversity charter, and we have specifically highlighted our plan and target for gender balance to reach a 50-50% level by 2030. This is something we believe is very important again in terms of advancing the technology sector, advancing equality and diversity. The other one I would like to highlight is the 100% circularity, the reuse and recycling of the goods and services that we use in Tietoevry, our hardware, and as well as for our customers, and furthermore, I would like to highlight our target of 80% reduction of CO2 emissions by 2023.

So these are something that we have been working on consistently for a number of years, and we have a great deal of common experiences more and more. I'd say on a monthly basis with our customers, how we are tangibly together able to prove that we are doing smarter things through smarter use of technology and supporting the sustainability agenda of also our customers and to the benefit of our constituents. With this in mind, I'd like to show a short video on the importance and our drivers for sustainability.

We believe in a brighter future, one where data and technology advance the well-being of people and the environment. We believe in a future where enterprises contribute to the common good. Digitalization is our vehicle of change. Our professionals are our champions, driven by passion for innovation.

For us, equal opportunities, diversity, and inclusion are essential in creating an exciting workplace and fueling innovation. With technology, we have the power to shape the future, not just ours, but our customers too. By helping them to do better and more sustainable business, we set off a chain of good things, impacting businesses and societies alike. Change is not just an option, it's a necessity. Let's upgrade tomorrow, together.

I hope you enjoyed the video on sustainability. I believe we'll be hearing a lot more very cool stories of achievements Tietoevry will have with our customers in creating a more advanced, sustainable digital world. I hope you have enjoyed the CEO Summary and our CEO Overview, and I would like to summarize the main points in this CEO presentation.

The overall market development is something in the technology sector, taking advantage of the digital and data-oriented possibilities that will open up avenues for innovation and growth for the years to come. And this is something very exciting and important in the agenda for Tietoevry. With this in mind and with the combined capabilities of Tietoevry, we believe we are stronger than ever in terms of our competitiveness and over time opening up avenues for growth. We are meeting the expectations and plans on the innovation and look forward to further value expansion and will continue to sustainably work on the financial performance and drive for attractive shareholder returns. And I would like to finally mention, especially in the era of the pandemic, the importance of creating safe places for employees to work safely with our customers and everybody taking care of each other. Thank you.

Seppo Kymäläinen
Chairperson of the AGM, Tietoevry

Kiitokset.

Thank you, President and CEO Kimmo Alkio, for this review. As participation in this general meeting has been possible only in advance, I note that 2nd of March of this year, the website and also the stock exchange release have published the final statements, and the report of the Board of Directors and the auditor's report are deemed to have been presented as published, and these annual accounts and auditor's report documents will be appended to the minutes. We now move on to item number seven of the agenda, which is adoption of the annual accounts. In his report, the auditor did not have any remarks on the company's annual accounts, and it is noted that as for the vote, the number of participating shares and votes is 70,370,861 shares and votes, corresponding to about 59.4% of all shares and votes in the company.

All the votes were cast in favor of the approval of the accounts. As for the number of shares represented and they have not been voted on is 14,576. We can say that voting results based on that Annual General Meeting has approved the financial statements for financial period 1st of January 2020 till 31st of December 2020, and we will note this to the minutes of the meeting. We now move on to item number eight of the agenda, which is resolution on the use of profit shown on the balance sheet and payment of dividend.

The Board of directors have proposed to the Annual General Meeting that based on the balance sheet to be adopted for financial year and date to this year, last year 2020, a dividend totaling EUR 1.32 per share will be distributed in two installments of EUR 0.66 from the distributable funds of the company, as explained more in detail in the notice to the meeting. The first dividend installment will be paid to shareholders who on the record date, which is 29th of March, are recorded to shareholder register held by Euroclear Finland or by Euroclear Sweden or Euroclear Central in Norway. The dividend shall be paid beginning from 8th of April 2021.

The second dividend installment will be paid to shareholders who on the second record date for that dividend payment on 27th of December, recorded in the shareholder register held by Euroclear Finland or registered by Euroclear Sweden or Euroclear Central in Norway. And the second installment shall be paid starting from 6th of October. The proposal by Board of Directors is described in its entirety in the notice to the meeting, and it will be appended to the minutes. And it is also noted that in the vote, 70,388,307 shares and votes have participated, corresponding to about 59.4% of all shares and votes. And in favor, the number of shares was 70,297,887 votes, which corresponds to 99.87% about of votes cast. And then against, the votes number is 90,420 votes, which corresponds to 0.13% of votes cast. And all of the shares represented on this item have been voted on.

It is noted that based on this voting result, the Annual General Meeting has decided on the distribution of dividends in accordance with the Board's proposal. We now move on to item number nine of the agenda, resolution of the discharge of the members of the Board of Directors and the CEO from liability. The discharge from liability concerns all the persons who have acted through fiscal year as members of the Board or deputies or as CEO. It is noted that the number of votes or participating votes shares is 70,370,469 votes and shares, which corresponds to about 59.42% of all shares and votes in the company, and in favor of this were 70,345,969 votes, which corresponds to about 99.98% of the votes cast, and then against, 50,500 votes, corresponding to about 0.02% of the votes cast.

The number of shares represented on the item that have not been voted on is 14,576. Based on this voting result, the Annual General Meeting has decided to grant the discharge from liability until the financial period ending on the 31st of December 2020 to the persons who have been members or deputy members of the Board of Directors and CEO. We will now move on after this decision to item number 10 of the agenda, which is presentation and adoption of the remuneration report. On this item, the Chairperson of the Board of Directors and Remuneration Committee, Tomas Franzén, will briefly remotely present to us the company's approved report.

Tomas Franzén, to present the company's remuneration report, please.

Tomas Franzén
Chairperson of the Board, Tietoevry

Thank you, Mr. Chairman. Remuneration in listed companies is under continuous discussion and scrutiny. Companies are accountable to report on the remuneration timely and transparently.

This has been our approach for years, and therefore I wish to give you an overview of the remuneration at Tietoevry. The entire remuneration report is available on the web pages. Competition on skilled and productive individuals sets the baseline for remuneration policies. In the IT industry, the race for talent is of global nature. We shall not succeed unless we have the best and most motivated people working for us. Tietoevry reflects its remuneration practices against these requirements. Although financial rewards are not the only decisive factor, it's an important element to ensure that Tietoevry is on par with its competitors. In addition to succeeding in the competition of talents, it is evenly important to align the interests of the shareholders and management. These slides illustrate Tietoevry's different total reward elements and their purpose. Remuneration comprises four main components: base salary, benefits, short-term incentives, and long-term incentives.

In our remuneration, we carefully take into consideration established market levels and public discussions, and then continuously update our views to make well-founded decisions. In line with the reward structure of the previous slide, here you can see a summary of the President and CEO remuneration in concrete. The CEO's base pay is annually benchmarked against relevant Nordic and European companies and set to a competitive level. In 2020, it was EUR 777,000. Kimmo Alkio has done excellent work in Tietoevry's leadership, and we want to make sure that he is at our service also in the future. Kimmo's supplementary defined contribution pension plan with 23% company contribution for the CEO is well aligned with the Finnish market practice. The CEO's short-term incentives that are linked with the company's performance and shareholders' interest can range from 0 to max 150% annual base salary, and long-term incentives from 0 to 250%.

Performance criteria, their weighting, and other details on remuneration are visible on the web pages. On the right-hand side, you will see all payments delivered during 2020. Thank you.

Seppo Kymäläinen
Chairperson of the AGM, Tietoevry

Kiitän hallituksen puheenjohtajaa.

I would like to thank the chairman of the Board for this report. And it is noted that since participation in the general meeting has been possible only in advance, therefore stock exchange release from 2nd of March for the remuneration report considering Board of Directors and CEO remuneration policy and implementation of that, and also presentation of the remuneration of company's bodies for the financial year have been available on the company's website, and therefore we hereby deem that this has been presented as published. The remuneration report will be appended to the minutes.

It is noted that in this vote, the number of shares participated is 70,376,923 shares and votes, corresponding to about 59.43% of all shares and votes in the company. And the remuneration for that in favor, the number of shares was 46,394,704, which corresponds to about 80.13% of all votes, and against 13,982,176 votes, corresponding to about 19.87% of the votes cast. And the number of shares represented on the item that have not been voted on is 8,264. And according to the result of the vote, the Annual General Meeting has approved the remuneration report for 2020, and it is noted that the decision in the matter is advisory by nature. We now move on to item number 11 of the agenda, resolution of the remuneration of the members of the Board of directors.

It is noted that the Shareholders' Nomination Board proposes to the Annual General Meeting that as for the Board members elected here and also the employee representative elected as ordinary members, the remuneration will be kept at the same level as in 2020. The proposal by the Nomination Board in detail has been described in the notice to the meeting and also published on the stock exchange release, and the proposal as well will be appended to the minutes. And it is noted that as for the vote, the number of shares was 70,383,403 shares and votes, corresponding to about 59.43% of all shares and votes in the company. And the votes cast in favor were 70,363,043, corresponding to about 99.97% of the votes cast, and the number of votes against was 20,360 votes, which corresponds to 0.03% of the votes cast.

The number of shares represented on the item that have not been voted on is 1,894. It is noted based on this voting result that the Annual General Meeting has decided that the members to be elected to the Board of Directors shall be remunerated according to the proposal made by the Nomination Committee. We now move on to item number 12 of the agenda, which is resolution of the number of members of the Board of Directors. It is stated according to the Articles of Association, the company's Board of Directors consists of no less than six nor more than 12 members, and the Shareholders' Nomination Board has proposed to the meeting that the number of the members to be confirmed here should be 11.

This proposal has been published on the stock exchange release and also included in the notice, and it will be appended to the minutes. It is noted that the number of shares that participated was 70,282,369 shares and votes, corresponding to about 59.43% of all shares and votes in the company. The votes in favor were 70,347,582 votes, corresponding to about 99.95% of the votes cast, and the votes against this proposal, the number was 34,787 votes, corresponding to about 0.05% of votes cast. The number of shares represented on the item that have not been voted on is 2,618. Based on this result of voting result, the Annual General Meeting has decided according to the proposal by the Nomination Committee to decide the number of members of the Board of directors shall be eleven.

For the record, it is noted that Tietoevry has organized their personal representation according to the regulation across the Board of mergers, and the person has, in addition to the members elected at the Annual General Meeting, four permanent members and their personal deputies to the Board of directors.

Näin. Siirrymme asiakohtaan.

We will move to agenda item 13, election of members of the board of directors and chairperson. It shall be noted that the Shareholders' Nomination Board proposes to the Annual General Meeting that the current board members Tomas Franzén, Salim Nathoo, Timo Ahopelto, Harri-Pekka Kaukonen, Rohan Haldea, Liselotte Hägertz Engstam, Katharina Mosheim, Niko Pakalén, Endre Ragnes and Leif Teksum be re-elected. In addition, it is proposed that Angela Mazza Teufer be elected as a new board member.

The Shareholders' Nomination Board proposes that Tomas Franzén shall be re-elected as the Chairperson of the Board of Directors. It was noted that the term of notice of the board members ends at the close of the next Annual General Meeting. All the proposed candidates have given their consent to being elected. The proposal has been published by the stock exchange release, and it has been described in the notice to the meeting. The proposal shall be appended to the minutes. It is noted that 70,383,343 shares and votes have participated in the voting, corresponding to 59.43% of all shares and votes in the company. Votes for the proposal were 68,733,665 votes, representing 97.66% of the votes cast. And against the proposal were 1,649,600. 7,800 votes were cast against the proposal, corresponding to 2.34% of the votes cast.

The number of shares represented on the item that have not been voted on is 1,844. It is noted that based on the voting results, the Annual General Meeting has decided on the election of the members of the Board of Directors and the Chairperson of the Board of Directors, according to the proposal by the Nomination Committee. It was also noted that in addition to the above candidates, the company's personnel has elected four members, each with a personal deputy to the Board of Directors. It is noted that currently the representatives in the Board of Directors elected by the personnel are Tommy Sander Aldrin, deputy; Sigmund Ørjavik, Ola Hugo Jordhøy, deputy; Sigve Sandvik, Läral; Anders Palklint, deputy; Robert Spinelli; and Ilpo Waljus, deputy; Jenni Tyynelä. These representatives have been elected until the Annual General Meeting 2022. Next, agenda item 14: resolution on the remuneration of the auditor.

The Board of Directors has proposed to the AGM, as per the recommendation of the board's Audit and Risk Committee, that the auditor to be elected at the AGM be remunerated according to the auditor's invoice and in compliance with the purchasing policies approved by the committee. The proposal was published in a stock exchange release and is included in the AGM notice. It is noted that 70,384,137 shares and votes have participated in the voting, corresponding to 59.43% of all shares and votes in the company. For the proposal, 70,359,170 votes, corresponding to 99.96% of the votes cast, and against 24,967 votes, corresponding to 0.04% of the votes cast. The number of shares represented on the item that have not been voted on is 850.

Based on the voting results, the AGM has hereby decided to remunerate the auditor according to their invoice and in compliance with the purchasing policies approved by the Audit and Risk Committee. Moving on to agenda item 15, election of the auditor. The board of directors has proposed to the AGM, as per the recommendation of the board's Audit and Risk Committee, that the firm of authorized public accountants, Deloitte Oy, be elected as the company's auditor for the term ending at the close of the next AGM. Deloitte Oy has informed that the responsible auditor would continue to be Jukka Vattulainen, APA. It is noted that 70,383,376 shares and votes have participated in the voting, corresponding to 59.43% of all shares and votes in the company.

In favor of the board's proposal were 69,546,472 votes, representing 98.81% of the votes cast, and against the proposal were 863,904 votes, corresponding to 1.19% of the votes cast. The number of shares represented on the item that have not been voted on is 1,611. Based on the voting results, the AGM has decided in accordance with the proposal of the board of directors that the firm of authorized public accountants, Deloitte Oy, be re-elected as the company's auditor for a term ending at the closing of the next Annual General Meeting. Agenda item 16, authorizing the board of directors to decide on the repurchase of the company's own shares. The board of directors proposes to the AGM that the board of directors be authorized to decide on the repurchase of the company's own shares.

The proposal has been included in the AGM notice, and it has been available for the shareholders to review on the company website. The proposal by the board of directors shall be appended to the minutes. The approval of the proposal in this item, the amount of own shares to be repurchased shall not exceed 11,800,000 shares, which currently corresponds to approximately 10% of all the shares in the company. Only the unrestricted equity of the company can be used to repurchase own shares. The shares can be repurchased at a price formed in public trading on the date of the repurchase or at a price otherwise formed on the market. This authorization has been described in the notice to the meeting and on the web page of the company.

The authorization and the approval of the proposal in this item requires the majority of two-thirds of votes cast and shares represented in the meeting. It is noted that 70,374,919 shares and votes have participated in the voting, corresponding to 59.43% of all shares and votes in the company. Votes in favor of the proposal were 70,373,919 votes, representing 99.99% of the votes cast, and approximately 99.98% of shares represented in the item. These numbers may vary slightly, and 1,000 votes were cast against the proposal, which corresponds to 0.01% of the votes cast and shares as well. The number of shares represented on the item that have not been voted on is 10,418, amounting to 0.01% of shares represented in the item.

Based on the voting results, the AGM has hereby decided to authorize the board of directors to decide on the repurchase of the company's own shares according to the board's proposal. Agenda item 17, authorizing the board of directors to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares. The board has proposed to the AGM that the board be authorized to decide on the issuance of shares as well as on the issuance of option rights and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Limited Liability Companies Act in one or more installments. The proposal has been included in the notice to the AGM and has been available for the shareholders to view on the corporate website. The proposal shall be appended to the minutes.

Shares to be issued based on the authorization shall not exceed 11,800,000 shares, which currently corresponds to approximately 10% of the shares in the company. However, out of the above maximum amount of shares to be issued, no more than 950,000 shares currently corresponding to less than 1% of all the shares in the company may be issued as part of the company's share-based incentive programs.

Todetaan, että myös tämän ehdotuksen hyväksyminen edellyttää, että sitä kannattaa vähintään.

And also here, two-thirds of the votes cast must be in favor. It is noted that 70,381,984 shares and votes have participated in the voting, corresponding to 59.43% of all shares and votes in the company.

In favor of the proposal were 64,963,933 votes, representing about 92.3% of the votes cast, and 5,418,051 votes were cast against the proposal of the board of directors, corresponding to 7.7% of the votes cast. And the number of shares represented on the item that have not been voted on is 3,003. Based on the voting results, the AGM has hereby decided to authorize the board of directors to decide on the issuance of shares as well as other special rights entitling to shares in accordance with the proposal of the board. We move to the last agenda item 18, closing of the meeting. All items on the agenda have now been discussed. The minutes of the shareholders' Annual General Meeting shall be available for the shareholders to view at latest in two weeks, and that is the 8th of April 2020 at the latest.

On the corporate website, the AGM is hereby closed at 5:02 P.M. I thank the company and all shareholders who participated in the advance voting. The webcast will now continue with a separate informal event during which shareholders may present questions to the company management. This event is not part of the official Annual General Meeting. Company legal counsel Esa Hyttinen will now explain the procedures regarding this event. Esa, the floor is yours.

Kiitos. First of all, thank you Attorney at Law Seppo Kymäläinen for this AGM on behalf of the company and the shareholders. As stated, those following the meeting through the webcast now have the opportunity to present questions to the company management by writing them in the moderated chat function. We ask that you present the questions either in Finnish or in English. They will be simultaneously interpreted.

Kia Haring, Company Communications Officer, will be here moderating this event, and Chairperson of the Board of Directors Tomas Franzén and CEO Kimmo Alkio and CFO Tomi Hyryläinen represent the company in this event. Kia, the floor is yours.

Kia Haring
Head of Communications and Sustainability, Tietoevry

Seuraavana siis.

Next we have questions from the audience. We have the first question to CEO Kimmo Alkio. How the pandemic has affected company's operations?

Thank you for that question. The pandemic has impacted delivery operations in a diverse matter or manner. First, it has an impact on customers' businesses, and it also has changed from sector to sector. There are certain customers where we have seen that in their business they have delays in their decision-making. And therefore, last year we saw that as well. It actually affected our revenue about 3%. That is one thing.

The second thing is, of course, the way we operate as Tietoevry. We want to support our employees worldwide to operate remotely, to work remotely. We actually managed at the end of last year, March, to have 96% of employees working at distance within a three-week period of time. That has been very important to us in order for employees to work safely, and we were able to also guarantee high quality of our services for our customers. Therefore, they will continue to work in order to improve well-being at work. It is very important to consider carefully to see how our workers and employees manage during these challenging times. Thank you. The next question also to Kimmo Alkio, the CEO and President. What is the growth strategy outside Nordic countries?

Thank you for that.

Of course, we want first to grow in the Nordic countries. We think we can still win a lot from the markets, the markets we know well, and then to answer that good question of yours, first and foremost, the software business and in particular the product development services, so for these, we see that it is most likely and more quicker for us to have growth potential outside Nordic countries.

Next question going to CFO Tomi Hyryläinen. How are we going to improve profitability? What are the main core factors in order to reach your goals for growth of profitability?

Well, I think the person is referring to the profitability objective, which is 15% for 2023. Well, there are three core points to it. The first one is about acceleration of growth and also cost to scale benefits drawn from that.

The second one is about the operational mix of our business and developing that mix, which is weighted very much on the software business or functionalities where we have better profitability in average. The third point is EUR 100 million cost synergies to be fully implemented and our annual efficiency measures to be implemented as well. For instance, increasing automation in operations. That is very familiar to us in our own sector. It's annual cost continuous development work. These were the main points. Thank you for that.

Next question to CEO Kimmo Alkio. You have set as a goal of 50-50 gender balance by 2023. What are your measures you are going to do about it? And what does it require?

Equality and equal possibilities and chances is very important from many perspectives.

It is also very important to seek multiple skills diversity in order to develop even better and easier-to-use services in this digitalized society. So therefore, this idea for us that we are for equality and diversity in the company is something that I will believe will be a beneficial thing for all of us. In practice, we will take into account this in everything we do. This will require a long-term reflection. We have to be determined in our actions as well. We also cover universities. We have collaboration with universities here, and we want to also grow our operations perhaps outside the traditional engineering sectors like behavioral sciences, service design, and I think in future years we will further develop processes and methods to do that. We'll continue furthermore with CEO. Question. Has the board of directors considered share split in order to enhance shareholder value?

In Swedish kronor, the share is rather high. SEK 100, that is a psychological limit. The value has increased throughout the years.

Sure, the management and the board of directors can have different methods in place, and at the end of the day, it's the board of directors who decides on that. But we have believed for many years that we have this starting point where we improve the company's operational quality and thus growth and profitability. We make sure that we have this long-term share dividend-paying capability in the company. And I'm sure this has been a great source to create value for shareholders. And over time, of course, we have other methods that we can use. And if ever it is a relevant case or relevant thing, we will come back to that case by case. But so far, it has not been on the table. Thank you.

And we have furthermore one last question. You said that your goal is to accelerate growth. And what are your goals for growth? And what are the main measures, actions to achieve growth? Thank you for that. So indeed, earlier in the CEO review, I did go through a growth agenda that we have. And in particular, we are seeking growth up to 5% by 2023. And we consider that the market development as a whole enables us this. There are certain drivers for growth in our sector, and these are global ones. They're about cloud services, data analytics, automation. So certain sectors and also, of course, our software business, they all will enable this higher growth compared to what we have seen so far. One big factor here is always investments, how they have been targeted. We believe that we have good capability to invest.

And naturally, we're focusing the investments is something that we are working on consistently. And we want to target and focus our investments into those domains where we'll have not only growth, but where we'll see scale and growth together, meaning better profitability. These were all the questions this time. Thank you very much. And I give the floor back to CEO Kimmo Alkio.

Kimmo Alkio
CEO, Tietoevry

Lämmin kiitos.

I want to thank all shareholders very much for today's Annual General Meeting. And I hope that our review was valuable for you. And I do hope that in this virtual world, we were able to really connect to you. And since the physical face-to-face meeting is not possible, I do hope that the views of the company were clear for you. And that possibilities are excellent, I have to say.

Shareholders for joining us today in this virtual world.

And I sincerely hope the reflections, sharing, and insights we have shared have been meaningful to you today. And the market is very exciting. Tietoevry is a strong player in this industry. And we look forward to the future with a great deal of optimism. Thank you.

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