Qt Group Oyj — AGM Information 2018

Mar 13, 2018

The Decisions of Qt Group Plc's Annual General Meeting and the organizing meeting of the company’s Board of Directors

The Decisions of Qt Group Plc's Annual General Meeting and the organizing meeting of the company’s Board of Directors

Qt Group Plc Stock exchange release 13 March 2018 at 14:00 (EET)
Qt Group Plc's Annual General Meeting (AGM) held on March 13, 2018 adopted the
company's annual accounts, including the consolidated annual accounts for the
accounting period 1 Jan ‒ 31 Dec 2017, and discharged the Members of the Board
and the Chief Executive Officer from liability.

Payment of dividend
The AGM decided that based on the balance sheet to be adopted for the accounting
period ended December 31, 2017 no dividend will be paid.

Composition of the Board of Directors
The AGM decided to elect five members to the Board. Re-elected as Board members
were Robert Ingman, Leena Saarinen and Tommi Uhari. Jaakko Koppinen and Mikko
Marsio were elected as new members. At the Organizing Meeting held after the
General Meeting, Robert Ingman was elected as Chairman of the Board and Tommi
Uhari was elected as Vice Chairman of the Board.
The Board decided on the composition of the Board Committees as follows:
Audit Committee: Tommi Uhari (chairman), Jaakko Koppinen and Mikko Marsio.
Compensation and Nomination Committee: Leena Saarinen (chairman), Tommi Uhari
and Robert Ingman.

Remuneration of the members of the Board of Directors
The AGM decided that the monthly remuneration payable to the Board members
elected for the term until the close of Annual General Meeting 2019 shall be EUR
2,500, EUR 3,500 to the Vice Chairman of the Board, and EUR 5,500 to the
Chairman of the Board. In addition, the Chairman of each Board Committee will
receive a meeting fee of EUR 1,000 for every Committee meeting and in all other
respects all Board Members will receive a meeting fee of EUR 500 for every
meeting of the Board and Board Committee. In addition to the above mentioned
fees, the ordinary and reasonable expenses of Board members will be remunerated
according to the invoice.

Remuneration of the auditor
The AGM decided that the company's auditor will be reimbursed according to the
auditor's reasonable invoice.

Authorizing of the Board of Directors to decide on the repurchase and/or
acceptance as pledge of the company's own shares
The AGM authorized the Board to decide on the repurchase and/or acceptance as
pledge of a maximum of 2,000,000 of the company's own shares by using funds in
the unrestricted equity.
The Board shall decide on how the shares will be repurchased. The shares may be
repurchased otherwise than in proportion to the shareholdings of the current
shareholders. The authorization also includes the acquisition of shares through
public trading organized by Nasdaq Helsinki Ltd in accordance with its and
Euroclear Finland Ltd's rules and instructions, or through offers made to
shareholders.
The shares may be repurchased in order to improve the capital structure of the
company, to finance or carry out acquisitions or other arrangements, to carry
out the company's share-based incentive schemes, to be transferred for other
purposes, or to be cancelled.
The shares shall be repurchased for a price based on the fair value quoted in
public trading. The authorization shall be valid for 18 months from the issue
date of the authorization, i.e. until September 13, 2019 and it replaces any
earlier authorizations on repurchase and/or acceptance as pledge of company's
own shares.

Authorizing the Board of Directors to decide on a share issue and granting of
special rights entitling to shares
The AGM authorized the Board to decide on share issue and granting of special
rights pursuant to Chapter 10 Section 1 of the Companies Act, subject to or free
of charge, in one or several tranches on the following terms: The maximum total
number of shares to be issued by virtue of authorization is 2,000,000.
The authorization concerns both the issuance of new shares as well as the
transfer of treasury shares. By virtue of the authorization, the Board of
Directors is entitled to decide on share issues and granting of special rights
waiving the pre-emptive subscription rights of the shareholders (directed
issue).
The authorization may be used in order to finance or carry out acquisitions or
other arrangements, to carry out the company’s share-based incentive schemes and
to improve the capital structure of the company, or for other purposes decided
by the Board of Directors.
The authorization includes the Board of Directors' right to decide on all terms
relating to the share issue and granting of special rights including the
subscription price, its payment and its entry into the company's balance sheet.
The authorization shall be valid for 18 months from the issue date of the
authorization, i.e. until September 13, 2019 and it shall not replace any
earlier authorizations on share issue and granting of special rights.
Additional information:
Mika Pälsi, General Counsel, Qt Group Plc
Tel. +358 9 8861 8040, mika.palsi@qt.io

Distribution:
Nasdaq Helsinki
Key media
www.qt.io

Qt Group (Nasdaq Helsinki: QTCOM) is a global software company with a strong
presence in more than 70 industries and is the leading independent technology
behind millions of devices and applications. Qt is used by major global
companies and developers worldwide, and the technology enables its customers to
deliver exceptional user experiences and advance their digital transformation
initiatives. The company's net sales in year 2017 totalled 36,3 MEUR and it
employs some 300 people. To learn more, visit http://qt.io.

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