Proposals of the Board of Directors of Tietoevry Corporation to the Annual General Meeting to be held on 24 March 2026

Tietoevry (proposed name change to Tieto Oyj) has proposed an EUR 0.88 per-share dividend for FY2025 payable in two EUR 0.44 instalments, a board authorization to repurchase up to 11,800,000 shares (~10%), and an authorization to issue up to 11,800,000 shares (with up to 1,200,000 for incentive programmes). The Board also proposes delisting the company’s parallel listing on the Oslo Børs to simplify listing structure and cut costs, re-election of Deloitte as auditor and sustainability assurance provider, and governance amendments to allow election of a Vice Chair at the AGM on 24 March 2026; the company reports ~EUR 2bn annual revenue and ~14,000 employees. These measures increase shareholder returns and flexibility while potentially reducing Norwegian liquidity for the stock.

Analysis

Market structure: The board’s EUR 0.88/share dividend (two x EUR 0.44) and authorization to repurchase up to ~10% of shares (~11.8m) is a clear capital-return tilt that reduces free float and should support EPS and near-term buy-side demand concentrated on Nasdaq Helsinki. Oslo liquidity will likely fall (modest trading historically) and costs fall for Tieto, advantaging holders in Finland/Sweden; Norwegian market makers and Oslo-listed liquidity providers are the direct losers. Net effect: tighter listed supply and modestly higher bid-side pressure for 3–12 months, with expected price support equivalent to a potential ~5–12% EPS uplift if a meaningful portion of the 10% buyback is executed at current levels.

Risk assessment: Tail risks include shareholder pushback at the AGM (24 Mar 2026) blocking delisting/buyback, execution risk where authorization remains unused, or forced future dilution via the 10% issuance ceiling (1.2m reserved for incentives). Near-term (days-weeks) volatility centers around AGM vote and delisting application timing; medium-term (3–12 months) risk is transfer friction for VPS holders causing transient selling. Hidden dependency: market reaction depends on actual repurchase cadence and funding (cash vs. debt); a debt-funded buyback would degrade leverage metrics and credit spreads.

Trade implications: Direct play — establish a tactical long in Tietoevry (primary: Nasdaq Helsinki) sized 2–4% NAV ahead of AGM (enter by mid-March) to capture re-rating; hedge by buying a protective put if drawdown >7%. Options: buy a May–June call-spread (long ATM, short +15–20% strike) to lever upside around the AGM with limited premium outlay. Pair trade: long Tietoevry, short a larger pan-Nordic IT services name (e.g., EVRY/CGI equivalents listed on Oslo/Stockholm) to isolate capital-return alpha.

Contrarian angles: Consensus treats the delisting as cost-saving housekeeping; miss is potential short-term selling from Norwegian holders transferring shares — a >5% drop would be a buying opportunity because long-term EPS accretion from buybacks and sustained dividend yield (EUR0.88 ~ yield X% depending on price) is underpriced. Also monitor the unused 10% issuance capacity — if deployed for M&A/dilution, the positive thesis reverses; set a kill threshold if management issues >5% new shares within 12 months.

Key Decisions for Investors

• Establish a 2–4% NAV long position in Tietoevry (primary: Nasdaq Helsinki) before 16–20 March 2026 to position for AGM outcomes (dividend record date 26 Mar and buyback authorization); trim to half if AGM rejects delisting or buyback.
• Buy a May–June call spread (buy ATM, sell +15–20% strike) representing ~0.5–1% NAV to leverage potential re-rating post-AGM; cap max premium to <0.2% NAV and roll if AGM executes positively.
• If shares gap down >5% on VPS transfer selling or delisting noise, scale into additional 1–2% NAV (buy-the-dip), target a 10–20% absolute upside over 3–9 months driven by buyback/earnings accretion.
• Short 0.5–1% NAV in a larger Nordic IT services peer (select liquid Oslo/Stockholm-listed competitor) as a pair-trade hedge to isolate Tieto-specific capital-return upside; unwind if Tieto issues >2% new shares within 12 months.
• Monitor three hard triggers: AGM vote on 24 Mar 2026, delisting application filing (date), and any announced execution schedule for repurchases; if management funds buybacks with >€200m new debt, reduce exposure by 50%.