Qt Group Oyj

743700GO2XU2ZYYDKW672024-01-012024-12-31743700GO2XU2ZYYDKW672023-01-012023-12-31743700GO2XU2ZYYDKW672024-12-31743700GO2XU2ZYYDKW672023-12-31743700GO2XU2ZYYDKW672022-12-31743700GO2XU2ZYYDKW672022-12-31ifrs-full:IssuedCapitalMember743700GO2XU2ZYYDKW672022-12-31qtgroupoyj:Reserveforinvestedunrestrictedequitymember743700GO2XU2ZYYDKW672022-12-31ifrs-full:TreasurySharesMember743700GO2XU2ZYYDKW672022-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMemberiso4217:EURiso4217:EURxbrli:shares743700GO2XU2ZYYDKW672022-12-31ifrs-full:RetainedEarningsMember743700GO2XU2ZYYDKW672023-01-012023-12-31ifrs-full:IssuedCapitalMember743700GO2XU2ZYYDKW672023-01-012023-12-31qtgroupoyj:Reserveforinvestedunrestrictedequitymember743700GO2XU2ZYYDKW672023-01-012023-12-31ifrs-full:TreasurySharesMember743700GO2XU2ZYYDKW672023-01-012023-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember743700GO2XU2ZYYDKW672023-01-012023-12-31ifrs-full:RetainedEarningsMember743700GO2XU2ZYYDKW672023-12-31ifrs-full:IssuedCapitalMember743700GO2XU2ZYYDKW672023-12-31qtgroupoyj:Reserveforinvestedunrestrictedequitymember743700GO2XU2ZYYDKW672023-12-31ifrs-full:TreasurySharesMember743700GO2XU2ZYYDKW672023-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember743700GO2XU2ZYYDKW672023-12-31ifrs-full:RetainedEarningsMember743700GO2XU2ZYYDKW672024-01-012024-12-31ifrs-full:IssuedCapitalMember743700GO2XU2ZYYDKW672024-01-012024-12-31qtgroupoyj:Reserveforinvestedunrestrictedequitymember743700GO2XU2ZYYDKW672024-01-012024-12-31ifrs-full:TreasurySharesMember743700GO2XU2ZYYDKW672024-01-012024-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember743700GO2XU2ZYYDKW672024-01-012024-12-31ifrs-full:RetainedEarningsMember743700GO2XU2ZYYDKW672024-12-31ifrs-full:IssuedCapitalMember743700GO2XU2ZYYDKW672024-12-31qtgroupoyj:Reserveforinvestedunrestrictedequitymember743700GO2XU2ZYYDKW672024-12-31ifrs-full:TreasurySharesMember743700GO2XU2ZYYDKW672024-12-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember743700GO2XU2ZYYDKW672024-12-31ifrs-full:RetainedEarningsMember Annual Report 2024 Qt's cross-platform versatility, simulator efficiency, and multi-language productivity are all best-in-class and play an important role in the development of Roland's products. Yoshinobu Tatsui MANAGER, LIVE PRODUCTION DEVELOPMENT GROUP, SOFTWARE DEVELOPMENT DEPT. TECHNOLOGY & DEVELOPMENT DIVISION, R&D CENTER, ROLAND CORPORATION Qt Group | Annual Report 2024 3 Table of Contents Qt Group in 2024 ....................................................... 04 CEO’s Review ................................................................. 05 Board of Directors’ Report ....................................... 07 Consolidated Key Figures ........................................... 17 Sustainability Statement ............................................ 18 Financial Statements ................................................ 64 Consolidated income statement .......................... 65 Consolidated statement of financial position ................................................... 66 Consolidated cash flow statement ..................... 67 Consolidated statement of changes in shareholders’ equity ........................... 68 Notes to the Consolidated Financial Statements ................................................ 69 Parent company’s income statement ................ 98 Parent company’s balance sheet ......................... 99 Parent company’s cash flow statement .........100 Basic information on the parent company and accounting policies applied in the financial statements ..................................101 Notes to the parent company financial statements ...............................................102 Signatures to the Financial Statements and the Board of Directors’ Report ...................106 Auditor's Report ...................................................... 107 Assurance Report on the Sustainability Statement ........................... 113 Corporate Governance Statement 2024 .............. 111 Board of Directors ...................................................113 Management Team ..................................................117 Remuneration Report for Qt Group Plc’s Governing Bodies 2024 ................ 123 Information for Shareholders ................................128 This PDF report has been published voluntarily and is not an xHTML document compliant with the ESEF (European Single Electronic Format) regulation. investors.qt.io Qt Group | Annual Report 2024 4 Qt Group in 2024 Operating profit (EBIT) M€ 63.2 47.3M€ EBIT margin % of net sales 30.2% 26.2% Return on Investment 43.4% 35.6% Equity Ratio 81.6% 64.4% 1.40 € 2.26 Earnings per Share € 732 Personnel on Average 834 Operating profit (EBITA) M€ 71.2 55.4M€ EBITA margin % of net sales 34.1% 30.6% Net Sales M€ 20 9.1 180.7M€ 2023 2024 2019 2020 240 220 200 180 160 140 120 100 80 60 40 20 0 2021 2022 58.4 79.5 121.1 155.3 180.7 209.1 Qt Group | Annual Report 2024 5 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Qt Group continued to execute its growth strategy in 2024. Although we fell short of our net sales growth targets due to the chal- lenging market situation, our growth contin- ued and our profitability was at an excellent level. I would like to take this opportunity to thank our personnel, developer community, partners and customers — it has again been a pleasure to work with you throughout the year and build first-class software for the global market. Transformation into a multi-product company continued Our transformation into a multi-product company continued as planned during the year. We are now even more involved in supporting our customers in increasing their productivity throughout the entire product development process, from user interface design and software development to quality assur- ance and testing. The number of smart devices with a graphical user interface continues to grow. An impressive and seamless user experi- ence is a significant competitive advantage in the market. In October, we released a new product version of our software development platform, Qt 6.8. It includes numerous new fea- tures that significantly improve the developer experience and meet the development needs of demanding applications. CEO's Review Qt Group | Annual Report 2024 6 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Juha Varelius President & CEO Qt Group Plc our products comply with the Act and contribute to ensuring that the products developed by our customers are safe and secure throughout their entire life cycle. More strong partners and users We announced significant new partnerships in 2024. Going forward, Infineon's graphics-enabled microcontrollers will be available with Qt’s graphics solution and developer toolkit for building graphical user interfaces. We started a collaboration with Qualcomm Technologies, Inc. on the development of advanced graphical user interfaces and software quality assurance for industrial IoT devices. The col- laboration helps IoT manufacturers to significantly accelerate their devices’ time-to-market. We are now also part of LG Elec- tronics' automotive content platform, and are partnering with LG Electronics to embed the Qt software framework for appli- cation development in LG’s webOS-based in-vehicle enter- tainment platform. We also want to contribute to promoting the growth of the number of Qt professionals. Qt’s cooperation with educational institutions and the Qt Academy e-learning platform, estab- lished in spring 2023, continued to grow in popularity. The As the number of software applications increases, so does the need for automatic software quality assurance and testing. We continued to develop our Qt Quality Assurance product port- folio, which is used in quality assurance and testing in product development activities, and we increased the sales of the port- folio — also for product development processes in which Qt’s development environment and tools are not used. Our solution delivers significant savings in time and resources for software developers and accelerates time-to-market. Investments in growth and information security Qt Group’s excellent profitability enables growth investments in areas of strategic importance. We continued to invest in sales growth, and we expanded our sales focus particularly to the quality assurance and testing business and customers outside the Qt ecosystem. We also allocated investments to research and product development in all of our product areas. Our products enable our customers to work even more smoothly throughout their entire organization. Our growth investments, especially in strengthening our sales and R&D organizations, were reflected in an increase in the number of employees. We had 869 employees at the end of 2024. This represents a year-on-year increase of 12 percent. We also significantly increased our investments in informa- tion security in 2024. Our holistic approach covers all aspects of information security, by which we ensure the security of our operations, products and customers. We were awarded an ISO 27001:2022 certificate, audited and issued by KPMG, which verifies the security of Qt Group’s operational activi- ties and information with the help of an information security management system (ISMS). We also started preparing for the European Union’s Cyber Resilience Act. We want to ensure that number of licenses for students and teachers increased by 63 percent, and the number of Qt Academy users grew by 193 percent, which means tens of thousands of new users. We intensified our cooperation with educational institutions by launching a university network called University & Talent Network. Qt Group's growth continues Qt Group continued to grow in 2024. At comparable exchange rates, net sales increased by 15.7 percent year-on-year. Although net sales growth fell short of expectations, the operating margin (EBITA %) was excellent at 34.1 percent, or EUR 71.2 million. Sales of distribution licenses and consulting were lower than expected, but the steady growth of net sales accrued from developer licenses was a positive development. We are in a good position in the global embedded software markets, which hold significant potential. We are able to pro- vide our customers with even higher value-added solutions, and we are involved in their entire product development pro- cess, from user interface design and software development to quality assurance and testing. Our products enable our customers to work even more smoothly throughout their entire organization. Qt Group | Annual Report 2024 7 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Financial Reporting Net Sales Qt Group Plc’s net sales in 2024 amounted to EUR 209.1 million (EUR 180.7 million), representing a growth of 15.7 percent. Net sales of distribution licenses grew by 1.9 percent to EUR 45.0 million. License sales and consulting increased by 17.5 per- cent, while maintenance revenue decreased by 8.1 percent. The decrease in maintenance revenue is due Report of the Board of Directors Year 2024 in Brief • Net sales increased by 15.7 percent to EUR 209,1 million (EUR 180.7 million). At comparable exchange rates, net sales increased by 15.7 percent. • Operating profit (EBITA) was EUR 71.2 (55.4) million, or 34.1 (30.6) percent of net sales. • Operating profit (EBIT) was EUR 63.2 (47.3) million, or 30.2 (26.2) percent of net sales. • The number of employees was 834 (732) on average and 869 (775) at the end of the year. • Earnings per share were EUR 2.26 (1.40). The figures in brackets refer to the comparison period, i.e. the corresponding period in the previous year. The reporting complies with the International Financial Reporting Standards (IFRS). The percentage of change in net sales at comparable exchange rates is calculated by translating the net sales from the comparison period of 2023 with the actual exchange rates of the reporting period of 2024 and by comparing the actual net sales in 2024 with the net sales of 2023 calculated at comparable exchange rates. to Qt Group’s transition into a subscription license model. The effect of exchange rates on net sales for the January–December comparison period was EUR -0.1 million. At comparable exchange rates, net sales grew by 15.7 percent. EUR 1,000 1–12 2024 1–12 2023 Change, % License sales and consulting 197,141 167,776 17,5% Maintenance revenue 11,922 12,967 -8,1% Total 209,063 180,743 15,7% Of which distribution licenses 44,954 44,115 1,9% Qt Group | Annual Report 2024 8 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Profit Performance Qt Group’s operating profit (EBITA) for 2024 amounted to EUR 71.2 million (EUR 55.4 million), representing 34.1 per- cent of net sales (30.6%). Operating profit (EBIT) was EUR 63.2 million (EUR 47.3 million), representing 30.2 percent of net sales (26.2%). The company invested particularly in strengthening its sales and R&D organizations, which increased personnel expenses. Other operating expenses increased due to increased pur- chasing of external services and business travel. Qt Group’s profit before taxes was EUR 70.4 million (EUR 44.8 million) and profit amounted to EUR 57.3 million (EUR 35.5 million) in 2024. Taxes for the period under review came to EUR 13.0 million (EUR 9.4 million). Earnings per share for 2024 amounted to EUR 2.26 (1.40). EUR 1,000 1–12 /2024 1–12 /2023 Change, % Net sales 209,063 180,743 15.7% Other operating income 20 356 -94.3% Materials and services -3,920 -4,544 -13.7% Personnel expenses -98,022 -87,739 11.7% Depreciation, amortization and impairment (excl. Intangible assets arising from business combinations) -3,426 -3,161 8.4% Other operating expenses -32,515 -30,277 7.4% Operating result (EBITA) 71,199 55,379 28.6% EBITA-% 34.1% 30.6% Depreciation (Intangible assets arising from business combinations) -8,030 -8,030 0.0% Operating result (EBIT) 63,169 47,349 33.4% EBIT-% 30.2% 26.2% Qt Group | Annual Report 2024 9 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Financing and Investments Cash flow from operating activities was EUR 53.7 million (EUR 40.0 million) in the fiscal year. Qt Group's cash and cash equiv- alents totaled EUR 64.9 million (EUR 33.6 million) at the end of December. Qt Group’s consolidated balance sheet total at the end of the fiscal year stood at EUR 238.8 million (EUR 206.5 million). Cash flow from investments in the fiscal year was EUR -4.5 million (EUR -4.9 million). In 2024, the payment of earn-out liabilities from 2022 com- pleted Axivion acquisition was EUR 3.3 million. During third and fourth quarter of 2024, the earn-out liabilities were adjusted and positive profit impact of EUR 6.7 million was presented in other financial income. The equity ratio was 81.6 percent (64.4%) and gearing was -33.9 percent (-10.7%). Interest-bearing liabilities amounted to EUR 4.3 million (EUR 20.5 million) of which short-term loans accounted for EUR 2.1 million (EUR 18.5 million). During the fiscal year, return on investment was 43.4 percent (35.6%) and return on equity was 38.1 percent (33.9%). Acquisitions Qt Group did not carry out acquisitions in 2024. Research and Development Product development expenses are included in the result for the financial year in their entirety, and the company has no capitalized product development expenses on its balance sheet. Product development expenses during the financial year totaled EUR 29.5 million (EUR 22.4 million), representing 14.1 percent (12.4%) of net sales. Product development expenses increased by 31.7 percent year-on-year. There were, on average, 230 people working in product devel- opment during the financial year (206 people). Qt Group | Annual Report 2024 10 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Personnel In 2024, the number of the Group’s personnel was 834 (732) on average and 869 (775) at the end of the financial year. Personnel expenses during the financial year totaled EUR 98.0 million (EUR 87.7 million), representing an increase of 11.7 percent. At the end of the financial year, personnel working outside Finland represented 68 percent (71%) of the total. Changes in the Management Team Aleksina Shemeikka (b. 1979, M.Sc. Engineering, MBA), was appointed as Qt Group’s Senior Vice President, Software Quality Solutions and member of the Management Team effective from February 15, 2024. Laura Kilemet (b. 1979, Master of Science, Economics and Business Administration), was appointed as Qt Group’s Senior Vice President, People & Culture, and member of the Management Team effective from August 26, 2024. The previous SVP, People & Culture, Mari Heusala moved to other position outside the Company from August 23, 2024. Group Structure Qt Group Plc’s subsidiary responsible for its operations in Fin- land is The Qt Company Oy, which has subsidiaries in Norway, Germany, the United Kingdom, France, the United States, India, China and South Korea, as well as a branch in Japan. Personnel, on average 1-12 /2024 1-12 /2023 Change, % Finland 259 212 21.9% Rest of Europe 305 275 10.7% APAC 151 129 17.1% North America 120 115 4.7% Total 834 732 14.1% Qt Group | Annual Report 2024 11 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Reporting of Non-financial Information Qt Group’s Business Model Qt Group is a globally operating software company whose technology and tools enable enterprises to enhance the product development of mobile and desktop applications and embedded devices through every stage of the process, from user interface design to software development, quality assurance and deployment. Qt Group’s customers produce applications and embedded devices in more than 70 indus- tries in over 180 countries. The cornerstones of the com- pany's operations are a scalable and multi-platform product portfolio, long-term customer relationships, an international brand, and the expertise of employees and its development. More information about Qt Group's operations can be found in the sustainability statement. The company’s net sales are derived from subscription-based developer licenses and quality assurance licenses, as well as distribution licenses and consulting services. In 2024, Qt Group’s net sales amounted to EUR 209.1 million, and oper- ating profit (EBIT) was EUR 63.2 million. The number of per- sonnel was 869 at the end of 2024. Qt Group’s strategy is focused on expanding its business and creating long-term growth opportunities. The company executes growth invest- ments, particularly in R&D, sales, and the innovation of new solutions. Major Risks and Risk Management Qt Group’s risk management is a continuous process in which major risks are identified and assessed, after which the company determines the responsible persons and actions based on the potential significance of the risks. Risks are also assessed as part of the company’s ISO 9001-certified quality assurance system. The Audit Committee of Qt Group’s Board of Directors reviews the company’s risk assessment every six months. Risk management and the company’s internal con- trol are described in more detail in the Corporate Governance Statement included in the Annual Report. Qt Group has identified various customer risks as one cate- gory of major operational risks. Examples of customer risks include changes in customers’ payment behavior or sol- vency, and the potential weakening of the company’s nego- tiating position, especially in the case of large customers. Qt Group manages customer risk through the active develop- ment of the customer structure and the proactive preven- tion of potential risk positions. None of Qt Group’s customers account for more than 10 percent of the company’s annual net sales. In addition, Qt Group monitors customer satisfac- tion by means of surveys and takes customer feedback into account in its product development and other activities. The execution of Qt Group’s strategy requires success in recruiting experts, developing employee competence, and strengthening employee engagement. Personnel risks are managed by means of various employee benefits and incen- tive schemes, as well as a goal and development discussion process. Qt Group aims to promote the professional devel- opment of its personnel by investing in learning on the job and by maintaining descriptions of the responsibilities and requirements of different roles, which supports career plan- ning within the company. The personnel’s satisfaction and commitment to Qt Group are evaluated annually by a third- party survey that measures the most significant issues from the personnel’s perspective and the company’s performance in those areas. The personnel survey provides employees with the opportunity to give anonymous feedback to the company’s management. The results are used in developing the company’s operations, particularly at the team and busi- ness unit levels. Qt Group keeps a close eye on technology and IT trends in order to provide its customers with future-proof application development tools and maintain its competitive position in a rapidly changing industry. Qt technology is developed, and new features are added by both the R&D teams and the soft- ware developers in the open-source community. The active engagement of the open-source community steers develop- Qt Group | Annual Report 2024 12 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration ment efforts and supports the quality assurance of Qt tech- nology. Qt Group’s strategy includes the possibility of acqui- sitions, where careful due diligence is carried out to ensure that any acquired technologies are of sufficiently high quality. Risks typical to the software business, relating to the appro- priate protection of intellectual property rights and the poten- tial violation of the rights of other IPR holders, are managed through extensive internal policies, terms of conditions of all agreements, and appropriate follow-up and analysis. Data security risk is managed through the continuous devel- opment of working models, security practices, and processes. The company has mandatory training for personnel on infor- mation security awareness and practicalities. Completion rate of the training is monitored. Qt Group conducts regular vul- nerability audits of critical systems and assesses data secu- rity risks and their management on a quarterly basis. Risks and risk management related to the company’s finances and financing are described in the Corporate Governance Statement and the Notes to the Consolidated Financial State- ments. Sustainability-related risks and their impacts on the com- pany are separately discussed in the sustainability statement on page 18. Share and Shareholders At the end of the financial year, Qt Group held 79,000 trea- sury shares, representing 0.3 percent of the total number of listed shares. On December 30, 2024, the number of Qt Group Plc shares outstanding was 25,391,211 (25,319,211). On December 30, 2024, the company had a total of 38,207 shareholders, including nominee-registered shares, according to Euroclear Finland Oy. The company didn’t receive flagging notifications in 2024. Share Price and Turnover Qt Group Plc’s share (trading code: QTCOM) is listed on the main list of the Nasdaq Helsinki stock exchange. A total of 12,195,992 shares were traded in Nasdaq Helsinki during the reporting period. This accounts for 48.0 percent of the total number of shares. The volume-weighted average price of the share was EUR 76.12, with the lowest price being EUR 58.00 (January 5, 2024) and the highest price EUR 97.15 (September 2, 2022). The closing price at the end of December was EUR 67.20 per share, and Qt Group’s market capitalization was EUR 1,706 million. Qt Group | Annual Report 2024 13 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration 10 largest shareholders on December 30, 2024 Shareholder Number of shares and votes Percentage of shares and votes, % Ingman Development Oy Ab 5,460,000 21.4 Skandinaviska Enskilda Banken Ab (Publ) Helsinki branch 5,064,299 19.9 Ilmarinen Mutual Pension Insurance Company 1,603,165 6.3 Citibank Europe Plc 857,714 3.4 Varma Mutual Pension Insurance Company 759,491 3.0 Savolainen Matti 452,785 1.8 Karvinen Kari 425,000 1.7 Varelius Juha 400,982 1.6 Elo Mutual Pension Insurance Company 378,000 1.5 Uhari Tommi 358,266 1.4 Total 15,759,702 61.9 * Nominee registered Distribution of holdings by number of shares held on December 30, 2024 Number of shares Percentage of shareholders, % Percentage of shares and votes, % 1–100 81.0 3.4 101–1 000 16.9 7.3 1 001–10 000 1.8 6.7 10 001–100 000 0.2 10.2 100 001–1 000 000 0.1 24.7 1 000 001–9 999 999 0.0 47.6 Total 100.0 100.0 Shareholding by sector on December 30, 2024 Shareholder by sector Percentage of shareholders, % Percentage of shares, % Non-financial corporations 4.1 25.7 Financial and insurance corporations 0.2 27.9 General government 0.0 12.2 Not-for-profit institutions 0.4 1.1 Households 94.9 28.2 Foreign holding 0.3 4.9 Including nominee-registered 0.1 24.8 Information on shareholding is based on data by Euroclear Finland Oy. Qt Group | Annual Report 2024 14 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Governance Qt Group Plc's Annual General Meeting (AGM) held on March 12, 2024, adopted the company's financial statements, including the consolidated financial statements for the accounting period 1 January–31 December 2023, reviewed the Remuneration Policy and Remuneration Report for com- pany’s governing bodies and discharged the Members of the Board and the Chief Executive Officer from liability. The AGM decided that based on the balance sheet to be adopted for the accounting period ended December 31, 2023, no divi- dend will be paid. The AGM decided to elect six members to the Board. Robert Ingman, Marika Auramo, Matti Heikkonen, Mikko Marsio and Mikko Välimäki were re-elected and Elina Anckar was elected as Board members. At the Organizing Meeting held after the General Meeting, Robert Ingman was elected as Chair of the Board and Mikko Marsio was elected as Vice Chair of the Board. 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 unre- stricted equity. The Board shall decide on how the shares will be repurchased. The shares may be repurchased other- wise 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 cap- ital structure of the company, to finance or carry out acqui- sitions 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 12, 2025 and it replaces any earlier authorizations on repurchase and/or acceptance as pledge of company's own 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 enti- tled to decide on share issues and granting of special rights waiving the pre-emptive subscription rights of the share- holders (directed issue). The authorization may be used in order to finance or carry out acquisitions or other arrange- ments, to carry out the company’s share-based incentive schemes and to improve the capital structure of the com- pany, or for other purposes decided by the Board of Direc- tors. 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 authori- zation shall be valid for 18 months from the issue date of the authorization, i.e. until September 12, 2025 and it replaces any earlier authorizations on share issue and granting of spe- cial rights. Corporate Governance Statement Qt Group Plc has published on its website a Corporate Gov- ernance Statement report that has been prepared in accor- dance with the Governance Code for Listed Finnish Compa- nies 2025 (“Governance Code”) and chapter 7, section 7 of Finnish Securities Market Act (746/2012). This Statement has been issued separately from the Board’s operating and financial review. Qt Group | Annual Report 2024 15 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Events after the Review Period On 13 February 2025, the Board of Directors of Qt Group Plc released a new share-based incentive plan for the com- pany’s key employees. The purpose of the incentive plan is to align the goals of the shareholders and the company's management to develop the company's value, and to commit the company's management and key personnel to the com- pany and achieving the company's strategic goals by offering them a competitive long-term incentive plan. Members of the company's Board of Directors are not included in the incen- tive plan. The new performance-based incentive plan covers the years 2025-2027. The applicable performance criteria are based on the company's revenue growth during the measurement period ending at the end of 2027, as well as annually set strategic targets, each with a one-year measurement period. Risks and Business Uncertainties Qt Group’s risks and uncertainties are related to potential sig- nificant changes in the operating environment of the com- pany and its customers, and Qt Group’s ability to execute its strategy. Qt Group’s solutions increase productivity in the product development process of mobile and desktop applications, and embedded devices with graphical user interfaces from user interface design to software development, quality assur- ance and deployment. Qt Group operates in a highly competi- tive industry that is characterized by the rapid emergence and development of various new technologies. The emergence and widespread adoption of significant new technology can potentially reduce the demand for Qt’s technology. Qt Group’s distribution license revenue depends on the ability and capacity of the company’s customers to manufacture products and devices with graphical user interfaces for the market. Disruptions in the customers’ global supply chains may create delays in the production processes of equip- ment manufacturers and reduce their production volume, which particularly affects net sales accrued from distribu- tion licenses. In addition to organic growth, the company also actively pur- sues inorganic growth through acquisitions that support its strategy. Qt Group may be subject to risks related to new markets as a result of acquisitions. The integration of acquired products, business operations and personnel also involve var- ious risks. Exchange rate fluctuations, particularly between the US dollar and euro, may have a large impact on the development of the company’s net sales. Another factor contributing to con- siderable fluctuation in quarterly net sales and profitability in particular is the contract turnaround times which, in the major customer segment, are very long at up to 18 months. Future Outlook Operating Environment and Market Outlook The company estimates the growth prospects for its business in the next few years as very promising. Qt Group expects that there will be strong demand for software design, develop- ment and quality assurance tools, especially in the automo- tive, consumer electronics, security, defense and aerospace, medical devices and industrial automation industries. Qt’s solutions for improving the productivity of software development and user interface design provide companies with the ability to respond to the growing requirements in the software market, driven by the exponential growth of the IoT market and the increasing speed of software development life cycles. As software becomes increasingly complex and incorporated into millions of everyday devices, the demand for quality assurance tools will grow. Qt Group expects that the quality assurance and testing automation markets will continue to grow in the future. Growth in the sales of developer licenses for devices with graphical user interfaces will also be reflected in the growth of net sales from distribution licenses. Distribution license revenue is based on the customer’s production volume, which is why Qt Group’s net sales can vary significantly from one quarter to the next. Increasing energy prices and a general economic slowdown may reduce the demand for the products of Qt’s customers Qt Group | Annual Report 2024 16 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration and, consequently, slow the growth of Qt Group’s business. The weakening of the global economic situation may also affect the solvency of the company’s customers. Also, geo- political risks add to the general uncertainty in the operating environment. Outlook for 2025 We estimate that the company’s net sales for 2025 will increase by 15–25 percent year-on-year at comparable exchange rates, and our operating profit margin (EBITA-%) will be 30-40 percent. The percentage of change in net sales at comparable exchange rates is calculated by translating the net sales from the comparison period of 2024 with the actual exchange rates of the reporting period of 2025 and by comparing the actual net sales in 2025 with the net sales of 2024 calculated at comparable exchange rates. Board of Directors’ Dividend Proposal Qt Group Plc's distributable funds on December 31, 2024, were EUR 44,803,542.16 of which the net result for 2024 was EUR 0.00. The Board of Directors proposes to the Annual General Meeting that no dividend be paid for the fiscal year that ended on December 31, 2024. Espoo, February 27, 2025 The Board of Directors of Qt Group Qt Group | Annual Report 2024 17 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration EUR thousand 31.12.2024 31.12.2023 31.12.2022 Net sales 209,063 180,743 155,318 Operating profit (EBITA) 71,199 55,379 42,249 EBITA, % 34.1% 30.6% 27.2% Operating profit (EBIT) 63,169 47,349 36,870 EBIT, % 30.2% 26.2% 23.7% Net profit 57,314 35,455 34,301 - % of net sales 27.4% 19.6% 22.1% Return on equity, % 38.1% 33.9% 49.6% Return on investment, % 43.4% 35.6% 41.5% Interest-bearing liabilities 4,316 20,513 28,159 Cash and cash equivalents 64,861 33,595 8,815 Net gearing, % -33.9% -10.7% 22.3% Equity ratio, % 81.6% 64.4% 52.8% Earnings per share (EPS), EUR 2.26 1.40 1.36 EPS adjusted for dilution, EUR 2.26 1.39 1.36 Consolidated Key Figures x 100 x 100 Calculation formulas for key figures Profit/loss before taxes - taxes Shareholders’ equity + minority interest (average) Return on equity (Profit/loss before taxes + interest and other financing costs) Balance sheet total - non-interest bearing liabilities (average) Return on investment: Interest-bearing liabilities - cash, bank receivables and financial securities Shareholders’ equity Gearing Shareholders’ equity + minority interest Balance sheet total - advance payments received Equity ratio x 100 x 100 Qt Group's Sustainability Statement 2024 General Disclosures ................................................... 19 General Disclosures (ESRS 2) ................................. 19 EU Taxonomy .........................................................................32 General Information ..................................................... 32 Taxonomy Information ............................................. 33 Social Information ...................................................... 37 Own Workforce (S1) .................................................. 37 Workers in the Value Chain (S2) ............................ 45 Governance Information ...........................................48 Business Conduct (G1) ............................................. 48 Entity-Specific Disclosure: Data Protection ....... 51 Content Index .............................................................. 53 Qt Group | Annual Report 2024 1919 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration General Disclosures (ESRS 2) BP-1 General basis for preparation of sustainability statements This ESRS sustainability statement has been prepared at the Group level and the scope of consolidation is the same as in the financial statements. The sustainability statement examines the company’s entire upstream and downstream value chain (see SBM-1 – Strategy, business model and value chain). General Disclosures GOV-1 The role of the administrative, management and supervisory bodies Qt Group Plc’s Board of Directors is responsible for preparing the company’s short-term and long-term strategies, taking into account the expectations of different stakeholders. The operational management, i.e. the CEO and the other mem- bers of the Management Team, is responsible for the com- pany’s business operations and governance in accordance BP-2 Disclosures in relation to specific circumstances This report presents the estimated effects of financial risks and opportunities on future cash flow, and these impacts involve significant uncertainties. The amounts are the CFO's estimates, and they have not been measured precisely. The Board of Directors had two (2) committees in the finan- cial year 2024: the Compensation and Nomination Committee and the Audit Committee. The Audit Committee of the Board of Directors is responsible for the oversight of tasks related to Qt’s sustainability reporting, including the oversight of sus- tainability impacts, risks, and opportunities. Responsibilities or processes related to the monitoring and oversight of the progress of impacts, risks and opportunities have not oth- erwise been separately specified in the company’s terms of reference or Board mandates. Dedicated procedures are not used for oversight for the time being. The oversight and monitoring process will be developed as part of risk management, among other things, starting from 2025. The management of impacts, risks and opportunities is reported as part of this sustainability statement, which is approved by the Audit Committee and the Board of Directors. The Management Team has operational responsibility for the development of HR, data protection and corporate culture, but no regular monitoring has been specified for their pro- gress thus far. with the instructions issued by the Board of Directors and the provisions of the Finnish Limited Liability Companies Act. The members of Qt’s Board of Directors and Management Team have extensive international experience in various man- agement and business-related roles. Qt has not separately defined the special competence or expertise of the admin- istrative, management and supervisory bodies with regard to the supervision of different sustainability matters. Qt has used external ESG experts as part of the double materiality assessment and sustainability reporting process. The Man- agement Team has participated in the assessment of the material themes, and the Audit Committee of the Board of Directors has discussed the progress of the CSRD project in its meetings and the Board of Directors has approved this sus- tainability statement. More information on the background and expertise of the members of the Management Team and the Board of Directors is provided in Qt’s Corporate Govern- ance Statement. There is no representation of employees in the administra- tive and supervisory bodies, but all members of the Manage- ment Team are employed by the company. All (100%) of the members of the Board of Directors are independent of Qt. Chair of the Board Robert Ingman is independent of Qt, but not independent of its major shareholders. Qt Group | Annual Report 2024 2020 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration GENDER DISTRIBUTION AT TOP MANAGEMENT LEVEL, N Governance body Female Male Other Not reported Total members Board of Directors 2 4 0 0 6 Management Team 3 (2) 7 (7) 0 0 10 (9) GENDER DISTRIBUTION AT TOP MANAGEMENT LEVEL, % Governance body Female Male Other Not reported Total Board of Directors 33% 67% 0 0 100% Management Team 30% 70% 0 0 100% * Average share during 2024 divided by the annual average (headcount). ** The number of the members in the Management Team increased by one during 2024. The numbers before appointment of Aleksina Shemeikka are presented in parentheses. *** The gender distribution (number of women in relation to the number of men) of the Board of Directors is 0.5. GOV-2 Information provided to and sustainability matters addressed by the undertaking’s administrative, management and supervisory bodies In 2024, the Audit Committee of the Board of Directors dis- cussed the progress of identifying and assessing sustain- ability impacts, risks, and opportunities in each of its four meetings. This included reviewing all impacts, risks, and opportunities as a whole. As the setting of targets, metrics and measures related to the impacts, risks and opportunities is still in progress, oversight processes have also not been specified and they are not regular items on the agenda of the Management Team or the Board of Directors. The integration of sustainability-related impacts, risks and opportunities into Qt’s risk management process has begun, but in the reporting period 2024, the administrative, management and supervi- sory bodies have not separately taken into account identified sustainability matters as part of strategic decisions. Qt has not yet systematically built a due diligence process, and its implementation has not been included in the agenda of the administrative, management and supervisory bodies. The Audit Committee has also discussed matters related to the company's own workforce (S1), business conduct (G1), and data protection on its agenda. Qt Group | Annual Report 2024 2121 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration GOV-3 Integration of sustainability-related performance in incentive schemes Qt does not have incentive or remuneration schemes related to sustainability matters. GOV-4 Statement on due diligence Qt has not yet systematically created or implemented a due diligence process nor has it been incorporated it into the gov- ernance model. However, the due diligence process is applied partially, and its steps are described in the following sections of this sustainability statement: • Engaging with affected stakeholders: ESRS 2 GOV-2, SBM-2, IRO-1, S1-2 & S2-2. • Identifying and assessing negative impacts on people and the environment: ESRS 2 IRO-1, SBM-3. • Taking action to address negative impacts on people and the environment: ESRS 2 MDR-A, S1-4, S2-3, G1-3. • Tracking the effectiveness of these efforts: ESRS 2 MDR-M, MDR-T, S1-5, S2-5 and S1 & S2 & G1 topic- specific metrics. GOV-5 Risk management and internal controls over sustainability reporting In 2024, Qt began to integrate sustainability-related impacts, risks and opportunities into its risk management. The process will continue in 2025 with an assessment of risks related to sustainability reporting; how easily and accurately the nec- essary information is available and how these risks should be taken into account in policies and practices. However, during 2024 Qt has not yet established a clear model or method for managing these risks or determining their order of priority. Qt Group | Annual Report 2024 2222 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration SBM-1 Strategy, business model and value chain Qt Group is an international software company whose main products and tools are the Qt development environment and quality assurance and testing solutions. The company’s prod- ucts support the customers’ product development process comprehensively. The products can be used either as an inte- grated chain or as separate tools and development environ- ments, depending on the customer’s needs. Qt’s customers operate in more than 70 industries. They produce devices and applications in the automotive, health technology, indus- trial automation, and consumer electronics industries, for example. Qt Group’s primary business operations consist of five parts: • Research and development related to products and services • Product management • Sales and marketing • Delivery (management & automation) • After-sales services (customer support, consulting and training) The core business is supported by the HR function, the cor- porate infrastructure (legal services, accounting and finance ) and technological infrastructure (external servers, databases and data) and procurement (professional services and IT ser- vices). For the production of its products and services (upstream value chain), Qt requires, for example, IT, product develop- ment, sales and marketing tools and tools used by employees (computers, phones, etc.). Products and services are delivered as software, tools and services tailored to customers’ various needs (downstream value chain). The EU and the United States both have restrictions on soft- ware exports. The export permit depends on the nature of the software and the country to which it is intended to be exported, and export is not necessarily permitted. Qt Group’s products do not contain any functionality that would make them subject to strict export regulations. The restrictions are mainly related to the economic sanctions currently in place. Qt's policy is that Qt's products or related technical informa- tion may not be exported, re-exported or transferred directly or indirectly to countries or entities that are subject to sanc- tions. Qt Group | Annual Report 2024 2323 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Interests and views of stakeholders Engagement methods Purpose of engagement Impacts on strategy and stakeholder relations Planned measures Informing the administrative, management and supervisory bodies Customers Sales, Customer Success, customer support, product managers’ contact with key customers, customer surveys about products and customer relationships. Creating value for customers through our products and services, ensuring customer satisfaction and collecting feedback to support continuous development. Incorporating feedback into product development, steering of strategic and operational decisions. Continuous development Yes Employees Personnel survey, orientation training, leadership training, individual development discussions, team meetings and team activities, regular business reviews, communication tools, culture-related efforts and remuneration. Employee well-being, strategy execution, dialogue between teams and management. Updated processes and policies, reviews of benefits, clearer communication and clear action plans. Continuous development Yes Board of Directors Board meetings, committee meetings and Annual General Meeting. The Board of Directors sees to the administration of the company and the appropriate organization of its operations. The Board of Directors draws up the agenda for its work and sees to its implementation. The Board also approves the company's strategy and operating model based on the proposal of the Management Team. Annual strategy work Yes Analysts Interim reports and financial statement bulletin, analyst seminars and roadshows. Analysts follow listed companies and write analyses. Participation in events proposed by analysts. - No Business and technology partners Recurring and occasional meetings online, at events and face-to-face, as well as management-level policy setting meetings on a case-by- case basis. Harmonization of product interoperability, establishment of marketing collaboration, training of partner networks to increase Qt awareness, promotion and indirect sales. Development and support of various partner products, budgeting, future tactics and strategy for product and demo development. Continuous development Yes Qt Group | Annual Report 2024 2424 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Engagement methods Purpose of engagement Impacts on strategy and stakeholder relations Planned measures Informing the administrative, management and supervisory bodies Open source community Qt Forum/Community Thorough testing of releases, community-enabled achievement of commercial readiness as quickly as possible by ensuring stability, versatility and quality. Bug fixes, new product releases and new product ideas for research and development. Continuous development No Shareholders Interim reports and financial statement bulletin, Annual General Meeting. Sharing information to shareholders about Qt’s operations and results. Shareholders have voting and decision-making power over the proposals discussed at the Annual General Meeting. Shareholders are informed of the strategy and business model at general meetings. No Holders of educational institution licenses Cooperation through Qt’s University & Talent Network: for example, visiting lectures, guidance and mentoring of student projects or event sponsorship according to the needs of the university. Close cooperation with universities and students promotes the growth of the Qt ecosystem and the number of skilled Qt users, thereby improving the coverage of Qt’s products, and reaching future employees. Regular reporting to product managers. Students receive information about job vacancies at Qt and in customer companies. Expanding Qt’s University & Talent Network over the next three years (including an annual event and increasing global visibility). No External consultants E-mail, monthly and quarterly contact calls, office visits, procurement expert visits to partners’ offices annually. Increasing business and visibility for both parties (suppliers and Qt Professional Services) and strengthening the Qt ecosystem. Improvement of contracts and price negotiations (regular meetings), maintaining and developing trust and long-term business relationships, better understanding of the supplier’s operations (audits). Continuous development Yes Qt has engaged all of the stakeholders listed above as part of the double materiality assessment. Qt Group | Annual Report 2024 2525 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration SBM–3 Material impacts, risks and opportunities and their interaction with strategy and business model In its double materiality assessment, Qt identified material sustainability impacts, risks and opportunities related to its own workforce (S1), external consultants (S2), business con- duct (G1) and data protection (entity-specific). Most signifi- cant impacts, risks and opportunities are related to Qt’s own workforce and business conduct, meaning its own opera- tions. External consultants are employees of Qt’s subcon- tracted service providers who typically provide support in the deployment of products and services in the down- stream value chain. Data protection (entity-specific disclo- sure requirement) relates to Qt’s subcontracting chain and to the users of its products. Of the material impacts, risks and opportunities identified by Qt, the failure of data protection is a significant business risk, which, if realized, could have significant effects on the compa- ny’s business. Data protection is an integral part of the com- pany’s risk management and processes. Qt also received the ISO27001 certification for its operations in 2024. Following the double materiality assessment, the more extensive integration of sustainability matters in risk man- agement was initiated in the fourth quarter of 2024. The purpose is to take sustainability risks and opportunities into account more extensively in the company’s decision-making and as a factor in strategy. The process will continue in 2025. Qt has identified material impacts on people, and they are described in more detail in the sections Own workforce (S1) and Workers in the value chain (S2). Qt has not identified material impacts related to environment. Qt’s strategy is focused on business expansion and the creation of long-term growth opportunities. The company invests in growth, particularly in product development, sales and the innovation of new solutions. The impacts on the company’s own workforce are linked to the strategy, as Qt’s employees who perform expert work implement the strategy in practice. The impacts related to workers in the value chain are also partly related to Qt’s business model. Data protection plays a significant role in all of Qt’s business operations. A more detailed assessment of the relationship between impacts, risks and opportunities and the strategy has not been carried out, and they have not yet been taken into account in strategy processes. Qt’s own operations affect its own workforce, corporate cul- ture and data protection. Impacts on external consultants (workers in the value chain) occur through business relation- ships. The external consultants are employed by Qt’s con- tracted service provider. Qt’s material risks or opportunities have not had a significant effect on its financial position, result or cash flows. The risks and opportunities have also not been identified as involving significant risks concerning the adjustment of assets. Qt has not conducted a separate resilience analysis on the company's capacity to address its material impacts and risks or take advantage of its material opportunities. Qt Group | Annual Report 2024 2626 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities Qt's material sustainability impacts, risks and opportunities were identified in a double materiality assessment process that was initiated in late 2023 and was completed in the second quarter of 2024. The project team included represen- tatives from Qt’s various functions (e.g. HR, legal, finance, pro- curement, communications), and the progress of the project was regularly communicated to the Management Team and the Audit Committee. In the assessment, the preliminary negative and positive impacts were first comprehensively assessed on the basis of all ESRS sub-topics and sub-sub- topics based on background material (including trend reports, benchmarking and ESRS standards) and internal interviews. The risks and opportunities in Qt's value chain were then assessed. In the preliminary assessment, a wide range of perspectives related to the environment, human rights and business con- duct were assessed in Qt's own operations and the value chain, related to, for example, pollution, water and marine resources, biodiversity and the circular economy, as well as corruption and bribery. The initial assessment was submitted to the Management Team for evaluation. Based on the Management Team’s assessments, a framework was created for a survey to be sent to stakeholders concerning sub-topics under the fol- lowing themes: E1 Climate change, S1 Own workforce, S2 Workers in the value chain and G1 Business conduct, as well as the entity-specific disclosure data protection. The stakeholder survey respondents included representatives of Qt's key stakeholders in the upstream and downstream value chain, i.e. employees, the open-source community, customers, subcontractors/business partners, educational institutions, Qt’s Board of Directors, shareholders, and ana- lysts. The material topics were determined on the basis of the stakeholders' responses and the management's assess- ment. A larger weight was assigned to the views of the Man- agement Team. For negative impacts, each of the variables related to severity (scale, scope and remediability) were assessed on a scale of 1–5, which meant that the maximum value for severity was 15. Likelihood was also assessed on a scale of 1–5, where the value of an actual impact that is already occurring is 15. The likelihood of impacts received the highest rating if it was defined as already occurring (actual impact). For posi- tive impacts, the scale, scope and likelihood were assessed on the same scale of 1–5. With regard to scale, the extent or severity of the impact on people, the environment or society was assessed, ranging from catastrophic (negative impact) or high significance (positive impact) to insignificant impact. The severity of the impacts related to business conduct was assessed on the basis of whether the impact increases (posi- tive impact) or reduces (negative impact) trust in the industry among the general public. With regard to scope, the geo- graphical coverage (local–global) and/or the number of people affected were examined. The irremediable character of the impact was assigned the lowest score if the impact was assessed to be easily remediated and the highest score if, for example, environmental damage or effect on human health cannot be remediated. The likelihood of an impact was assigned the highest score if the impact was identified as already occurring (actual impact). The assessment of impacts was followed by an assessment of the financial risks and opportunities that are associated with the sustainability topics or which may be caused by Qt's impacts on people and the environment, for example. For financial risks and opportunities, their likelihood and effects on future cash flows were assessed. The effects on cash flows were assessed from three different perspectives: effects on business relationships, resources (e.g. prices, avail- ability) and other effects on cash flows. The materiality of the impacts, risks and opportunities was determined by calculating the the total value of the variables and dividing it by the maximum value. The threshold value was defined as 0.5. Topics for which the score was 0.5 or higher were assessed to be material. Qt Group | Annual Report 2024 2727 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Qt’s material sustainability topics S1 – Own workforce Topic value Type Time horizon Materiality Working conditions Secure employment Positive impact Short 0.8 Working conditions Working time Positive impact Short 0.8 Working conditions Adequate wages Positive impact Short 0.7 Working conditions Social dialogue Positive impact Short 0.6 Working conditions Work-life balance Positive impact, opportunity Short, medium 0.9 Working conditions Health and safety Negative & positive impact Short 0.7 Equal treatment and opportunities for all Gender equality and equal pay for work of equal value Positive impact, opportunity Short 0.7 Equal treatment and opportunities for all Training and skills development Positive impact, opportunity Long 0.8 Equal treatment and opportunities for all Measures against violence and harassment in the workplace Positive impact Short 0.73 Equal treatment and opportunities for all Diversity Positive impact, opportunity Medium, long 0.67 Other work-related rights Privacy Negative & positive impact, risk, opportunity Short 0.67 S2 – Workers in the value chain Working conditions Health and safety Negative & positive impact Short, medium 0.6 G1 – Business conduct Corporate culture Negative & positive impact, opportunity Short, medium 0.8 Corruption and bribery Prevention and detection, including training Negative & positive impact, opportunity Medium, long 0.9 Corruption and bribery Incidents Negative impact Medium 0.5 Entity-specific Data protection Positive impact, risk Short 0.9 Qt Group | Annual Report 2024 2828 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration The double materiality assessment covered the Qt Group's entire value chain and all geographical areas, either through the company's own operations or through business relation- ships. The double materiality assessment will be carried out again on a regular basis to reassess material impacts, risks and opportunities. The monitoring of the material sustain- ability impacts, risks and opportunities will be implemented as part of risk management and internal controls. In Qt’s risk management model, risks are prioritized based on their like- lihood and the severity of the impact. Sustainability topics will be incorporated into the same prioritization of risk man- agement. Qt’s Management Team has been closely involved in identi- fying and assessing the materiality of sustainability impacts, risks and opportunities, and the Audit Committee of the Board of Directors has addressed the progress of the identification and assessment process of sustainability impacts, risks and opportunities, i.e. all impacts, risks and opportunities as a whole. Board of Directors approves the identified impacts, risks and opportunities. With regard to the monitoring of impacts, risks and oppor- tunities, the decision-making process needs to be updated. When sustainability impacts, risks and opportunities have been integrated into the risk management system, they will Disclosure requirement related to ESRS 2 IRO-1 – Description of the processes to identify and assess material climate-related impacts, risks and opportunities Climate-related impacts, risks and opportunities have been identified and assessed as part of Qt’s double materiality assessment. On a preliminary basis, the following were iden- tified as potential impacts: the role of Qt's products in the development of technologies and products that support cli- mate change adaptation (positive impact), CO2 emissions in the value chain (emissions caused by procurement and the use of products, negative impact) and the energy consump- tion of Qt's offices (negative impact). However, they did not exceed the materiality threshold in the Management Team’s assessment or stakeholder survey, and consequently did not emerge as material themes. In the preliminary evaluation of the double materiality assess- ment, the identified potential risks were physical risks caused by climate change (flood, extreme heat, storms, landslides) in production facilities in the value chain, and logistics prob- lems in supply chains due to shortages of raw materials orig- inating from climate change. The identified transition risks were rising energy prices and stricter climate regulations, which may increase costs related to calculating and reducing the carbon footprint, for example. However, the physical or transition risks did not exceed the materiality threshold in the Management Team’s assessment or stakeholder survey. The analysis did not take climate sce- narios into account or assess the sensitivity of the business to risks in more detail. The identification of climate impacts is based mainly on the energy consumption data of Qt’s offices (Scope 2 emissions) and, in part, emissions data on business travel (Scope 3 emis- sions). Based on Qt’s business model, the most significant part of the value chain’s CO2 emissions can be estimated to arise in the upstream and downstream value chain. How- ever, it is difficult — or even impossible — to collect reliable information about these steps, especially the use of the prod- ucts, as customers can use Qt’s products in many different ways as an applied component of different devices, services or products. As risks were only identified far along the supply chain, a more detailed scenario analysis has not yet been carried out. Qt intends to carry out a climate scenario analysis in 2025. also be incorporated into the Management Team’s operating practices. Qt Group | Annual Report 2024 2929 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Disclosure requirement related to ESRS 2 IRO-1 – Description of the processes to identify and assess material pollution-related impacts, risks and opportunities The impacts, risks and opportunities related to pollution have been identified and assessed as part of the double materi- ality assessment. In the assessment, the impacts, risks and opportunities in Qt's supply chain were comprehensively assessed on the basis of all ESRS sub-topics and sub-sub- topics (including microplastics, air, water and soil pollution, substances of concern), firstly on the basis of background materials and interviews. In the initial assessment, the recycling of IT hardware used by Qt in its activities was identified as a potential impact. An assessed potential negative impact was the emission of lead contained in hardware that might potentially be released into the environment if decommissioned equipment is not recy- cled appropriately, hence causing negative environmental impacts. However, the recycling of decommissioned IT equip- ment was identified as a positive impact, as Qt’s offices around the world are committed to appropriate recycling. The rise in prices of IT hardware was identified as a risk in a scenario where very harmful substances, such as lead, are banned. No financial opportunities were identified. However, none of these exceeded the materiality threshold in the Man- agement Team’s assessment or the stakeholder survey. Disclosure Requirement related to ESRS 2 IRO-1 – Description of the processes to identify and assess material water and marine resources-related impacts, risks and opportunities Impacts, risks and opportunities related to water and marine resources have been identified and assessed as part of the double materiality assessment. The consumption of clean water at Qt’s offices was identified as a potential impact on a preliminary basis. An increase in the price of clean water used at Qt's offices was identified as a risk. However, neither of these exceeded the materiality threshold in the Manage- ment Team’s assessment or the stakeholder survey. No significant impacts, risks or opportunities related to water and marine resources, i.e. surface and groundwater consump- tion, water withdrawals and discharges of water were iden- tified in Qt's value chain. Dependencies related to marine resources were also not identified. Members of the affected communities were not separately consulted for the assessment. Disclosure Requirement related to ESRS 2 IRO-1 – Description of processes to identify and assess material biodiversity and ecosystem-related impacts, risks and opportunities Impacts related to biodiversity and ecosystem have been identified and assessed as part of the double materiality assessment. The assessment examined how the company promotes direct drivers of biodiversity loss (e.g. climate change, land-use change, freshwater use change, sea-use change, invasive species, pollution), and impacts on the state of species, ecosystems and ecosystem services. The con- nection between the use of natural resources (IT equipment and other procurement) and land-use change and, conse- quently, biodiversity loss, were identified as a potential neg- ative impact in the preliminary assessment. However, this did not exceed the materiality threshold in the Management Team’s assessment or the stakeholder survey. Dependencies related to biodiversity and ecosystems have been identified and assessed as part of the double materi- ality assessment on the basis of background material and interviews. The identified dependencies on ecosystem ser- vices included, for example, the natural resources and min- erals used in computers and other procurement, and lunches served at the offices. Members of the affected communities were not separately consulted for the assessment. No material impacts, risks or opportunities related to pollution were identified. Qt Group | Annual Report 2024 3030 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Disclosure Requirement related to ESRS 2 IRO-1 – Description of the processes to identify and assess material resource use and circular economy-related impacts, risks and opportunities Qt's resource use and circular economy-related impacts, risks and opportunities have been identified and assessed as part of the double materiality assessment. The assessment took into account, among other things, required resources including upstream and downstream of resources related to services and products, as well as waste and waste manage- ment. Upstream of resources, such as the procurement of IT hardware and peripherals, and waste generated at the offices were provisionally identified as potential negative impacts. Rising prices of hardware and recycling were identified ini- tially as a potential risk, while cost savings achieved through efficient recycling were identified as an opportunity. How- ever, none of these exceeded the materiality threshold in the Management Team’s assessment or the stakeholder survey, and no resource use and circular economy-related material impacts, risks or opportunities were found in Qt’s value chain. Members of the affected communities were not separately consulted for the assessment. A more detailed assessment of systemic, transition or phys- ical risks or opportunities related to biodiversity and ecosys- tems has not been carried out. Members of the affected com- munities were not separately consulted for the assessment. As no material impacts related to biodiversity have been iden- tified, the company has also not found it necessary to imple- ment mitigating measures related to biodiversity. Qt Group | Annual Report 2024 3131 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration IRO-2 Disclosure Requirements in ESRS covered by the undertaking’s sustainability statements Climate change (E1) was not identified as a material theme for Qt. The conclusions were drawn on the basis of several factors. According to the view of the company's top man- agement and stakeholders, climate change and energy con- sumption were assessed as the least important among the topics assessed. In addition, Qt Group already takes the cli- mate impacts of energy use into account in many different ways. The company only uses data center providers, such as Equinix, that have ambitious sustainability targets. Qt also uses a low-carbon cloud service through Amazon Web Ser- vices (AWS), which is committed to switching to fully renew- able energy by 2025. Qt’s offices are located in modern build- ings located in urban areas. The buildings have infrastructure designed for energy saving, waste sorting facilities and good public transport connections. Although charging Qt’s products consumes electricity, it has only a minor impact on the energy consumption of the end-use of the products. However, climate change may emerge as a material topic in the coming years if new climate change-related impacts or financial risks or opportunities are identified in the process of updating the double materiality analysis. These potential topics may be related to, for example, increasing regulation. The process to identify and assess material impacts, risks and opportunities is described in General disclosures ESRS 2 section IRO-1. The list of data points and their locations in the report is doc- umented on pages 53-63. Qt Group | Annual Report 2024 3232 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration EU Taxonomy General information The EU Taxonomy is a classification system, the purpose of which is to steer funding toward activities that substantially contribute to the achievement of environmental objectives. Qt Group has an obligation to report the percentages of net sales (‘turnover’), capital expenditures and operating expen- ditures that constitute operations that are recognized by the taxonomy as economic activity that is potentially sustainable in terms of the environment, or that meet the relevant tech- nical screening criteria. The current taxonomy includes six environmental objectives. To be eligible for the taxonomy, an activity must meet the description of an economic activity included in the taxono- my classification. To be aligned with the taxonomy, an activ- ity must be classified as having a substancial contribution to at least one of the six environmental objectives without harming the others. To define the taxonomy eligibility and alignment and to gath- er evidence of potential substantial contribution, Qt Group has assessed the taxonomy eligibility of the Group activities. Through this process, the aim was to identify potentially eli- gible activities and review the technical screening criteria for each of the environmental objectives for all relevant busi- ness activities. Qt Group has not identified taxonomy eligible financial activities, so the company has not identified activi- ties where eligibility could have been determined. As the EU taxonomy is still being developed, Qt Group con- stantly monitors its activities in relation to taxonomy report- ing requirements. The new functions according to the crite- ria of the new environmental goals of the future versions of the taxonomy may affect the taxonomy eligibility and align- ment of the Qt Group functions, in which case the fulfillment of the criteria will be re-evaluated. Taxonomy eligible turnover Based on the review of the financial activities currently in- cluded in the taxonomy classification, Qt Group's business is included in the European Commission Delegated Regulation (2021/2139) activity 8.2 Computer programming and con- sulting services and related activities (NACE J62). Activity 8.2 is not defined as an enabling activity in the taxonomy. Accord- ing to the company's assessment, 0 percent of the compa- ny's turnover is taxonomy-eligible according to the current taxonomy, and 100 percent is ineligible. In addition, 0 percent of the company's turnover is taxonomy-aligned and 100 per- cent is non-taxonomy-aligned. Taxonomy eligible capital expenditures Regarding operating expenses, Qt Group has defined busi- ness expenses (denominator), EUR 144.9 million. Operating expenses include the company's business expenses during the financial year. According to the company's assessment, 0 percent of the company's business expenses are taxon- omy-eligible according to the current taxonomy, and 100 percent are ineligible. In addition, 0 percent of the compa- ny's operating costs are taxonomy-aligned and 100 percent non-taxonomy-aligned. Taxonomy eligible operating expenditures The capital expenditures taken into account in the taxonomy assessment are defined as follows: additions to tangible and intangible assets during the financial year before depreciation, amortization and revaluations, including revaluations due to valuation changes and impairments in that financial year and excluding changes in fair value. The Qt Group estimates that 0 percent of capital expenditures are taxonomy-eligible un- der the current taxonomy, and 100 percent are ineligible. In addition, 0 percent of the company's capital expenditures are taxonomy-aligned and 100 percent are non-taxonomy- aligned. The required information is presented in the tables on the following pages. Qt Group | Annual Report 2024 3333 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Disclosures pursuant to Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation) Turnover, Financial year 2024 Environmental Information 2024 Substantial contribution criteria DNSH criteria Economic activities Code Turnover, MEUR Proportion of turnover, 2024 Climate change mitigation Climate change adaptation Water Pollution Circular economy Biodiversity Climate change mitigation Climate change adaptation Water Pollution Circular economy Biodiversity Minimum safeguards Proportion of taxonomy aligned (A.1) or eligible (A.2) turnover, year 2024 Category "enabling activity" Category "transitional activity" A. TAXONOMY-ELIGIBLE ACTIVITIES A.1 Environmentally sustainable activities (taxonomy-aligned) No activity 0 0% 0% Turnover of environmentally sustainable activities (taxonomy-aligned) (A.1) - 0% 0% 0% 0% 0% 0% 0% 0% Of which Enabling 0 0% 0% 0% 0% 0% 0% 0% 0% M Of which Transitional 0 0% 0% 0% S A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) No activity 0 0% 0% Turnover of Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) - 0% 0% 0% 0% 0% 0% 0% 0% A. Turnover of Taxonomy eligible activities (A.1 + A.2) - 0% 0% 0% 0% 0% 0% 0% 0% B. TAXONOMY-NON ELIGIBLE ACTIVITIES Turnover of Taxonomy-non-eligible activities 209.1 100% TOTAL (A+B) 209.1 100% Qt Group | Annual Report 2024 3434 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration 2024 Substantial contribution criteria DNSH criteria Economic activities Code CapEx Proportion of CapEx, 2024 Climate change mitigation Climate change adaptation Water Pollution Circular economy Biodiversity Climate change mitigation Climate change adaptation Water Pollution Circular economy Biodiversity Minimum safeguards Proportion of taxonomy aligned (A.1) or eligible (A.2) CapEx, year 2024 Category "enabling activity" Category "transitional activity" A. TAXONOMY-ELIGIBLE ACTIVITIES A.1 Environmentally sustainable activities (taxonomy-aligned) No activity 0 0% 0% CapEx of environmentally sustainable activities (taxonomy-aligned) (A.1) - 0% 0% 0% 0% 0% 0% 0% 0% Of which Enabling 0 0% 0% 0% 0% 0% 0% 0% 0% E Of which Transitional 0 0% 0% 0% T A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) No activity 0 0% 0% CapEx of Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) - 0% 0% 0% 0% 0% 0% 0% 0% A. CapEx of Taxonomy eligible activities (A.1 + A.2) - 0% 0% 0% 0% 0% 0% 0% 0% B. TAXONOMY-NON ELIGIBLE ACTIVITIES CapEx of Taxonomy-non-eligible activities 3.7 100% TOTAL (A+B) 3.7 100% Capital Expenditure (CapEx), Financial year 2024 Qt Group | Annual Report 2024 3535 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration 2024 Substantial contribution criteria DNSH criteria Economic activities Code OpEx Proportion of OpEx, 2024 Climate change mitigation Climate change adaptation Water Pollution Circular economy Biodiversity Climate change mitigation Climate change adaptation Water Pollution Circular economy Biodiversity Minimum safeguards Proportion of taxonomy aligned (A.1) or eligible (A.2) OpEx, year 2024 Category "enabling activity" Category "transitional activity" A. TAXONOMY-ELIGIBLE ACTIVITIES A.1 Environmentally sustainable activities (taxonomy-aligned) No activity 0 0% 0% OpEx of environmentally sustainable activities (taxonomy-aligned) (A.1) - 0% 0% 0% 0% 0% 0% 0% 0% Of which Enabling 0% 0% 0% 0% 0% 0% 0% 0% E Of which Transitional 0% 0% 0% T A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) No activity 0 0% 0% OpEx of Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) - 0% 0% 0% 0% 0% 0% 0% 0% A. OpEx of Taxonomy eligible activities (A.1 + A.2) - 0% 0% 0% 0% 0% 0% 0% 0% B. TAXONOMY-NON ELIGIBLE ACTIVITIES OpEx of Taxonomy-non-eligible activities 145.9 100% TOTAL (A+B) 145.9 100% Operating Expenses (OpEx), Financial year 2024 Qt Group | Annual Report 2024 3636 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Row Nuclear energy related activities 1. The undertaking carries out, funds or has exposures to research, development, demonstration and deployment of innovative electricity generation facilities that produce energy from nuclear processes with minimal waste from the fuel cycle. NO 2. The undertaking carries out, funds or has exposures to construction and safe operation of new nuclear installations to produce electricity or process heat, including for the purposes of district heating or industrial processes such as hydrogen production, as well as their safety upgrades, using best available technologies. NO 3. The undertaking carries out, funds or has exposures to safe operation of existing nuclear installations that produce electricity or process heat, including for the purposes of district heating or industrial processes such as hydrogen production from nuclear energy, as well as their safety upgrades. NO Row Fossil gas related activities 4. The undertaking carries out, funds or has exposures to construction or operation of electricity generation facilities that produce electricity using fossil gaseous fuels. NO 5. The undertaking carries out, funds or has exposures to construction, refurbishment, and operation of combined heat/cool and power generation facilities using fossil gaseous fuels. NO 6. The undertaking carries out, funds or has exposures to construction, refurbishment, and operation of heat generation facilities that produce heat/cool using fossil gaseous fuels. NO Nuclear and fossil gas related activities Qt Group | Annual Report 2024 3737 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Social Information Disclosure Requirement related to SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and business model Qt’s own workforce mainly consists of employees. The defi- nition of the company's own workforce is also met annually by individual freelance consultants, and they are subject to the same rules as external consultants (see S2 workers in the value chain). In addition, Qt had a few people in recruit- ment and assistant positions through a temporary agency in 2024. Individual freelancers or temporary agency workers are not included in the reporting of information on the com- pany's own workforce. All of the company's employees are subject to material impacts. Qt’s employees work in expert duties and there are no significant differences in the type of work they perform. Qt has not separately identified types of employees that would be particularly vulnerable to negative impacts. Fatigue and work ergonomics were identified as potential negative impacts on the company's own workforce. These impacts have not been recognized as widespread or systemic. Rather, they are individual incidents. All of Qt's employees are subject to material positive impacts: early support and comprehensive occupational health care and/or insurance, secure employment, adequate wages, good work-life balance and the promotion of diversity. In all of Qt’s operating countries, employees have access to comprehen- sive health and well-being services and/or insurance, which means that employees have quick access to services also on a preventive basis. Financial opportunities identified in the double materiality assessment from the employees' perspective included good work-life balance, skills development, gender equality and equal pay, and promoting diversity, equality and inclusion globally. The identified risks included mental health chal- lenges and protecting the privacy of employee data. These are all closely linked to Qt's material positive and negative impacts. Qt Group’s operations do not involve a risk of child labor or forced labor. The employees are highly educated and/or spe- cialists engaged in demanding expert duties. Own workforce (S1) Disclosure Requirement related to SBM-2 – Interests and views of stakeholders The views, rights and interests of the company's own work- force are discussed in the General Disclosures (ESRS 2) sec- tion Interests and views of stakeholders (SBM-2). S1-1 Policies related to own workforce Qt’s Code of Conduct regulates the following impacts, risks and opportunities related to the company’s own workforce: work-life balance, social dialogue (job satisfaction), health and safety, gender equality and equal pay, measures against violence and harassment, and the diversity of the personnel. More information on the Code of Conduct is provided in the section G1 Business conduct. The promotion of diversity involves, in addition to the Code of Conduct, the Qt career framework, which applies to all Qt employees and specifies the salary, and the competen- cies required for each position. The purpose of the career framework is to create a transparent framework for career development and remuneration, i.e. to promote equal pay for equal work regardless of the employee’s background and gender. Qt Group's Management Team is responsible for the approval and implementation of the career framework. The career framework is available to all employees on the com- pany's intranet. Training and skills development are taken into account in Qt’s global employee handbook, which applies to all Qt employees. The handbook provides a framework for promoting contin- uous learning from the employee’s perspective. The hand- Qt Group | Annual Report 2024 3838 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration book includes, among other things, instructions and tips related to on-the-job learning, an employee-specific training budget and a selection of e-learning courses. The handbook also encourages employees to talk to their manager about training opportunities. Qt also has its own learning platform, Qurious. Managers have access to various online training modules and the opportunity to participate in, for example, the 360-degree feedback process, which aims to help man- agers identify their strengths and development areas and develop their leadership skills. The global employee handbook and its country-specific versions are available to all employees on Qt’s intranet. Qt Group's Management Team is responsible for the approval and implementation of the handbook. Employee privacy is governed by Qt’s employee privacy note, which applies to all Qt employees. The employee pri- vacy note precisely specifies the information Qt collects on its employees and for what purposes, what information is not collected, and the rights of the employees. Qt aims to promote secure employment by providing its employees primarily permanent employment contracts (92% in 2024) and by complying with local labor laws. In order to provide adequate wages for the employees, Qt monitors the industry’s market averages in different countries. Qt's employee engagement methods are discussed in more detail in the General Disclosures (ESRS 2) section SBM-2 Interests and views of stakeholders. Qt aims to remediate its human rights impacts, meaning occupational health impacts in particular, by offering occupa- tional health care or insurance to all employees in each of its operating countries. Qt also has an early intervention model in place to encourage employees to raise any problems they notice, such as continuous overtime or lack of motivation, at an early stage with their manager or unit HR business partner. Employees who wish to report misconduct anonymously can do so via the company's whistleblowing channel. All Qt employees receive country-specific training on occu- pational health and safety. The occupational safety manage- ment system is based on local laws and regulations in each country. Qt also has an international travel policy aimed at ensuring the safety of employees on business trips. In the company's Code of Conduct, Qt commits to giving equal opportunities for personal growth and career development, regardless of gender, age, ethnicity, disabilities, nationality, sexual orientation, religious beliefs, political affiliations, mar- ital or economic status, or position within the company. Qt does not tolerate sexual, physical, and psychological violence and harassment or any form of discrimination, abuse, intimi- dation and workplace bullying. Qt has not separately defined vulnerable groups. Instead, the principles apply to everyone. Discrimination is prevented primarily by educating employees on the Code of Conduct and the whistleblowing channel, and by providing training to managers. The recruitment team and managers are instructed to interview candidates based on each applicant’s competence. Managers are responsible for ensuring that employees are treated equally. Discrimination or inappropriate behavior can be reported anonymously via Qt’s whistleblowing channel. All sus- pected incidents of misconduct are investigated and actively addressed. Qt also carries out an annual job satisfaction survey and, in 2024, the survey was amended to include a question on whether employees have experienced harass- ment at the workplace. The survey results are used to create an action plan for addressing areas that require further devel- opment. Qt Group | Annual Report 2024 3939 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration S1-2 Processes for engaging with own workers and workers’ representatives about impacts Employees’ views of Qt as an employer and workplace are surveyed annually by means of a personnel survey (employee Net Promoter Score eNPS & engagement survey). The survey investigates how employees perceive, for example, commu- nication and giving feedback, well-being at work, the mean- ingfulness of work, workload, learning and self-development opportunities, leadership and work ergonomics at Qt. The results of the survey are reported to the Group Management Team and each business function’s management team, where they are reviewed, and action plans are drawn up at both the company level and the team level. The results of the survey are also communicated to employees at a company-wide briefing and through internal communi- cation channels. The results also include action plans that have been created based on the survey results. Employees are also informed of the company's key updates in quarterly briefings and the intranet. Communication takes place directly with employees at both the organizational level and the team level. In addition, Qt has employee representatives required by law in Finland, Norway, France, Germany and Japan. Dis- cussions with the employee representatives are carried out in accordance with local legislation. Various resources have been allocated to internal communications, including external tools and working hours of the Management Team, the com- munications lead, the HR team and external consultants. The Senior Vice President, People & Culture, (a member of the Management Team) has operational responsibility for com- S1-3 Processes to remediate negative impacts and channels for own workers to raise concerns Qt has recognized that negative impacts on employee health, such as mental health and ergonomics, are likely. The com- pany aims to prevent and remediate these impacts by, for example, training managers to identify the impacts, arranging regular personal discussions between employees and man- agers, and assigning a dedicated HR business partner for each business unit, who can be contacted with a low threshold. In each of Qt’s operating countries, employees have access to either occupational health services or insurance, as well as separate mental health services and/or an early interven- tion model. munications and for ensuring that the feedback of the per- sonnel that emerge from the survey are taken into account. Qt started a development effort focused on internal commu- nications in the fourth quarter of 2024. Engaging the middle management's stronger participation in communications is a development area for 2025. In 2025, Qt will develop a pulse survey model to carry out more frequent surveys instead of a single annual personnel survey. The pulse survey model will be gradually implemented in Qt's various businesses. The purpose of the pulse survey is to provide a continuous overview of the situation, allowing to react if necessary and enabling the evaluation of the effec- tiveness of the implemented measures. Employees can report concerns, depending on the operating country, to shop stewards, the unit’s HR business partners or to the occupational health care provider either through its online service or at an in-person appointment. In some of Qt's operating countries, employees can also use the services of psychologists and psychiatrists as part of occupational health care. Misconduct and other issues can be reported anony- mously via a whistleblowing channel that is managed by a third party. Reports received via the whistleblowing channel are immediately communicated to the General Counsel, the CFO and the SVP, People & Culture, and the processing of all whistleblower reports starts within seven days of the report being made. These various channels are communicated to the employees as part of manager briefings, through the intranet and occu- pational health care, and through shop stewards, in lectures by work ability consultants and on the Qurious e-learning platform. Qt engages in regular dialogue with employees and the occupational health care provider, thereby monitoring employee concerns. The employees’ awareness of the exis- tence of the various structures and channels is not assessed separately. Qt Group | Annual Report 2024 4040 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration S1-4 Taking action on material impacts on own workforce, and approaches to mitigating material risks and pursuing material opportunities related to own workforce, and effectiveness of those actions Secure employment and employee turnover Qt aims to improve employee engagement particularly by developing leadership, providing opportunities for growth and learning at work, and by providing additional training. In 2024, leadership training will be increased and made more systematic as part of the annual calendar. The middle man- agement's competence and opportunities for influence will be strengthened in particular. Work-life balance Qt aims to promote a flexible working life and support the employees' well-being and ability to cope with the demands of work by enabling flexible working hours and hybrid work. Reduced working hours can also be negotiated at the employ- ee's initiative in special circumstances. In 2025, country-spe- cific guidelines for flexible working hours will be developed, and flexible working hours will be made possible, for example, at the start and end of the working day. Qt’s hybrid work policy will be implemented more effectively through internal com- munications in 2025. Adequate remuneration Qt is committed to paying fair and competitive wages to its employees. To ensure this, Qt carries out an annual wage survey in which Qt’s wage level is compared with market data and the wage levels are reviewed and, if necessary, modified on a role-specific basis. Social dialogue (employee satisfaction) Qt conducts a job satisfaction survey annually. The results are discussed in the Group Management Team and unit-spe- cific management teams. Action plans are drawn up on the basis of the results at all levels of the organization, including team-specific action plans. From 2025 onwards, in addition to the annual survey, more frequent pulse surveys will be car- ried out to obtain more up-to-date feedback from employees. Health and safety In each of Qt’s operating countries, Qt's employees have access to either occupational health services or insurance and early intervention model. In addition, employees also have access to separate mental health services in some of the operating countries. Qt has recognized that employees do not have enough information about the available services. With this in mind, managers at Qt will be provided training in 2025 on the tools available for supporting mental health. The aim is also to extend the good practices of mental health services to all of Qt's operating countries. In order to identify mental health problems in a timely manner, Qt’s occupational health care services in Finland use, among other things, a separate health examination related to work and mental health as well as tripartite negotiations with the employee, the manager and an occupational health nurse or psychologist. Gender equality and equal pay To promote equal pay, Qt updated its career framework in 2023. The framework specifies the skills required for each task and the remuneration for each task. The aim is to provide a transparent framework for career development and remu- neration. In 2024, Qt also started preparing for the implemen- tation of the EU’s Pay Transparency Directive. Training and skills development In order to support the competence and career development of employees, a development discussion is held once a year for each employee. The discussions assess the employee's current role as well as career development goals and oppor- tunities. In addition to the development discussions, the aim is to maintain active dialogue between the manager and the employee. To support the career development of managers, the first version of the career path was implemented in 2023 in Finland. The next version of the career path began to be expanded to different countries in 2024. Employees also have access to training material on the Qurious learning platform. Qurious was established in 2023, and new courses are added regularly. Employee diversity Employee diversity in its broad definition has been identified as one of Qt's material opportunities. Concrete further spec- ifications and measures are planned for 2025. Measures against violence and harassment in the work- place Qt has not taken or planned any particular measures against violence or harassment due to the low number of incidents and reports. All reports (1 in 2024) are appropriately pro- cessed and addressed on a case-by-case basis. Thus far, Qt has not recognized a need for structural measures. Employee data protection Aside from continuous processes, Qt does not have sepa- rate measures for the development of data protection. The situation will be reviewed in 2025 and new measures will be planned if necessary. Qt Group | Annual Report 2024 4141 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration S1-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities Material sustainability topic Monitoring Target level Base period for monitoring Secure employment • Employee turnover in relation to the industry trend • Internal tool - Monthly Work-life balance • Weekly working hours recorded in employment contracts • Up-to-date working time monitoring and process in some operating countries • Process for handling the results of the job satisfaction survey Local legislation regarding working hours Working time monitoring on a country-specific basis Annual job satisfaction survey Adequate wages • A wage survey in which Qt’s wage level is compared with market data and the wage levels are reviewed and, if necessary, modified on a role-specific basis All employees (100%) are already paid adequate wages. Annually Social dialogue • Job satisfaction survey (General satisfaction index as a guiding reference) - Annually Health and safety • Early support model in every country • Country-specific monitoring based on occupational health and/or insurance reports Trends, local legislation Annually Gender equality and equal pay for equal work - - - Training and skills development • Data on the Qurious training platform (e.g. course completion rate by country and unit) • Job satisfaction survey We monitor trends and the completion rate of mandatory courses, such as the course on the Code of Conduct and the Security training course. Real-time data from Qurious, annual job satisfaction survey. Measures against violence and harassment in the workplace • Whistleblower reports - - Diversity • Internal promotions and transfers (internal tool) - Continuous monitoring Privacy • Monitoring of e-mails/notifications sent regarding concerns about the employee’s personal data Legislation Continuous monitoring Qt has not set measurable, result-oriented targets regarding the management of material impacts, risks and opportuni- ties related to its own workforce. The aim is to set the tar- gets in accordance with the minimum information require- ments by the end of 2026, and the setting of relevant tar- gets will be assessed separately for each material impact, risk and opportunity. However, Qt monitors the impacts, risks and opportunities related to its own workforce in different ways. Qt Group | Annual Report 2024 4242 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration S1-6 Characteristics of the undertaking's employees EMPLOYEES BY REGION Region Number of employees EMEA 564 North America 120 APAC 151 Total 834 EMPLOYEES BY COUNTRY Country Number of employees Finland 259 Germany 206 United States 120 * Countries in which Qt Group has at least 10% of its total number of employees. ** Average number of employees for the reporting period. * Number of employees as the average for the reporting period (number of employees on the last day of each month in 2024, added up and divided by 12). The average number of employees in each region is rounded to a whole number. Consequently, the total sum does not correlate directly to the average number of all employees. NUMBER OF EMPLOYEES BY CONTRACT TYPE AND GENDER Employment type Female Male Other Not reported Total Employees 184 649 1 0 834 Permanent employees 181 610 1 0 765 Temporary employees 20 50 0 0 65 Non-guaranteed hours employees 4 3 0 0 6 * Head count on December 31, 2024. Other figures are based on the number of employees as the average for the reporting period (number of employees on the last day of each month in 2024, added up and divided by 12). ** No minimum or fixed number of working hours in the contract. EMPLOYEE TURNOVER Total number of employees who have left the company* 92 Employee turnover, % 11% * The aggregate number of employees who left Qt in 2024 voluntarily or due to dismissal, retirement, or death in service. ** Number of employees who left the company in 2024 divided by the number of employees for the reporting period (average). Qt Group | Annual Report 2024 4343 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration S1-9 Diversity metrics S1-10 Adequate wages Qt pays adequate wages to all its employees. The wages of employees in all of Qt's operating countries have been com- pared to either the country’s minimum wage level or the min- imum wage specified in the applicable collective agreement if a national minimum wage has not been established. If the minimum wage varies within the country, the highest min- imum wage level is used as the reference value. AGE DISTRIBUTION OF EMPLOYEES Under 30 years old 30–50 years old Over 50 years old All Number of employees 131 603 135 869 % 15% 69% 16% 100% * The figures are calculated from the situation on 31 December 2024. The gender distribution of senior management is reported on page 20. Qt Group | Annual Report 2024 4444 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration S1-14 Health and safety metrics S1-16 Remuneration metrics S1-17 Incidents, complaints and severe human rights impacts Employees Percentage of employees covered by health and safety management system, % 100% Number of fatalities as a result of work-related injuries and work-related ill health 0 Number of recordable work-related accidents (including fatalities) 9 Recordable work-related accidents per one million hours worked 6.3 The number of days lost to work-related injuries and fatalities from work-related accidents, work-related ill health and fatalities from ill health 0 NUMBER OF COMPLAINTS RELATED TO OWN WORKFORCE Type Total number of reports Incidents of discrimination and harassment reported in 2024 1 Complaints made in 2024 related to, for example, working conditions and terms of employment, equal treatment and equal opportunities for all, or other work- related rights (child labor, forced labor, privacy) 0 Reports made to the National Contact Points for OECD Multinational Enterprises, where applicable 0 The total amount of fines, penalties, and compensation for damages as a result of the reported incidents and complaints 0 The number of severe human rights violations and incidents connected to the company's own workforce 0 The total amount of fines, penalties and compensation for damages relating to incidents of discrimination and harassment 0 Total 1 Employees Gender pay gap among employees, % 17.2 Total annual earnings ratio 6.5 * Systems that are based on legal requirements and/or recognized standards. In addition to employees, Qt's own workforce only includes a small number of freelancers or temporary agency workers. The relevant information on these individuals is not available. * Average gross annual salary of men – average gross annual salary of women, divided by the average gross annual salary of men x 100. Includes part-time employees, temporary employees and trainees. The hourly wages of temporary employees have been converted into annual salaries. ** The ratio between the total annual earnings of the company's top earner and the median total annual earnings of employees. Basic salary, bonuses and part of fringe benefits are included. * Reports have been received only through Qt’s anonymous whistleblowing channel. Qt Group | Annual Report 2024 4545 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Workers in the Value Chain (S2) Disclosure Requirement related to SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and business model At Qt, workers in the value chain refer to external consul- tants acting as employees of consulting companies who work remotely, and occasionally at Qt’s offices or at the end cus- tomer’s office, but who do not belong to the company’s own workforce, i.e. who are not self-employed persons or tempo- rary agency workers. Qt signs agreements with the employers of the consultants. In 2024, a cooperation agreement was signed with approximately 15 service provider companies. The workers in the value chain who work as consultants do not involve a significant risk of child labor or forced labor. The consultants are highly educated and/or specialists engaged in demanding expert duties. With regard to consultants, challenges related to occupa- tional health and safety, particularly from the perspective of mental health, were identified as a material potential nega- tive impact. These impacts have not been identified as wide- spread or systemic. Rather, they are related to individual inci- dents. In time- and material-based contracts, the working time of consultants is limited to a maximum of eight hours per day. The aim is to avoid placing an excessive burden on consultants. In addition, the external consultants have the right to take days off and national holidays, which must be planned and confirmed in advance. For other types of con- tracts, the consultants have the opportunity to organize their working time more flexibly. Aside from these mechanisms and regular dialogue with consultants, Qt has not taken par- ticular measures to manage its impacts on the health and safety of consultants. Qt has identified sustainable working conditions as a material positive impact related to consultants. Qt provides consul- tants with a flexible working environment, i.e. opportunities for hybrid and remote work. In-office work is required to some extent, but these requirements are agreed upon before the contract is signed, and separately with the customer during the project. Material financial risks or opportunities related to workers in the value chain have not been identified. No separate groups have been identified among consultants who are particularly vulnerable from the perspective of occu- pational health and safety, or who are subject to more pos- itive impacts than other groups. S2-1 Policies related to value chain workers Qt’s Code of Conduct guides the impacts on external consul- tants as regards health and safety and sustainable working conditions. Service providers are required to commit to the Code of Conduct. For contracts lasting longer than one month, consultants are required to complete training on the Code of Conduct. Qt monitors the percentage of consultants who have completed the training. More information on the Code of Conduct is provided in section G1 Business conduct. Framework agreement concluded with the service pro- viders requires service providers to commit to respecting human rights and looking after the health and safety of their employees. The contracts are negotiable with regard to the start date, planned days off and national holidays, for example. In-office work is usually agreed upon in advance with the service provider. The service provider company rep- resents external consultants in their negotiations and is ulti- mately responsible for bringing up their views. Qt’s project managers engage in discussions with the consultants regu- larly: on a weekly basis, every two weeks or every two months at a minimum. Procurement specialists engage in discussions with the manager representing the service provider at least once a month. The signing of framework agreements is the responsibility of the director in charge of professional services and a procurement specialist. Qt Group | Annual Report 2024 4646 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Qt aims to primarily prevent its negative impacts and to engage in continuous dialogue with consultants. The con- sultants' primary point of contact regarding health-related problems or other problems is their own employer. Consul- tants can also submit anonymous reports if they observe any violations of Qt's Code of Conduct. In addition, both the service provider company (the consultant's employer) and Qt have the opportunity to terminate the contract if its terms are violated. The impacts related to workers in the value chain are guided by the Qt Group's Code of Conduct. The Code of Conduct is discussed in more detail in section G1-1 – Corporate culture and business conduct policies and corporate culture. Qt has not received any reports of incidents of non-compli- ance with the UN Guiding Principles on Business and Human Rights, the ILO Declaration on Fundamental Principles and Rights at Work, or the OECD Guidelines for Multinational Enterprises. S2-2 Processes for engaging with value chain workers about impacts Qt communicates with external consultants in many ways. The terms of the work performed (including pricing, start dates and terms of payment) are negotiated between Qt and the employers of the external consultants. Qt’s project manager has monitoring meetings with external consultants on a weekly basis, while the procurement specialist has sim- ilar meetings with a consulting representative on a monthly and quarterly basis. In the meetings, the participants review feedback from the consultants regarding the personnel and projects. Qt’s representatives discuss these matters with the suppliers' primary contact people. Qt's procurement spe- cialist acts as the primary contact person for the suppliers. The meetings also aim to find ways to resolve any problems. The occupational health of the consultants is the responsi- bility of their employer. In Qt's Professional Services unit, project managers report to area directors, and area directors report to the head of the Professional Services unit. For suppliers operating under ser- vice partner contracts, the effectiveness of the cooperation and satisfaction are assessed in monthly and quarterly mon- itoring meetings between the Professional Services business unit's team and the suppliers. S2-3 Processes to remediate negative impacts and channels for value chain workers to raise concerns Consultants are required to complete a training on Qt's Code of Conduct, when the contract extends beyond one month. If the contract lasts longer than one year, the training must be repeated. As part of the course, consultants also receive information on the whistleblowing channel, which they can also use to report misconduct or shortcomings anonymously. At the end of 2024, 79 percent of the external consultants in the Professional Services unit had completed ISO27001 compliance training, which includes a module on Qt’s Code of Conduct. Topics including views highlighted by consultants are dis- cussed in weekly meetings and in management meetings held at two-week and one-month intervals in the Profes- sional Services unit. The agenda of these meetings includes project situation reviews, resource allocation, and other mat- ters related to subcontracting. Qt Group | Annual Report 2024 4747 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration S2-4 Taking action on material impacts on value chain workers, and approaches to managing material risks and pursuing material opportunities related to value chain workers, and effectiveness of those actions Aside from supplier agreements and terms of contract con- cerning working time, for example, Qt has not implemented and is not planning to implement any other particular mea- sures relating to the health of external consultants. No sep- arate resources have been allocated to managing negative impacts (mental health) related to consultants, because the impacts have been assessed to be potential rather than actual, and they are neither severe nor extensive in scale. Qt has not identified any material business risks related to workers in the value chain. No serious human rights violations have been reported in relation to Qt's value chain. S2-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities Qt has not set any targets related to the impacts on the health of external consultants, nor is the company planning to set such targets for the time being. Setting result-oriented tar- gets is challenging, as Qt does not have visibility into the con- sultants’ occupational health due to privacy regulations. How- ever, Qt requires the service provider to commit to respecting human rights and looking after the health and safety of its employees. Consultants can raise concerns through the whis- tleblowing channel. In 2024, no reports were received. Qt Group | Annual Report 2024 4848 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Governance Information G1 Business Conduct G1–1 Corporate culture and business conduct policies and corporate culture Qt’s Code of Conduct lays the foundation for Qt’s entire busi- ness culture. The Code of Conduct applies to all Qt Group employees, subcontractors, vendors and partners in all geo- graphical regions. The Code of Conduct consists of five prin- ciples: "We do the right thing", "We create a positive working environment", "We avoid conflicts of interest", "We protect our data, assets and reputation", and "We act on concerns and violations". In its Code of Conduct, the Qt Group commits to conducting its business with honesty, complying with all applicable laws and ethical principles. Corruption and bribery are prohibited, and the company complies with applicable and statutory envi- ronmental regulations, taking into account the nature of the business. Qt Group is also committed to creating a working environment where all employees are treated with respect and where healthy work-life balance is encouraged. The company guarantees equal opportunities for career devel- opment regardless of the employee’s background. Discrim- ination or harassment in any form is not tolerated. In order to avoid conflicts of interest, personal relationships must not influence business decisions, and employees are not enti- tled to use their position for personal gain. Business gifts can be accepted only if they are reasonable, such as business lunches, and do not create conflicts of interest. The Qt Group complies with data protection legislation and accounting leg- islation and ensures the reliability of its financial reporting. The company complies with regulations and ethical standards in all of its communications. The Code of Conduct is linked to all of Qt's impacts, risks and opportunities related to business conduct. The business culture was identified as both a potential negative and pos- itive impact as well as a risk and an opportunity. The Code of Conduct also relates to deficiencies in awareness related to the prevention of corruption and bribery and incidents of corruption and bribery, which have been identified as poten- tial negative impacts. Training on the prevention of corrup- tion and bribery, which is also part of the Code of Conduct, was also identified as a positive impact. In addition, Qt has a separate Anti-Bribery and Corruption Policy, the aim of which is to ensure that Qt Group and its subsidiaries around the world comply with all anti-bribery and anti-corruption laws in their respective countries. Qt has zero tolerance for all busi- ness practices that are indicative of corruption or bribery. This policy applies to all employees, subcontractors, partners and other parties with whom Qt operates. In 2025, Qt plans to review its Anti-Bribery and Corruption policy in relation to the UN convention and, if necessary, refine the policy so that it is in line with the UN convention. The Code of Conduct is connected to the following material impacts, risks and opportunities related to the company's own workforce: work-life balance, social dialogue (job sat- isfaction), health and safety, gender equality and equal pay, measures against violence and harassment, and the diversity of the personnel. All employees receive training on the Code of Conduct as part of their orientation. From 2025 onwards, the training will be an annual requirement for employees. Qt monitors the percentage of employees who have completed the training, and the target is for all employees to have com- pleted the training. Qt’s Code of Conduct also guides the impacts on workers in the value chain, meaning external consultants, as regards health and safety and sustainable working conditions. Qt monitors the percentage of consultants who have completed the Code of Conduct training. Data protection, which has been identified as a risk and a positive impact for Qt, is also an integral part of the Code of Conduct. The Code of Conduct is based on the UN Guiding Principles on Business and Human Rights and the ILO Declaration on Fundamental Principles and Rights at Work. The Group's CFO, Senior Vice President, People & Culture, and the Gen- Qt Group | Annual Report 2024 4949 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration eral Counsel review the Code of Conduct annually. The CEO approves the Code of Conduct and is responsible for the implementation of the Code of Conduct. Qt also has a Human Rights Policy that applies to all of Qt’s stakeholders and supplements the Code of Conduct. The Human Rights Policy states that Qt takes appropriate mea- sures to avoid the exploitation of people via forced labor, human trafficking, and child labor. The Human Rights Policy will be integrated into Qt’s Code of Conduct in 2025. All of Qt’s stakeholders have the opportunity to use the whis- tleblowing channel to anonymously report any observed vio- lations of the Code of Conduct, such as corruption or bribery, the gray economy or other legal non-compliance. Qt has not separately determined the internal functions that are the most vulnerable to corruption and bribery. Whistleblower reports are submitted via a service maintained by a third party, in which the whistleblower is provided with an anonymous username and password. Information on the channel is provided as part of the training on the Code of Con- duct, which is mandatory for employees and external con- sultants working in customer projects. The channel is public, which means that anyone involved with Qt can use it to report misconduct. All reports received via the anonymous whistleblowing channel are taken into processing within seven days, and the whistleblower receives a response within 30 days, as required by law. Reports submitted via the whistleblowing channel are accessible only to the Group’s CFOs, General Counsel and Senior Vice President, People & Culture. If necessary, they have the right to discuss the content of the report and the consequences to be decided on with the company’s CEO, Management Team, members of the Board of Directors and other parties deemed necessary by the specified persons. Compliance with labor legislation is monitored in the EU coun- tries by legally required employee representatives, to whom employees can report misconduct. Violations of Qt's Code of Conduct can be reported via the anonymous whistleblowing channel and to the HR business partner in each business unit. All security-related violations, such as phishing attempts, are advised by Qt to be reported by email to [email protected]. Corporate culture development project Qt launched a corporate culture development project in summer 2024 with the aim of clarifying the direction in which Qt’s corporate culture is to be developed in line with the com- pany's business strategy. The goal of the culture development project is to find a shared view of the current culture and employee experience. As a result of the project, in 2025, Qt will introduce a culture handbook that provides guidelines for day-to-day work in the Qt Group. The project included group discussions on Qt's corporate culture. The discussions were open to all Qt employees. In addition, separate workshops were organized for Qt's Management Team on the key char- acteristics of the corporate culture to be pursued. Targets and metrics Qt monitors the percentage of employees and suppliers who have completed training on the Code of Conduct and the number of reports received via the anonymous whis- tleblowing channel. The target is for 100 percent of employees and new sup- pliers to have completed the training by 2026. For technical system reasons, it is currently almost impossible to achieve 100 percent coverage. Qt intends to develop the tool and the calculation boundaries in order to make the target relevant. In 2024, 84 percent of employees and 79 percent of external consultants had completed the Code of Conduct training. Qt Group | Annual Report 2024 5050 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration G1–2 Management of relationships with suppliers At Qt, the primary term of payment for all purchase invoices is 30 days (net). Invoices are paid on the due date without delay, provided that they have been approved by the appro- priate employees, are valid, and have been sent to the com- pany in accordance with the relevant instructions. External consultants operating in customer projects are required to complete ISO27001 training, which includes a module on Qt's Code of Conduct. Qt has not yet established requirements for suppliers relating to sustainability topics. G1–3 Prevention and detection of corruption and bribery To prevent allegations or incidents of corruption and bribery, all Qt employees and external consultants working in cus- tomer projects complete a section on the prevention of cor- ruption and bribery as part of the training on the Code of Con- duct. The whistleblowing practice is applied in the detection and processing of incidents of corruption and bribery. Cor- ruption and bribery are also addressed as part of the training on the Code of Conduct, which is mandatory for employees and external consultants. In addition, the Code of Conduct is incorporated into supplier agreements concerning cus- tomer projects. All members of the Management Team and the Board of Directors are required to complete training on the Code of Conduct. If the persons designated to process whistleblower reports are identified as being parties to the incident which the whis- tleblower report concerns, they may be disqualified from its processing as necessary. The incidents are reported to the Board of Directors as part of financial statements informa- tion. The reporting to the Board of Directors concerns the number of incidents leading to an investigation by the public authorities. Qt has not separately determined functions-at- risk with regard to corruption and bribery. G1–4 Confirmed incidents of corruption or bribery Qt has not been subject to any convictions or fines for viola- tion of anti-corruption and anti-bribery laws, and has there- fore not had to implement any remedies. The existing pre- ventive processes, such as contracts and trainings, have been sufficient. Qt Group | Annual Report 2024 5151 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Policies related to data protection Data protection is an integral part of Qt’s Code of Conduct. The Code of Conduct applies to all Qt Group employees, sub- contractors, vendors and partners in all geographical regions. More information on the Code of Conduct is provided in sec- tion G1 Business conduct. Qt also has a separate Privacy Policy, the main purpose of which is to protect and manage the personal data of users collected in connection with the use of Qt’s websites, prod- ucts and services. Qt Group is committed to protecting the privacy of its users, those visiting the Qt Group’s web pages, and people interacting with the Qt Group. Any personal data processed by Qt Group through its web pages or related to the downloading or use of the products or services of Qt Group is processed only pursuant to applicable data protection leg- islation. The Privacy Policy relates to data protection, which has been identified as a positive impact and a risk, but it does not apply to employee or recruitment data, which are subject to a separate privacy policy (see section S1 Own workforce). The Privacy Policy is approved by Qt’s Management Team and CEO, who are also the most senior level in the organization that is accountable for the implementation the policy. The Pri- vacy Policy is aligned with the ISO 27001 information secu- rity management standard and the ISO 9001 quality man- agement standard, and it is publicly available on Qt’s website. Data protection Actions and resources in relation to data protection Qt Group was granted the ISO 27001 information secu- rity management certificate in 2024. During 2024, Qt also adapted its operations in response to the requirements of the European Union’s Network and Information Security Direc- tive (NIS2). Qt Group offers a comprehensive range of IT and informa- tion security training courses that support the development of employee competence, ethical operations and informa- tion security in accordance with the ISO 27001 standard. The courses are part of the company’s commitment to a strong information security culture and data protection. Mandatory training courses: • Information security awareness training: An annual pro- gram that is mandatory for all employees and external consultants to increase understanding of information security risks and best practices, such as identifying and reporting phishing, malware and social engineering. • Data protection training: Interactive training aimed at employees. Through practical examples, the participants learn how to respond to data protection challenges. The course is completed as part of orientation training. • Information security training: An interactive course aimed at employees. Covers information security challenges, such as scam messages. The course is completed as part of orientation training. • Training on IT and information security practices: Con- tains up-to-date IT and information security policies and practices, which are also available on the intranet. A mandatory annual course for all employees and external consultants (contracts lasting over one month) that ensures that the participants are familiar with new prac- tices and supports compliance with ISO 27001 require- ments. Voluntary training courses: • How to use AI successfully? A course aimed at employees that provides the opportunity to learn about the use of AI in business. The aim of the training courses is to increase the employees’ knowledge of information security threats, promote a secu- rity-aware organizational culture and reduce risks related to information security. The courses also support regulatory compliance and the effective implementation of informa- tion security processes in the organization. The training courses strengthen the employees’ capacity to comply with the company’s data protection and information security policies, which are an integral part of the Qt Group’s operations and ISO 27001-compliant management system. Qt Group | Annual Report 2024 5252 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Metrics in relation to data protection Qt monitors and measures the company-wide completion rate of two information security related trainings. The metric is internally created and internally monitored, and the mea- surement has not been validated by an external party. Share of employees who completed mandatory training courses in 2024 • Information security awareness training 89% • Training on IT and information security policies and prac- tices 71% The number of employees who have completed the course in proportion to people employed on 31 December 2024. Targets related to data protection Qt has set a 100 percent completion rate target for training courses related to information security and data protection by the end of 2026. During 2025, Qt will develop the e-learning platform, in which new company-wide information security trainings will be added. At the same time, the data collected by the learning platform is improved and the monitoring of the achievement of the goal is developed. In 2024, target mon- itoring only covers Qt employees, but Qt's aim is to mon- itor the completion rates of external consultants separately starting from 2026. The target has been set internally, and stakeholders have not been engaged in the process. The resources allocated to the actions mainly consist of human resources and involve various individuals, including an information security specialist, legal specialist and the director in charge of information management and IT oper- ations. In addition, resources have been allocated to required tooling, such as a system for management of ISO standard related information. Qt Group | Annual Report 2024 5353 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration List of data points in cross-cutting and topical standards that derive from other EU legislation Disclosure Requirement and related datapoint SFDR reference Pillar 3 reference Benchmark Regulation reference EU Climate Law reference Material to Qt Page number ESRS 2 GOV-1 Board's gender diversity paragraph 21 (d) Indicator number 13 of Table #1 of Annex 1 Commission Delegated Regulation (EU) 2020/1816 (²⁷), Annex II Yes 20 ESRS 2 GOV-1 Percentage of board members who are independent paragraph 21 (e) Delegated Regulation (EU) 2020/1816, Annex II Yes 19 ESRS 2 GOV-4 Statement on due diligence paragraph 30 Indicator number 10 of Table #3 of Annex 1 Yes 21 ESRS 2 SBM-1 Involvement in activities related to fossil fuel activities paragraph 40 (d) i Indicator number 4 of Table #1 of Annex 1 Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 (²⁸)Table 1: Qualitative information on Environmental risk and Table 2: Qualitative information on Social risk Delegated Regulation (EU) 2020/1816, Annex II Not material ESRS 2 SBM-1 Involvement in activities related to chemical production paragraph 40 (d) ii Indicator number 9 of Table #2 of Annex 1 Delegated Regulation (EU) 2020/1816, Annex II Not material ESRS 2 SBM-1 Involvement in activities related to controversial weapons paragraph 40 (d) iii Indicator number 14 of Table #1 of Annex 1 Delegated Regulation ( EU) 2020/1818 (²⁹), Article 12(¹) Delegated Regulation (EU) 2020/1816, Annex II Not material ESRS 2 SBM-1 Involvement in activities related to cultivation and production of tobacco paragraph 40 (d) iv Delegated Regulation (EU) 2020/1818, Article 12(¹) Delegated Regulation (EU) 2020/1816, Annex II Not material Qt Group | Annual Report 2024 5454 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration ESRS E1-1 Transition plan to reach climate neutrality by 2050 paragraph 14 Regulation (EU) 2021/1119, Article 2(1) Not material ESRS E1-1 Undertakings excluded from Paris-aligned Benchmarks paragraph 16 (g) Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 Template 1: Banking book-Climate Change transition risk: Credit quality of exposures by sector, emissions and residual maturity Delegated Regulation (EU) 2020/1818, Article12.1 (d) to (g), and Article 12.2 Not material ESRS E1-4 GHG emission reduction targets paragraph 34 Indicator number 4 of Table #2 of Annex 1 Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 Template 3: Banking book – Climate change transition risk: alignment metrics Delegated Regulation (EU) 2020/1818, Article 6 Not material ESRS E1-5 Energy consumption from fossil sources disaggregated by sources (only high climate impact sectors) paragraph 38 Indicator number 5 of Table #1 and Indicator n. 5 of Table #2 of Annex 1 Not material ESRS E1-5 Energy consumption and mix paragraph 37 Indicator number 5 of Table #1 of Annex 1 Not material ESRS E1-5 Energy intensity associated with activities in high climate impact sectors paragraphs 40 to 43 Indicator number 6 of Table #1 of Annex 1 Not material Disclosure Requirement and related datapoint SFDR reference Pillar 3 reference Benchmark Regulation reference EU Climate Law reference Material to Qt Page number Qt Group | Annual Report 2024 5555 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration ESRS E1-6 Gross Scope 1, 2, 3 and Total GHG emissions paragraph 44 Indicators number 1 and 2 of Table #1 of Annex 1 Article 449a; Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 Template 1: Banking book – Climate change transition risk: Credit quality of exposures by sector, emissions and residual maturity Delegated Regulation (EU) 2020/1818, Article 5(1), 6 and 8(1) Not material ESRS E1-6 Gross GHG emissions intensity paragraphs 53 to 55 Indicators number 3 of Table #1 of Annex 1 Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 Template 3: Banking book – Climate change transition risk: alignment metrics Delegated Regulation (EU) 2020/1818, Article 8(1) Not material ESRS E1-7 GHG removals and carbon credits paragraph 56 Regulation (EU) 2021/1119, Article 2(1) Not material ESRS E1-9 Exposure of the benchmark portfolio to climate-related physical risks paragraph 66 Delegated Regulation (EU) 2020/1818, Annex II Delegated Regulation (EU) 2020/1816, Annex II Not material ESRS E1-9 Disaggregation of monetary amounts by acute and chronic physical risk paragraph 66 (a) ESRS E1-9 Location of significant assets at material physical risk paragraph 66 (c). Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 paragraphs 46 and 47; Template 5: Banking book - Climate change physical risk: Exposures subject to physical risk Not material ESRS E1-9 Breakdown of the carrying value of its real estate assets by energy-efficiency classes paragraph 67 (c). Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 paragraph 34; Template 2: Banking book -Climate change transition risk: Loans collateralized by immovable property - Energy efficiency of the collateral Not material Disclosure Requirement and related datapoint SFDR reference Pillar 3 reference Benchmark Regulation reference EU Climate Law reference Material to Qt Page number Qt Group | Annual Report 2024 5656 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration ESRS E1-9 Degree of exposure of the portfolio to climate-related opportunities paragraph 69 Delegated Regulation (EU) 2020/1818, Annex II Not material ESRS E2-4 Amount of each pollutant listed in Annex II of the E-PRTR Regulation (European Pollutant Release and Transfer Register) emitted to air, water and soil, paragraph 28 Indicator number 8 of Table #1 of Annex 1 Indicator number 2 of Table #2 of Annex 1 Indicator number 1 of Table #2 of Annex 1 Indicator number 3 of Table #2 of Annex 1 Not material ESRS E3-1 Water and marine resources paragraph 9 Indicator number 7 of Table #2 of Annex 1 Not material ESRS E3-1 Dedicated policy paragraph 13 Indicator number 8 of Table 2 of Annex 1 Not material ESRS E3-1 Sustainable oceans and seas paragraph 14 Indicator number 12 of Table #2 of Annex 1 Not material ESRS E3-4 Total water recycled and reused paragraph 28 (c) Indicator number 6.2 of Table #2 of Annex 1 Not material ESRS E3-4 Total water consumption in m³ per net revenue on own operations paragraph 29 Indicator number 6.1 of Table #2 of Annex 1 Not material ESRS 2 – IRO-1 – E4 1 - E4 paragraph 16 (a) i Indicator number 7 of Table #1 of Annex 1 Not material ESRS 2 – IRO-1 – E4 1 - E4 paragraph 16 (b) Indicator number 10 of Table #2 of Annex 1 Not material Disclosure Requirement and related datapoint SFDR reference Pillar 3 reference Benchmark Regulation reference EU Climate Law reference Material to Qt Page number Qt Group | Annual Report 2024 5757 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration ESRS 2 – IRO-1 – E4 1 - E4 paragraph 16 (c) Indicator number 14 of Table #2 of Annex 1 Not material ESRS E4-2 Sustainable land/ agriculture practices or policies paragraph 24 (b) Indicator number 11 of Table #2 of Annex 1 Not material ESRS E4-2 Sustainable oceans/ seas practices or policies paragraph 24 (c) Indicator number 12 of Table #2 of Annex 1 Not material ESRS E4-2 Policies to address deforestation paragraph 24 (d) Indicator number 15 of Table #2 of Annex 1 Not material ESRS E5-5 Non-recycled waste paragraph 37 (d) Indicator number 13 of Table #2 of Annex 1 Not material ESRS E5-5 Hazardous waste and radioactive waste paragraph 39 LIndicator number 9 of Table #1 of Annex 1 Not material ESRS 2 – SBM-3 – S1 Risk of incidents of forced labour paragraph 14 (f) Indicator number 13 of Table #3 of Annex I Yes 37 ESRS 2 – SBM-3 – S1 Risk of incidents of child labour paragraph 14 (g) Indicator number 12 of Table #3 of Annex I Yes 37 ESRS S1-1 Human rights policy commitments paragraph 20 Indicator number 9 of Table #3 and Indicator number 11 of Table #1 of Annex I Yes 48, 49 Disclosure Requirement and related datapoint SFDR reference Pillar 3 reference Benchmark Regulation reference EU Climate Law reference Material to Qt Page number Qt Group | Annual Report 2024 5858 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration ESRS S1-1 Due diligence policies on issues addressed by the fundamental International Labor Organisation Conventions 1 to 8, paragraph 21 Delegated Regulation (EU) 2020/1816, Annex II Yes 38, 49 ESRS S1-1 Processes and measures for preventing trafficking in human beings paragraph 22 Indicator number 11 of Table #3 of Annex I Yes 49 ESRS S1-1 Workplace accident prevention policy or management system paragraph 23 Indicator number 1 of Table #3 of Annex I Yes 44, 48 ESRS S1-3 Grievance/complaints handling mechanisms paragraph 32 (c) Indicator number 5 of Table #3 of Annex I Yes 39 ESRS S1-14 Number of fatalities and number and rate of work- related accidents paragraph 88 (b) and (c) Indicator number 2 of Table #3 of Annex I Delegated Regulation (EU) 2020/1816, Annex II Yes 44 ESRS S1-14 Number of days lost to injuries, accidents, fatalities or illness paragraph 88 (e) Indicator number 3 of Table #3 of Annex I Yes 44 ESRS S1-16 Unadjusted gender pay gap paragraph 97 (a) Indicator number 12 of Table #1 of Annex I Delegated Regulation (EU) 2020/1816, Annex II Yes 44 ESRS S1-16 Excessive CEO pay ratio paragraph 97 (b) Indicator number 8 of Table #3 of Annex I Yes 44 Disclosure Requirement and related datapoint SFDR reference Pillar 3 reference Benchmark Regulation reference EU Climate Law reference Material to Qt Page number Qt Group | Annual Report 2024 5959 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration ESRS S1-17 Incidents of discrimination paragraph 103 (a) Indicator number 7 of Table #3 of Annex I Yes 44 ESRS S1-17 Non-respect of UNGPs on Business and Human Rights and OECD paragraph 104 (a) Indicator number 10 of Table #1 and Indicator n. 14 of Table #3 of Annex I Delegated Regulation (EU) 2020/1816, Annex II Delegated Regulation (EU) 2020/1818 Art 12 (1) Yes 44 ESRS 2 – SBM-3 – S2 Significant risk of child labour or forced labour in the value chain paragraph 11 (b) Indicators number 12 and n. 13 of Table #3 of Annex I Yes 45 ESRS S2-1 Human rights policy commitments paragraph 17 Indicator number 9 of Table #3 and Indicator n. 11 of Table #1 of Annex 1 Yes 48, 49 ESRS S2-1 Policies related to value chain workers paragraph 18 Indicator number 11 and n. 4 Table #3 of Annex 1 Yes 45, 46, 48, 49 ESRS S2-1 Non-respect of UNGPs on Business and Human Rights principles and OECD guidelines paragraph 19 Indicator number 10 of Table #1 of Annex 1 Delegated Regulation (EU) 2020/1816, Annex II Delegated Regulation (EU) 2020/1818, Art 12 (1) Yes 48, 49 ESRS S2-1 Due diligence policies on issues addressed by the fundamental International Labor Organisation Conventions 1 to 8, paragraph 19 Delegated Regulation (EU) 2020/1816, Annex II Yes 48, 49 Disclosure Requirement and related datapoint SFDR reference Pillar 3 reference Benchmark Regulation reference EU Climate Law reference Material to Qt Page number Qt Group | Annual Report 2024 6060 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration ESRS S2-4 Human rights issues and incidents connected to its upstream and downstream value chain paragraph 36 LIndicator number 14 of Table #3 of Annex 1 Yes 47 ESRS S3-1 Human rights policy commitments paragraph 16 Indicator number 9 of Table #3 of Annex 1 and Indicator number 11 of Table #1 of Annex 1 Not material ESRS S3-1 Non-respect of UNGPs on Business and Human Rights, ILO principles or and OECD guidelines paragraph 17 Indicator number 10 of Table #1 of Annex 1 Delegated Regulation (EU) 2020/1816, Annex II Delegated Regulation (EU) 2020/1818, Art 12 (1) Not material ESRS S3-4 Human rights issues and incidents paragraph 36 Indicator number 14 of Table #3 of Annex 1 Not material ESRS S4-1 Policies related to consumers and end-users paragraph 16 Indicator number 9 of Table #3 and Indicator number 11 of Table #1 of Annex 1 Not material ESRS S4-1 Non-respect of UNGPs on Business and Human Rights and OECD guidelines paragraph 17 Indicator number 10 of Table #1 of Annex 1 Delegated Regulation (EU) 2020/1816, Annex II Delegated Regulation (EU) 2020/1818, Art 12 (1) Not material ESRS S4-4 Human rights issues and incidents paragraph 35 Indicator number 14 of Table #3 of Annex 1 Not material ESRS G1-1 United Nations Convention against Corruption paragraph 10 (b) Indicator number 15 of Table #3 of Annex 1 Yes 48 Disclosure Requirement and related datapoint SFDR reference Pillar 3 reference Benchmark Regulation reference EU Climate Law reference Material to Qt Page number Qt Group | Annual Report 2024 6161 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration ESRS G1-1 Protection of whistle- blowers paragraph 10 (d) Indicator number 6 of Table #3 of Annex 1 Yes 48 ESRS G1-4 Fines for violation of anti- corruption and anti-bribery laws paragraph 24 (a) Indicator number 17 of Table #3 of Annex 1 Delegated Regulation (EU) 2020/1816, Annex II) Yes 50 ESRS G1-4 Standards of anti- corruption and anti-bribery paragraph 24 (b) Indicator number 16 of Table #3 of Annex 1 Yes 50 Disclosure Requirement and related datapoint SFDR reference Pillar 3 reference Benchmark Regulation reference EU Climate Law reference Material to Qt Page number Qt Group | Annual Report 2024 6262 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Code Caption Page General Disclosures GENERAL DISCLOSURES (ESRS 2) BP-1 General basis for preparation of sustainability statements 19 BP-2 Disclosures in relation to specific circumstances 19 GOV-1 The role of the administrative, management and supervisory bodies 19–20 GOV-2 Information provided to and sustainability matters addressed by the undertaking’s administrative, management and supervisory bodies 20 GOV-3 Integration of sustainability-related performance in incentive schemes 21 GOV-4 Statement on due diligence 21 GOV-5 Risk management and internal controls over sustainability reporting 21 SBM-1 Strategy, business model and value chain 22 SBM-2 Interests and views of stakeholders 23–24 SBM 3 Material impacts, risks and opportunities and their interaction with strategy and business model 25, 37, 45 IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities 26–30 IRO-2 Disclosure Requirements in ESRS covered by the undertaking’s sustainability statements 31 53–63 MDR-P Policies adopted to manage material sustainability matters 37–38, 45–46, 48–49, 51 MDR-A Actions and resources in relation to material sustainability matters 40, 47, 49, 51 MDR-M Metrics in relation to material sustainability matters 42–44, 49, 52 MDR-T Tracking effectiveness of policies and actions through targets 41, 47, 49, 52 Code Caption Page Environmental information TAXONOMY INFORMATION Social information OWN WORKFORCE (S1) S1-1 Policies related to own workforce 37–38 S1-2 Processes for engaging with own workers and workers’ representatives about impacts 39 S1-3 Processes to remediate negative impacts and channels for own workers to raise concerns 39 S1-4 Taking action on material impacts on own workforce, and approaches to mitigating material risks and pursuing material opportunities related to own workforce, and effectiveness of those actions 40 S1-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities 41 S1-6 Characteristics of the undertaking’s employees 42 S1-9 Diversity metrics 20, 43 S1-10 Adequate wages 43 S1-14 Health and safety metrics 44 S1-16 Remuneration metrics (pay gap and total compensation) 44 S1-17 Incidents, complaints and severe human rights impacts 44 Qt Group | Annual Report 2024 6363 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Code Caption Page WORKERS IN THE VALUE CHAIN (S2) S2-1 Policies related to value chain workers 45–46 S2-2 Processes for engaging with value chain workers about impacts 46 S2-3 Processes to remediate negative impacts and channels for value chain workers to raise concerns 46 S2-4 Taking action on material impacts on value chain workers, and approaches to managing material risks and pursuing material opportunities related to value chain workers, and effectiveness of those actions 47 S2-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities 47 Governance information BUSINESS CONDUCT (G1) G1–1 Corporate culture and business conduct policies and corporate culture 48–49 G1–2 Management of relationships with suppliers 50 G1–3 Prevention and detection of corruption and bribery 50 G1–4 Confirmed incidents of corruption or bribery 50 Financial Statements 2024 Consolidated income statement .................................................65 Consolidated statement of financial position .........................66 Consolidated statement of cash flows .....................................67 Consolidated statement of changes in shareholders’ equity .................................................................... 68 Notes to the Consolidated Financial Statements .................69 Parent company income statement ..........................................98 Parent company balance sheet ...................................................99 Parent company cash flow statement ...................................100 Basic information on the parent company and accounting policies applied in the financial statements ......................................................... 101 Notes to the parent company financial statements ......... 102 Signatures to the Financial Statements and the Board of Directors’ Report ......................................... 106 Auditor's Report ...............................................................................107 Assurance Report on the Sustainability Report ..................113 Qt Group | Annual Report 2024 65 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Consolidated income statement Consolidated statement of comprehensive income 1 Jan–31 Dec 1 Jan–31 Dec EUR thousand Notes 2024 2023 Other comprehensive income Items which may be reclassified subsequently to profit or loss Translation difference -49 -232 Total comprehensive income 57,264 35,224 Distribution of comprehensive income: Parent company shareholders 57,264 35,224 1 Jan–31 Dec 1 Jan–31 Dec EUR thousand Notes 2024 2023 Net sales 2 209,063 180,743 Other operating income 3 20 356 Materials and services 4 -3,920 -4,544 Personnel expenses 5, 18, 22 -98,022 -87,739 Depreciation, amortization and impairment 7 -11,456 -11,191 Other operating expenses 8 -32,515 -30,277 Operating result 63,169 47,349 Financial income 9 8,492 3,219 Financial expenses 9 -1,303 -5,747 Earnings before tax 70,359 44,820 Income taxes 10 -13,045 -9,365 Net profit 57,314 35,455 Distribution of net profit: Parent company shareholders 57,314 35,455 Net profit attributable to parent company shareholders, earnings per share Undiluted earnings per share (EUR/share) 11 2.26 1.40 Diluted earnings per share (EUR/share) 11 2.26 1.39 Qt Group | Annual Report 2024 66 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Consolidated statement of financial position Assets Equity and liabilities EUR thousand Notes 31 Dec 2024 31 Dec 2023 Non-current assets Goodwill 12 44,370 44,370 Other intangible assets 12 39,159 47,197 Tangible assets 13 5,781 5,524 Long-term receivables 129 51 Contract assets 2 3,250 6,257 Deferred tax assets 14 867 956 Total non-current assets 93,556 104,356 Current assets Trade receivables 15 54,353 47,901 Other receivables 15 16,763 11,204 Contract assets 2 9,230 9,454 Cash and cash equivalents 16 64,861 33,595 Total current assets 145,207 102,154 Total assets 238,763 206,510 EUR thousand Notes 31 Dec 2024 31 Dec 2023 Shareholders’ equity Share capital 17 500 500 Unrestricted shareholders’ equity reserve 17 54,769 54,769 Own shares 17 -9,960 -9,960 Translation difference 17 164 213 Retained earnings 17, 18 75,647 41,376 Net profit 57,314 35,455 Total shareholders’ equity 178,433 122,353 Long-term liabilities Deferred tax liabilities 14 11,386 13,826 Long-term interest-bearing liabilities 20 2,199 2,001 Other long-term liabilities 19 5,654 11,325 Total long-term liabilities 19,239 27,151 Short-term liabilities Short-term interest-bearing liabilities 19, 20 2,117 18,512 Accounts payable 19 2,275 2,249 Other short-term liabilities 19 36,699 36,244 Total short-term liabilities 41,090 57,005 Total liabilities 60,330 84,156 Shareholders’ equity and liabilities 238,763 206,510 Qt Group | Annual Report 2024 67 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Consolidated cash flow statement EUR thousand 1 Jan–31 Dec 1 Jan–31 Dec 2024 2023 EUR thousand Profit before taxes 70,359 44,820 Adjustments to net profit Depreciation and amortization 11,456 11,191 Other adjustments -7,712 1,929 Change in working capital Change in trade and other receivables -9,845 -10,806 Change in accounts payable and other liabilities 2,680 1,118 Interest paid -579 -875 Other financial items 472 478 Taxes paid -13,168 -7,813 Cash flow from operations 53,663 40,041 1 Jan–31 Dec 1 Jan–31 Dec 2024 2023 Purchases of tangible and intangible assets -1,255 -807 Payment for acquisition of subsidiary, net of cash acquired -3,278 -4,086 Cash flow from investments -4,533 -4,893 Change in lease liabilities -2,330 -2,179 Share subscriptions based on stock options 2016 - 27 Repayment of short-term borrowings -16,000 - Repayment of long-term borrowings - -8,000 Cash flow from financing -18,330 -10,152 Change in cash and cash equivalents 30,800 24,996 Cash and cash equivalents at beginning of period 33,595 8,815 Net foreign exchange difference 466 -216 Cash and cash equivalents at end of period 64,861 33,595 * 2024 cash flow is affected by the payments from 2022 completed Axivion acquisition. Qt Group | Annual Report 2024 68 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Consolidated statement of changes in shareholders’ equity EUR thousand Share capital Unrestricted Total shareholders’ Translation Retained shareholders’ equity reserve Own shares difference earnings equity Shareholders’ equity 1 January 2023 500 54,742 -9,960 445 41,001 86,727 Comprehensive income for the period Net profit - - - - 35,455 35,455 Comprehensive income - - - -232 - -232 Stock option program and equity incentive program - 27 - - 376 403 Issue of shares as consideration for a business acquisition - - - - - - Issue of treasury shares - - - - - - Shareholders’ equity 31 December 2023 500 54,769 -9,960 213 76,831 122,353 Shareholders’ equity 1 January 2024 500 54,769 -9,960 213 76,831 122,353 Comprehensive income for the period Net profit - - - - 57,314 57,314 Comprehensive income - - - -49 - -49 Stock option program and equity incentive program - - - - -1,184 -1,184 Issue of shares as consideration for a business acquisition - - - - - - Issue of treasury shares - - - - - - Shareholders’ equity 31 December 2024 500 54,769 -9,960 164 132,961 178,433 Qt Group | Annual Report 2024 69 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Notes to the Consolidated Financial Statements Basic Information on the Group Qt Group is a globally operating software company whose technology and tools enable enterprises to enhance the product development of mobile and desktop applications and smart devices through every stage of the process, from user interface design to software development, quality assur- ance and deployment. Qt Group’s customers produce appli- cations and smart devices in more than 70 industries in over 180 countries. Qt Group’s strategy is focused on expanding its business and creating long-term growth opportuni- ties. The company executes growth investments, partic- ularly in R&D, sales, and the innovation of new solutions. Qt has operating locations in Finland, Norway, Germany, United States, Japan, China, South Korea, France, United Kingdom and India. The Group had 869 employees at the end of 2024 . The company is listed on the Nasdaq Helsinki Stock Ex- change. The parent company’s domicile is Espoo and its registered address is Miestentie 7, FI-02150 Espoo. A copy of the financial statements is available at investors.qt.io . Accounting Policies Applied in the Consolidated Financial Statements This section describes the general accounting policies applied in the consolidated financial statements and the use of man- agement judgment and estimates. More detailed accounting policies are presented below in connection with each item. Basis of Preparation The consolidated financial statements have been prepared in compliance with the International Financial Reporting Stan- dards (IFRS), observing the IAS and IFRS standards as well as the SIC and IFRIC interpretations valid on 31 December 2024. The IFRS standards and amendments that took effect in 2024 did not have material impact on the result or the financial posi- tion of the Group or on the presentation of the financial state- ments. IFRS 18 Presentation and Disclosure in Financial Statements, effective for reporting periods beginning on or after January 1, 2027, will replace the standard IAS 1 Presentation of Financial Statements. The standard will have an impact on the presen- tation of primary financial statements and the accompanying notes of Qt Group's consolidated financial statements. The consolidated financial statements are drawn up for the calendar year, which is the fiscal period for the Group’s parent company and other Group companies. The financial state- ments are presented in thousands of euros. The Board of Director’s report and the financial statements are available in Finnish and English. The Finnish version is the official ver- sion that will apply if there is any discrepancy between the language versions. Consolidation Principles The consolidated financial statements include the parent company, Qt Group Plc, and all of its subsidiaries. Acquired subsidiaries are consolidated using the acquisition method, according to which the assets and liabilities of the acquired company are measured at fair value on the date of acquisi- tion, and the remaining difference between the consideration transferred and the acquired shareholders’ equity consti- tutes goodwill. Subsidiaries acquired during the fiscal period are included in the consolidated financial statements as of the date of acquisition, while divested subsidiaries are included until the date of divestment. Intra-Group transactions, receiv - ables, liabilities, unrealized margins and internal profit distri- bution are eliminated in the consolidated financial statements. All subsidiaries included in the consolidated financial state- ments are fully owned and the Group does not have minority interests. The Group does not have associated companies or joint ventures. The financial statements for The Qt Company GmbH are included in these consolidated financial statements and there- fore apply the exemption provided in section 264 (3) of the German Code of Commerce for 2024. Foreign Currency Translation Items referring to the earnings and financial position of the Group’s units are recognized in the currency that is the main Accounting policies applied in the consolidated financial statements Qt Group | Annual Report 2024 70 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration currency of the unit’s primary operating environment (“func- tional currency”). The consolidated financial statements are given in euros, which is the operating and presentation cur- rency of the parent company. Receivables and liabilities denominated in foreign currencies have been converted into euro at the exchange rate in effect on the balance sheet date. Gains and losses arising from for- eign currency transactions are recognized through profit or loss. Foreign exchange gains and losses from operations are included in the corresponding items above operating profit. The income statements of non-Finnish consolidated compa- nies have been converted into euro at the weighted average exchange rate for the period, and their balance sheets have been converted at the exchange rate quoted on the balance sheet date. Translation differences arising from the applica- tion of the cost method are treated as items adjusting con- solidated shareholders’ equity. Accounting Policies Requiring Consideration by Management and Crucial Factors of Uncertainty Associated with Estimates Estimates and assumptions regarding the future have to be made during the preparation of the financial statements, and the outcome may differ from the estimates and assumptions. Furthermore, the application of accounting policies requires consideration. These estimates and assumptions are based on historical experience and other justifiable assumptions that are believed to be reasonable under the circumstances and that serve as a foundation for evaluating the items included in the financial statements. Consideration by Management Related to the Selection and Application of Accounting Policies The Group’s goodwill is allocated entirely to one cash-gener- ating unit. According to the estimate of the Group’s manage- ment, the Group does not have separate independent busi- nesses and, under the current structure, business operations can be monitored most reliably as a single cash-generating unit. In the view of the management, the Group does not have separate itemizable asset groups whose generated cash flows would be largely independent of the cash flows generated by other asset items or asset groups. Accordingly, the Group’s management does not consider it possible to independently allocate asset items to smaller cash-generating units. Business acquisitions and applying acquisition method re- quires making certain estimates and assessments concerning especially the fair value of the acquired intangible assets and liabilities assumed and the useful lives of the acquired intan- gible assets. Value measurement is based on anticipated cash flows. Estimating cash flows for customer relationships, technology-based assets, and trademarks and brand names is based on assessments that include for example: • assessments related to long term sales forecast and development of margins • defining appropriate discount rates • estimations related to customer loyalty • estimations related to appropriate market-based royalty percentages. Crucial Factors of Uncertainty Associated with Estimates Impairment testing is carried out annually to test goodwill and intangible assets with an unlimited useful life and evaluate any indications of impairment. Recoverable amounts from cash generating units are determined as calculations based on value in use. The preparation of these calculations requires the use of estimates. License revenue is recognized in accordance with the factual substance of the agreement. Income recognition requires a binding contract and complete delivery of the product. Income is recognized based on the time of delivery. License mainte- nance fees are allocated evenly over the agreement period . The most significant decision requiring judgment is related to the ratio between the license and maintenance fee compo- nents of the products. Notes to the Consolidated Financial Statements Qt Group | Annual Report 2024 71 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Notes to the Consolidated Financial Statements 1. Business Combinations Acquisitions in 2024 No acquisitions were made during the financial year 2024. Acquisitions in 2023 No acquisitions were made during the financial year 2023. In 2023, Qt group has completed the accounting for the busi- ness combination of Axivion and concluded the following mea- surement period adjustments from the finalized information obtained about facts and circumstances that existed as of the acquisition date: • Liabilities assumed decreased by EUR 109 thousand; • Consideration related to working capital adjustment increased by EUR 1,096 thousand. As a result, goodwill arising from the business combination was increased by EUR 987 thousand . In the fiscal year 2024, the earn-out liabilities were adjusted and positive profit impact of EUR 6.7 million was presented in other financial income. EUR thousand Summary of Axivion acquisition Cash consideration 26,921 Directed share issue 8,273 Earn-out 9,984 Total purchase price consideration 45,178 Total assets 40,021 Short-term liabilities 3,542 Deferred tax liability 10,260 Total liabilities 13,802 Net assets 26,219 Goodwill 18,959 Purchase price 45,178 Qt Group | Annual Report 2024 72 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration 2. Net Sales Breakdown Revenue Recognition Principles Qt Group revenue consists of net sales from licenses, main- tenance, and consulting. Revenue from license sales includes developer licenses and distribution licenses sales. License revenue is recognized in accordance with the contract criteria fulfilled. Revenue from the license sales is recognized when there is a binding con- tract, and when the license has been delivered to the customer. In addition to the license component, contracts from licenses sales might also include maintenance services such as new version releases and customer support, which are recognized over the contract period. Revenue of consulting services are recognized during the reporting period in which service is pro- vided. Revenue of fixed-price consulting projects are recog- nized as revenue and expenditure based on the percentage of completion when the outcome of the project can be reliably estimated. The Group does not have a significant financing component in its contracts with customers or sale with a right of return. The Group has elected to use the practical expedient in IFRS 15.121 and not to disclose the transaction price allocated to performance obligations that are unsatisfied as at the end of the reporting period or the estimated timing of satisfaction as the unsatisfied performance obligations are either part of contracts that have an original expected duration of one year or less, or the Group has the right to invoice a customer at an amount that corresponds directly with its performance to date . Assets and Liabilities Related to Contracts with Customers The timing of invoicing may differ from the timing of revenue recognition. The Group recognizes a contract asset when revenue is recognized prior to invoicing, and a con- tract liability when revenue is recognized after invoicing. Contract liabilities are typical for the Group because of timing of revenue recognition: revenue for licenses in general is recognized at a point in time whereas maintenance revenue is recognized evenly over the contract period. Contract liabilities are mainly short-term (12 months or less) and more information relating to maturity of contract liabilities are presented in the table below . Notes to the Consolidated Financial Statements 2024 2023 EUR thousand Net Sales Net Sales License sales and consulting 197,141 167,776 Maintenance revenue 11,922 12,967 Total net sales 209,063 180,743 of which distribution licenses 44,954 44,115 EUR thousand 2024 Net Sales 2023 Net Sales Finland 2,363 1,656 Rest of Europe 75,695 74,517 APAC 54,979 43,606 North America 76,026 60,964 Total net sales 209,063 180,743 The Group does not have customers that represent more than 10% of its net sales . Qt Group | Annual Report 2024 73 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration 2. Net Sales Breakdown Operating Segments The Group reports one business segment that provides its cus- tomers with software development tools. The Group’s highest operational decision-maker is the President and CEO together with the Group Management Team. Due to Qt Group’s busi- ness model, nature of operations and governance structure, the reported segment covers the entire Group, and its figures are congruent with the consolidated figures . Notes to the Consolidated Financial Statements EUR thousand 2024 2023 Revenue recognized from amounts included in contract liabilities at the beginning of the period: 10,824 8,531 EUR thousand 2024 2023 Trade receivables 54,353 47,901 Contract assets Non-current contract assets 3,250 6,257 Current contract assets 9,230 9,454 Contract liabilities Non-current advances reveived 5,654 4,363 Current advances received 14,330 12,194 During financial years 2024 and 2023, no significant impairment losses recognized on contract assets. Qt Group | Annual Report 2024 74 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration 3. Other Operating Income Other operating income consists of income that is not attributable to the Group’s actual business. Other oper- ating income is primarily comprised of income from organized events. 4. Materials and services Other income is generated by admissions to events organized by the com- pany, and by compensations paid by partners. In 2024, no big events were organized. EUR thousand 2024 2023 Other income 20 356 Total 20 356 EUR thousand 2024 2023 Notes to the Consolidated Financial Statements External services 3,920 4,544 Total 3,920 4,544 External services are mainly comprized of outsourcing services and subcontracting. 3. Other Operating Income Qt Group | Annual Report 2024 75 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration 5. Employee Benefits Pension Liabilities Pension plans are categorized as defined benefit or defined contribution plans. In defined contribution plans, the Group makes fixed contributions to a pension insurance company, and the Group does not have a legal or factual obligation to make additional contributions. Payments made to defined con- tribution plans are recognized through profit or loss as per- sonnel expenses for the period to which the payment applies. The Group’s pension schemes are categorized as defined con- tribution plans. Group’s personnel on average 2024 2023 Finland 259 212 Rest of Europe 305 275 APAC 151 129 North America 120 115 Total 834 732 EUR thousand 2024 2023 Wages and salaries 84,391 74,357 Pension costs (defined contribution plans) 6,627 5,582 Equity incentive program -1,184 376 Other personnel expenses 8,188 7,424 Total 98,022 87,739 Notes to the Consolidated Financial Statements Information on equity incentive program is presented in Note 18, Share-based payments. 5. Personnel Expenses Qt Group | Annual Report 2024 76 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration 6. Research and Development Costs Research expenses are expensed through profit or loss for the period during which they occur. Development expenses are capitalized only if the Group meets the requirements of IAS 38 for the capitalization of develop- ment expenses. Capitalized development expenses are depre- ciated over their useful lives. An asset is depreciated starting from when it is ready to use. An asset that is not yet ready to use is tested annually for impairment. Capitalized devel- opment expenses are measured at cost less accumulated depreciation and impairment after the initial recognition. Other development expenses are recognized as expenses. The Group did not have capitalized development costs on 31 De- cember 2024. Development costs previously recognized as expenses are not capitalized in subsequent periods. Research and develop- ment costs recognized as expenses are included in personnel expenses and other operating expenses in the consolidated income statement. 7. Depreciation and Amortization During financial years 2024 and 2023, no impairment was identified on intangible assets or tangible assets. No regular amortization is booked on goodwill. Instead, goodwill is tested for impairment annually and when there are indications of impairment. More information on the impairment testing of goodwill is provided in Note 12, Intangible assets. EUR thousand 2024 2023 Research and development costs 29,487 22,393 Total 29,487 22,393 EUR thousand 2024 2023 Notes to the Consolidated Financial Statements Depreciation and amortization by asset category Intangible assets Software and licenses - 1 Intellectual property rights 8,090 8,091 Other intangible assets 21 31 Property, plant and equipment Buildings 2,129 2,058 Machinery and equipment 1,216 1,010 Total depreciation, amortization and impairment 11,456 11,191 6. Research and Development Costs Qt Group | Annual Report 2024 77 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration 8. Other Operating Expenses 9. Financial Income and Expenses EUR thousand 2024 2023 Personnel expenses 2,851 3,163 Travel and representation expenses 5,000 4,400 Marketing and communications 4,269 3,733 External services 8,567 7,595 Costs of premises 3,303 3,193 IT expenses 6,876 6,430 Other expenses 1,649 1,761 Total 32,515 30,277 Financial income Auditor’s fees Audit, KPMG Oy Ab 71 46 Other specialist services, KPMG Oy Ab 50 35 Audit, KPMG network 24 24 Other specialist services, KPMG network - - Total 145 105 EUR thousand 2024 2023 Exchange rate gains 1,615 3,212 Other financial income 6,877 7 Total 8,492 3,219 Financial expenses Notes to the Consolidated Financial Statements EUR thousand 2024 2023 Interest expenses for loans from financial institutions 280 1,019 Exchange rate losses 156 3,789 Other financial expenses 866 939 Total 1,303 5,747 The Group’s auditor for 2023 and 2024 was KPMG Oy Ab. During financial year 2024, services that were rendered by KPMG Oy Ab to the Qt Group companies and that were not related to auditing amounted to EUR 50 (35) thousand . * Among this amount, EUR 34 thousand (EUR 19 thousand) is related to statements based on auditing acts and other regulations. Exchange rate gains and losses mainly consist of intercompany balances denominated in a currency other than the functional currency of the parties. Other financial income mainly consists of the earn-out liabilities adjustment from the Axivion acquisition. Qt Group | Annual Report 2024 78 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration 10. Income Taxes The Group’s tax expense is comprized of the tax based on the taxable profit of each Group company for the period and change in deferred tax assets and liabilities. The tax based on the taxable income for the period is calculated using the tax rate prescribed or practically confirmed by the closing date of the reporting period. Deferred tax assets or liabilities are recognized for temporary differences between the taxation and accounting values of assets and liabilities using the tax rate prescribed or practically confirmed by the closing date of the reporting period. Temporary differences arise from, among other things, confirmed tax losses, depreciation dif- ference, provisions and adjustments to the fair values of assets and liabilities made in connection with business acquisitions. Deferred tax liabilities are recognized for the undistributed earnings of subsidiaries if the distribution of profits is prob- able and will result in tax consequences. Deferred tax liabili- ties are included in the balance sheet in full, and deferred tax assets in the amount of the estimated probable tax benefit. The tax expense in the income statement is comprized of tax based on the taxable income for the period and deferred taxes. Taxes are recognized through profit or loss, except when they are associated with business combinations or items recog- nized directly in shareholders’ equity or other comprehensive income. Tax assets or liabilities based on the taxable income for the period are presented under current items in the balance sheet, while deferred tax liabilities and assets are presented under non-current items. EUR thousand 2024 2023 Taxes for the period 15,333 12,182 Taxes for previous periods -62 -210 Other items - Deferred tax -2,263 -2,607 Total 13,132 9,365 Reconciliation of tax expenses with the tax rate of the Group’s home country (20%) Earnings before tax 70,356 44,820 Taxes calculated at the parent company’s tax rate 14,071 8,964 Effect of deviating tax rates of foreign subsidiaries 27 237 Income not subject to tax -1,335 - Share-based payment related expenses - Non-deductible expenses and other differences 160 403 Withholding taxes - Other items 271 -28 Taxes for previous periods -62 -210 Total 13,132 9,365 Effective tax rate 19% 21% Notes to the Consolidated Financial Statements Qt Group | Annual Report 2024 79 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration 11. Earnings per Phare Undiluted Earnings per Share Undiluted earnings per share are calculated by dividing the profit for the period attributable to parent company share- holders by the weighted average number of outstanding shares. Diluted Earnings per Share In calculating the diluted earnings per share, the dilution effect of all potential dilutive equity shares is taken into account in the weighted average number of shares. Stock options included in the incentive scheme are conditionally issued, and they are taken into account in calculating the diluted earnings per share. The options have a dilution effect when their subscription price is lower than the average market price of the share during the financial period or a shorter period of execution. The dilution effect is the difference between the number of shares issued and the number of shares that would have been issued at the average market price of the shares during the period . Notes to the Consolidated Financial Statements 2024 2023 Net profit attributable to parent company shareholders (EUR thousand) 57,314 35,455 Weighted average number of shares during the financial period, 1,000 shares 25,391 25,391 Undiluted earnings per share (EUR/share) 2.26 1.40 The diluted weighted number of shares for the calculation of earnings per share, 1,000 shares 25,391 25,469 Diluted earnings per share (EUR/share) 2.26 1.39 11. Earnings per Share Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration 80 Qt Group | Annual Report 2024 12. Goodwill and Other Intangible Assets Goodwill Goodwill corresponds to the proportion of the acquisition cost of an acquired entity that exceeds the Group’s share of the net amount of the identifiable assets, liabilities and contin- gent liabilities of the business entity’s net assets on the date of acquisition. Goodwill is recognized at the original cost less accumulated impairment losses. No regular amortization is booked on goodwill but it is tested annually for impairment. For this purpose, goodwill is allocated to cash generating unit. The recoverable amount of the unit is tested annually or more frequently if there are indications of impairment to determine any impairment of its carrying amount. Research and Development Costs Development costs are capitalized only if the Group meets the requirements of IAS 38 for the capitalization of development costs. The Group did not have capitalized development costs on 31 December 2024 . Notes to the Consolidated Financial Statements Other Intangible Assets An intangible asset is recognized in the balance sheet at the original cost in case the cost can be determined reliably and it is probable that the expected economic benefit form the asset will flow to the Group. Intangible assets with a limited useful life are recognized as expenses in the income statement by straight-line depreciation over their useful life, and tested for impairment if there are indications of any impairment. The depreciation periods of other intangible assets: Software and licenses 3–8 years Intellectual property rights 3–8 years Qt Group | Annual Report 2024 81 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration EUR thousand Goodwill Other intangible assets Total Acquisition cost, 1 January 44,370 66,858 111,228 Translation differences and other adjustments - -3 -3 Acquisition of subsidiary - - - Additions - 79 79 Disposals - - - Acquisition cost, 31 December 44,370 66,934 11,304 Accumulated depreciation and impairment, 1 January - -19,660 -19,660 Translation differences and other adjustments - -3 -3 Depreciation for the period - -8,111 -8,111 Disposals - - - Accumulated depreciation and impairment, 31 December - -27,775 -27,775 Book value, 1 January 44,370 47,197 91,567 Book value, 31 December 44,370 39,159 83,530 EUR thousand Goodwill Other intangible assets Total Acquisition cost, 1 January 43,383 67,007 110,390 Translation differences and other adjustments - -22 -22 Acquisition of subsidiary - - - Additions 987 88 1,076 Disposals - -216 -216 Acquisition cost, 31 December 44,370 66,858 111,228 Accumulated depreciation and impairment, 1 January - -11,644 -11,644 Translation differences and other adjustments - 16 16 Depreciation for the period - - 8,123 - 8,123 Disposals - 90 90 Accumulated depreciation and impairment, 31 December - -19,660 -19,660 Book value, 1 January 43,383 55,362 98,746 Book value, 31 December 44,370 47,197 91,567 Goodwill and other intangible assets 2024 Goodwill and other intangible assets 2023 Notes to the Consolidated Financial Statements Qt Group | Annual Report 2024 82 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Notes to the Consolidated Financial Statements Impairment Testing On each balance sheet date, the company estimates whether there is evidence that the value of an asset may have been impaired. If there is evidence of impairment, the amount recoverable from the asset is estimated. In addition, the recoverable amount is estimated annually on the following assets regardless of whether there is an indication of impairment or not: goodwill and intan- gible assets with an unlimited useful life. The need for impairment is reviewed at the level of cash generating unit, which refers to the lowest level of unit that is mainly independent of other units and whose cash flows can be separated from other cash flows. If the carrying amount exceeds the recover- able amount, an impairment loss is recognized in the income statement. An impairment loss recognized for goodwill will not be reversed under any circumstances. Qt Group is the cash generating unit to which the entire tested asset is allocated in the testing. The following tables show the distribution of goodwill and values subject to testing at the end of the reporting period. Impairment testing in 2024 Impairment testing is carried out at the Qt Group level, which is determined as the lowest level of cash generating unit (CGU). During the 2024 financial period, identified intangible assets were depreciated by EUR 8,031 thousand. Based on the impairment testing calculations by the management, no need for recognizing impairment losses was found during the 2024 financial period. The present values for Qt Group’s assets were calculated for the five-year forecast period based on the following assump- tions in the testing: net sales and operating profit for 2025 according to budget. Over the five-year forecast period, the average annual growth in net sales is 15–21 percent and ter- minal period growth is 1 percent thereafter, operating profit (EBIT) 33–36 percent and a pre-tax discount rate 9.4 percent. Based on sensitivity analyses, the company’s management Identified Total value intangible subject EUR thousand assets Goodwill Other items to testing 39,036 44,370 40,460 123,767 considers it improbable that a change in the key parameters used in testing (growth in net sales, total expenses, interest rates) would result in a situation in which the value of the tested asset exceeds the recoverable amount. Based on the sensitivity analysis made, the amount of Qt Group’s tested assets requires an average growth of 0.0 percent over the five-year forecast period, even if the costs for 2025 were allowed to grow according to the budget and moderately even after that with profitability being -1.5 percent at the end of the forecast period. Qt Group | Annual Report 2024 83 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Impairment testing in 2023 Impairment testing is carried out at the Qt Group level, which is determined as the lowest level of cash generating unit (CGU). During the 2023 financial period, identified intangible assets were depreciated by EUR 8,031 thousand. Based on the impairment testing calculations by the management, no need for recognizing impairment losses was found during the 2023 financial period. The present values for Qt Group’s assets were calculated for the five-year forecast period based on the following assump- tions in the testing: net sales and operating profit for 2024 according to budget. Over the five-year forecast period, the average annual growth in net sales is 15–28 percent and ter- minal period growth is 1 percent thereafter, operating profit (EBIT) 20–30 percent and a pre-tax discount rate 9.8 percent . Identified Total value intangible subject EUR thousand assets Goodwill Other items to testing 47,068 44,370 17,981 109,419 Based on sensitivity analyses, the company’s management considers it improbable that a change in the key parameters used in testing (growth in net sales, total expenses, interest rates) would result in a situation in which the value of the tested asset exceeds the recoverable amount. Based on the sensitivity analysis made, the amount of Qt Group’s tested assets requires an average growth of 0.0 percent over the five-year forecast period, even if the costs for 2024 were allowed to grow according to the budget and moderately even after that with profitability being -1.1 percent at the end of the forecast period. Notes to the Consolidated Financial Statements Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration 13. Tangible Assets Property, plant and equipment (PPE) are carried at cost less accumulated planned depreciation and impairment. Assets are depreciated over their estimated useful lives. The estimated useful lives are as follows: Machinery and equipment 3–8 years The useful life and depreciation method of assets is reviewed at least at each balance sheet date and, if necessary, adjusted to reflect any changes in the expected economic value . At inception of a contract, the Group assesses whether a con- tract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an iden- tified asset for a period of time in exchange for consideration. Leases are recognized as a right-of-use asset and a corre- sponding lease liability at the date at which the leased asset is available for use by the Group. The group has lease contracts mainly for office premises in all operating countries. Lease term is determined as the non-cancellable period in the lease contracts. For the right- Notes to the Consolidated Financial Statements A right-of-use asset is measured at cost at the commence- ment date of the lease and is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the lease term or the end of the useful life of the right-of-use asset . 84 Qt Group | Annual Report 2024 of-use asset buildings, the Group applies the practical expe- dient and elects to combine non-lease components in the con- tracts with the lease component and to account for them as a single lease component. A lease liability is recognized at the commencement date of the lease and measured at the present value of the future lease payments payable during the lease term. The lease payments are discounted using the interest rate implicit in the lease, if readily available. Where the interest rate implicit in the lease is not available, the incremental borrowing rate is used. The lease liability is subsequently measured at amortized cost using the effective interest method. For a maturity analysis of lease lia- bilities, see Note 20. The Group has elected not to recognize lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low value assets. The Group recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term . Qt Group | Annual Report 2024 85 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration EUR thousand Right-of-use-assets, buildings Right-of-use-assets, machinery and equipment Machinery and equipment Total Acquisition cost, 1 January 9,353 2,424 4,362 16,138 Translation differences and other adjustments - - 47 47 Acquisition of subsidiary - - - - Increases 2,151 281 1,194 3,626 Disposals - - -98 -98 Acquisition cost, 31 December 11,504 2,705 5,504 19,712 Accumulated depreciation and impairment, 1 January -5,753 -2,021 -2,840 -10,614 Translation differences and other adjustments - - -43 -43 Depreciation for the period -2,129 -260 -956 -3,345 Disposals - - 69 69 Accumulated depreciation and impairment, 31 December -7,882 -2,281 -3,768 -13,930 Book value, 1 January 3,600 403 1,522 5,525 Book value, 31 December 3,622 424 1,736 5,782 Tangible assets 2024 Qt Group | Annual Report 2024 86 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration EUR thousand Right-of-use-assets, Right-of-use-assets, Machinery and buildings machinery and equipment equipment Total Acquisition cost, 1 January 7,495 2,000 3,683 13,177 Translation differences and other adjustments - - -99 -99 Acquisition of subsidiary - - - - Increases 2,036 423 812 3,270 Disposals -178 - -34 -212 Acquisition cost, 31 December 9,353 2,424 4,362 16,138 Accumulated depreciation and impairment, 1 January -3,803 -1,806 -2,138 -7,746 Translation differences and other adjustments - - 68 68 Depreciation for the period -2,058 -215 -795 -3,068 Disposals 108 - 26 134 Accumulated depreciation and impairment, 31 December -5,753 -2,021 -2,840 -10,614 Book value, 1 January 3,692 194 1,544 5,430 Book value, 31 December 3,600 403 1,522 5,525 Tangible assets 2023 Qt Group | Annual Report 2024 87 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Changes in deferred tax during 2024 Changes in deferred tax during 2023 14. Deferred Tax Assets and Liabilities The accounting principles relating to income taxes are presented in Note 10 Income taxes. Notes to the Consolidated Financial Statements EUR thousand 1 Jan 2024 Recognized in the income statement 31 Dec 2024 1 Jan 2023 Recognized in the income statement 31 Dec 2023 Deferred tax assets: Tangible assets 878 61 939 801 78 878 Other items 913 -142 771 749 164 913 Offset against deferred tax liabilities -835 -844 -789 -835 Total 956 -81 867 760 241 956 Deferred tax liabilities: From allocation of the fair values of acquisitions 13,828 -2,409 13,828 16,237 -2,409 13,828 Tangible assets 835 9 844 789 46 835 Other items -2 -31 -33 - -2 -2 Offset against deferred tax assets -835 -844 -789 -835 Total 13,826 -2,431 11,386 16,237 -2,365 13,826 Qt Group | Annual Report 2024 88 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration 15. Trade and Other Receivables Trade receivables are recognized when the right to payment is unconditional. For license contracts, the receivable is generally recognized at the time of invoicing when the license has been delivered. For the consulting services, the receivable is recog- nized according to the invoicing in the contract terms. The carrying amount of the trade receivables is a moderate estimate of their fair value. The Group has recognized a credit loss provision of EUR 3,510 thousand in trade receivables in the 2024 financial statements (2023: EUR 3,147 thousand) . Credit loss based on trade receivables and its measurement are disclosed further in Note 20. Financial Liabilities and Financial Risk Management. Accrued income consists of prepayments and tax accruals. Other receivables consist mainly of withholding tax receivables. EUR thousand 2024 2023 Trade receivables 57,863 51,047 Credit loss provision -3,510 -3,147 Lease security deposits 847 736 Accrued income 6,395 5,307 VAT receivable 3,174 -656 Other receivables 6,347 5,818 Total 71,115 59,105 Notes to the Consolidated Financial Statements EUR thousand 2024 2023 Undue trade receivables 43,850 38,918 Trade receivables 1–30 days overdue 5,284 3,868 Trade receivables 31–60 days overdue 2,537 1,329 Trade receivables 61–90 days overdue 827 800 Trade receivables 91–120 days overdue 672 876 Trade receivables 121–180 days overdue 795 1,478 Trade receivables 181–360 days overdue 1,823 1,132 Trade receivables over 360 days overdue 2,075 2,647 Total 57,863 51,047 Qt Group | Annual Report 2024 89 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration 16. Cash and Cash Equivalents Cash and cash equivalents are comprized of cash assets, short-term bank deposits and other very liquid short- term investments with a period of maturity of no more than three months . 17. Notes to Shareholders’ Equity Share capital and number of shares The share subscription price received in connection with the share issues shall be entered in the share capital to the extent that the subscription price has not been decided in the share issue resolution to be entered in the unrestricted shareholders' equity reserve. Translation difference Translation difference includes the exchange rate differences from the translation of the financial state- ments of foreign units. Unrestricted shareholders’ equity reserve Unrestricted shareholders' equity reserve contains other equity type investments and the subscription price of shares to the extent that they are not, based on a specific decision, recognized in the share cap- ital. For the option programs that have been decided on after the new Companies Act (21.7.2006/624) entered into force (September 1, 2006), the fees for subscriptions are recognized in full in the unrestricted shareholders' equity reserve . Own shares Own shares reserve includes the purchase costs of own shares in Qt Group’s possession. The purchase and disposal of own shares is disclosed as separate fund in equity. At the end of December 2024, the Group held 79,000 of its own shares as treasury shares, which represents 0.31 percent of the entire stock . Number of shares EUR thousand 2024 2023 Bank accounts 64,861 33,595 Total 64,861 33,595 Notes to the Consolidated Financial Statements Share capital (EUR thousand) 1 January 2024 25,391,211 500 31 December 2024 25,391,211 500 Qt Group | Annual Report 2024 90 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration 18. Share-based Payments The Group has a share-based incentive scheme where payments are made in equity instruments. The rewards granted through the scheme are measured at fair value on the date of them being granted and recognized as expenses evenly during the vesting period. The impact of these arrangements on the financial results is shown under personnel expenses with retained earnings as the counter-item. Equity incentive program 2022–2024 The Board of Directors of Qt Group Plc has decided on 16 February 2022 to establish a new equity incentive program for the company’s President and CEO and other key persons. Objective of the program is to bring together the company owners’ and key persons’ goals for enhancing the company’s value, commit the key persons to the company, and to offer them a competitive incentive program based on company shares. The incentive program has one reward collection period cov- ering years 2022–2024. Rewards in the program are deter- mined by Qt Group Plc’s net sales in 2024. Rewards will start accumulating once the net sales for 2024 exceed EUR 21 0 mil- lion, and then continue to increase in a linear manner up to a maximum value equivalent to 130,000 shares once net sales reach EUR 310 million. Of the maximum reward equivalent to the value of 130,000 shares, the President and CEO’s share is 10,000 and for other key persons it is equivalent to the value of 120,000 shares. The rewards pursuant to the program will be paid upon the confirmation of the financial statements for Equity incentive program 2022–2024 Grant date 16 February 2022 Nature of the scheme Shares and cash Target group Key personnel Share-based remuneration, maximum number of shares 130,000 Earning period begins, date 1 January 2022 Earning period ends, date 31 December 2024 Vesting conditions Development of Qt Group Plc’s net sales Execution As shares and cash Notes to the Consolidated Financial Statements 2024 as a combination of shares and cash, so that the cash amount will approximately cover the taxes and other statutory fees resulting from the reward, and the rest of the reward will be paid to the recipient in shares. Shares paid out as rewards are not subject to any restrictions concerning e.g. their hand- over. Performance of the equity incentive program 2022–2024 is zero as the minimum net sales threshold was not met. Effect of option program on the net profit EUR thousand 2024 2023 Equity incentive program 2022–2024 1,184 -376 Total 1,184 -376 Qt Group | Annual Report 2024 91 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration 19. Short-term Liabilities The carrying amount of accounts payable and other liabilities is a moderate esti- mate of their fair value. The terms of payment of the Group’s accounts payable comply with the ordinary terms of payment of companies. Accrued charges and deferred credits are primary comprized of allocations of wages and salaries and personnel expenses . Besides the aforementioned, EUR 5,654 thousand (2023: EUR 4,363 thousand) of the advances received have been presented in Other long-term liabilities. Notes to the Consolidated Financial Statements EUR thousand 2024 2023 Loans from financial institutions - 16,299 Earn-out liabilities 890 3,040 Lease liabilities 2,117 2,213 Accounts payable 2,275 2,249 Advances received 14,330 12,194 Accrued charges and deferred credits 13,043 15,179 Other liabilities 8,435 5,831 Total 41,090 57,005 Qt Group | Annual Report 2024 92 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration 20. Financial Liabilities and Financial Risk Management Financial liabilities are initially measured at fair value. Financial liabilities are subsequently measured at cost allocated using the effective rate method if the trans- action cost is not immaterial. Financial liabilities are included in long- and short-term liabilities. Financial lia- bilities are categorized as long-term liabilities when they mature in more than 12 months. Liabilities maturing in less than 12 months are categorized as short-term . Financial liabilities All of the financial liabilities are denominated in euros. Fair value hierarchy Financial instruments measured at fair value are classified according to the following fair value hierarchy: instruments measured using quoted prices in active markets (level 1), instruments measured using inputs other than quoted prices included in level 1 observable either directly or indirectly (level 2), and instruments mea- sured using inputs that are not based on observable market data (level 3). Notes to the Consolidated Financial Statements 2024 2023 Fair value EUR thousand Asset values Fair values Asset values Fair values hierarchy Long-term Loans from financial institutions - - - - 2 Earn-out liabilities - - 6,962 6,962 3 Lease liabilities 2,199 2,001 Total 2,199 8,963 Short-term Loans from financial institutions - - 16,299 16,299 2 Earn-out liabilities 890 890 3,040 3,040 3 Lease liabilities 2,117 2,213 Total 3,007 21,55 2 Qt Group | Annual Report 2024 93 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Maturity of liabilities EUR thousand 2025 2026 2027 Total Loans from financial institutions - - - - Earn-out liabilities 890 - - 890 Lease liabilities 2,191 1,280 880 4,352 Accounts payable 2,275 - - 2,275 Total 5,356 1,280 880 7,517 EUR thousand 2024 2025 2026 Total Loans from financial institutions 16,299 - - 16,299 Earn-out liabilities 3,040 6,962 - 10,002 Lease liabilities 2,213 1,252 749 4,214 Accounts payable 2,249 - - 2,249 Total 23,801 8,213 749 32,764 2024 2023 Notes to the Consolidated Financial Statements Qt Group | Annual Report 2024 94 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Financial Risk Management The Group is exposed to certain financial risks during the normal course of its business. The Group’s management reg- ularly monitors the financial risks associated with business operations. The objective of the Group’s risk management is to minimize the adverse effects of the financial risks on the Group's earnings and balance sheet. The financial risks are mainly comprized of the credit risk and liquidity risk related to counterparties and fluctuation of market interest rates and exchange rates. The Group does not apply hedge accounting pursuant to IAS 39, and the Group has not held any derivative instruments during the financial period or the previous finan- cial period. Credit risk Credit risk management and credit control are coordinated by the Group’s financial function, which acts in cooperation with the business units. The Group’s policy defines creditworthiness requirements for customers in order to minimize the amount of credit losses. A credit loss is recognized for trade receivables when there is objective evidence that the receivables will not be received in full under the original terms and conditions. A sufficient provision was made for uncertain accounts receiv- able at the end of the fiscal period . To measure expected credit losses, the Group applies the IFRS 9 simplified approach, which uses a lifetime expected loss allowance for all trade receivables and contract assets (“Work in progress”), including amounts not due. The Group also recognizes a 50 per cent provision for impair- ment for receivables that are more than 180 days past due and a 100 per cent provision for receivables that are more than 360 days past due. The maturity breakdown of trade receivables is presented in Note 15, Trade and other receivables . Foreign exchange rate risk The Group’s currency risks are related to the receivables, liabil- ities and investments of foreign subsidiaries and as well as the Finnish company's accounts receivable denominated in foreign currency. On 31 December 2024, accounts receivable denom- inated in foreign currency amounted to EUR 29,669 thousand (on 31 December 2023, accounts receivable amounted to EUR 36,744 thousand). At the end of the financial year, the com- pany had no existing hedging instruments and the Group does not apply hedge accounting. The company monitors the devel- opment of currency exposure as its operations expand and as non-USD denominated currency items increase, which might lead to the adoption of an active hedging policy in the company . Liquidity risk Liquidity risk is associated with the sufficiency of financing required by the Group’s working capital, repayment of loans, investment expenses and growth, and maintaining its conti- nuity. The purpose of liquidity risk management is to conti- nuously maintain a sufficient level of liquidity. To manage the risk, the Group continuously assesses the amount of financing required by business operations so that the Group has suffi- cient liquid assets for financing its operations, and repaying maturing loans. Capital management The Group’s objective for capital management is to ensure normal prerequisites for operation to execute strategy (including mergers and acquisitions) in all circumstances and allow optimal cost of capital. At the moment, the amount of Qt Group's interest-bearing liabilities is small and the equity ratio is high 81.6% (64.4%). Interest rate risk At the moment, the interest rate risk is very small as the Group does not have any bank loans on the closing date. The Group will follow the development of the situation, and it is possible that it will adopt an active hedging policy in the future. Notes to the Consolidated Financial Statements Qt Group | Annual Report 2024 95 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration 21. The Group’s contingent liabilities Contingent liabilities EUR thousand 2024 2023 Pledges given on own behalf Guarantees 745 705 Pledges and contingent liabilities total 745 705 Notes to the Consolidated Financial Statements 22. Transactions with Related Parties The Group ’s related parties include the parent company and its subsidiaries. In addition, related parties are considered to include the members of the parent company’s Board of Direc- tors and the Group Management Team, including the Presi- dent and CEO and persons and companies in which the man- agement or Board of Directors exercise control or significant influence. Except for management remuneration, there have not been any material transactions between Qt and its members of the Board of Directors, the President and CEO or the members of the Management Team including any companies controlled or significantly influenced by them . Qt Group | Annual Report 2024 96 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration The Group’s Parent Company and Subsidiary Relationships are as Follows: Group companies 31 December 2024 Group’s Name holding Domicile Country Qt Group Plc Parent company Espoo Finland The Qt Company Oy 100% Espoo Finland The Qt Company 100% San Jose United States The Qt Company AS 100% Oslo Norway The Qt Company GmbH 100% Berlin Germany The Qt Company LLC 100% Seoul South Korea The Qt Company Ltd 100% Shanghai China The Qt Company UK 100% Norwich United Kingdom The Qt Company France 100% Issy-les-Moulineaux France Digia Software Ltd 100% Chengdu China Digia Hong Kong Ltd 100% Hong Kong China Qt India Technology Pvt Ltd 100% Bangalore India Axivion GmbH 100% Stuttgart Germany The Qt Company Japan 100% Tokyo Japan * The companies did not engage in business operations ** A branch of The Qt Company Oy in Japa n Salaries and fees of the Board of Directors and President and CEO Management’s employee benefits 1 Jan–31 Dec 1 Jan–31 Dec EUR thousand 2024 2023 Varelius Juha President and CEO Salaries and other short-term employee benefits 492 469 Option and Equity incentive program -91 29 Ingman Robert Chairman of the Board of Directors 81 80 Vice Chairman of the Board of Directors Saarinen Leena until 12.3.2024 5 59 Vice Chairman of the Board of Marsio Mikko Directors from 12.3.2024 57 46 Member of the Board of Directors Koppinen Jaakko until 14.3.2023 - 11 Välimäki Mikko Member of the Board of Directors 44 42 Member of the Board of Directors from Auramo Marika 14.3.2023 42 35 Member of the Board of Directors from Heikkonen Matti 14.3.2023 45 34 Member of the Board of Directors from Anckar Elina 12.3.2024 35 - Total 710 803 1 Jan–31 Dec EUR thousand Notes to the Consolidated Financial Statements 1 Jan–31 Dec 2024 2023 Salaries and other short-term employee benefits 1,683 1,432 Option and Equity incentive program -217 69 Total 1,466 1,501 22. Transactions with Related Parties Qt Group | Annual Report 2024 97 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration 23. Events After the Closing Date of the Reporting Period On 13 February 2025, the Board of Directors of Qt Group Plc released a new share-based incentive plan for the company’s key employees. The purpose of the incentive plan is to align the goals of the shareholders and the company's management to develop the company's value, and to commit the company's management and key personnel to the company and achieving the company's strategic goals by offering them a competitive long-term incentive plan. Members of the company's Board of Directors are not included in the incentive plan. The new performance-based incentive plan covers the years 2025-2027. The applicable performance criteria are based on the company's revenue growth during the measurement period ending at the end of 2027, as well as annually set stra- tegic targets, each with a one-year measurement period. Notes to the Consolidated Financial Statements Qt Group | Annual Report 2024 98 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Parent Company’s Income Statement FAS EUR Notes 2024 2023 Net sales 413,518.00 370,733.69 Personnel expenses 1 -899,691.88 -822,405.58 Other operating expenses 2 -1,406,405.08 -1,142,446.80 Operating profit -1,892,578.96 -1,594,118.69 Financial expenses 3 -103,871.79 -871,752.17 Earnings before appropriations and taxes -1,996,450.75 -2,465,870.86 Appropriations Group contributions received 1,996,450.75 2,322,228.54 Total appropriations 1,996,450.75 2,322,228.54 Income taxes - 8,640.19 Net profit - -135,002.13 Qt Group | Annual Report 2024 99 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration EUR Notes 31.12.2024 31.12.2023 Non-current assets Investments Holdings in group companies 4 17,406,928.24 17,406,928.24 Total 17,406,928.24 17,406,928.24 Non-current assets total 17,406,928.24 17,406,928.24 Current assets Accounts receivable from group companies - - Current receivables from group companies 28,683,507.79 91,147,911.27 Other receivables 156,581.35 24,648.82 Cash in hand and at banks 30,425.78 51,315.78 Total 28,870,514.92 91,223,875.87 Total assets 46,277,443.16 108,630,804.11 Parent Company’s Balance Sheet (FAS) EUR Notes 31.12.2024 31.12.2023 Shareholders’ equity Share capital 5 500,000.00 500,000.00 Unrestricted shareholders’ equity reserve 5 55,154,383.73 55,154,383.73 Own shares -9,959,968.64 -9,959,968.64 Retained earnings -390,872.93 -255,870.80 Net profit 5 - -135,002.13 Total 45,303,542.16 45,303,542.16 Long-term liabilities Long-term interest-bearing liabilities - - Total - - Short-term liabilities Accounts payable 211,633.63 59,073.74 Other liabilities 114,569.30 107,219.94 Short-term interest-bearing liabilities 15,162.96 16,305,205.76 Accrued charges and deferred credits 6 632,535.11 46,855,762.51 Total 973,901.00 63,327,261.95 Total shareholders’ equity and liabilities 46,277,443.16 108,630,804.11 Qt Group | Annual Report 2024 100 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Parent Company’s Cash Flow Statement FAS EUR 2024 2023 Net profit before tax -1,996,450.75 -2,465,870.86 Adjustments to net profit 103,871.79 871,752.17 Change in working capital 18,265,603.55 13,542,351.57 Interest paid -400,505.12 -726,110.78 Other financial items -2,394.85 -1,999.07 Income taxes paid - Cash flow from financial items and taxes -402,899.97 -728,109.85 Cash flow from operations 15,970,124.62 11,220,123.03 Repayment of current borrowings -16,000,000.00 - Repayment of non-current borrowings - -8,000,000.00 Net changes in bank overdrafts 8,985.38 -3,474,532.13 Share subscriptions based on stock options 2016 - 27,229.84 Cash flow from financing -15,991,014.62 -11,447,302.29 Change in cash and cash equivalents -20,890.00 -227,179.26 Cash and cash equivalents at beginning of period 51,315.78 278,495.04 Cash and cash equivalents at end of period 30,425.78 51,315.78 Qt Group | Annual Report 2024 101 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Basic Information on the Parent Company and Accounting Policies Applied in the Financial Statements Basic Information on the Company Qt Group Plc is the parent company of Qt Group, and its domicile is Espoo and its registered address is Miestentie 7, FI-02150 Espoo, Finland. Qt Group Plc’s subsidiary responsible for its operations in Finland is The Qt Company Oy. Accounting Policies Applied in the Financial Statements The parent company’s financial statements have been pre- pared in accordance with the Finnish Accounting Standards (FAS). The financial statements are based on original acqui- sition costs. Acquisition cost-based accounting is discounted to correspond to the fair value, if necessary. Pension Arrangements The pension cover of the company’s personnel is provided through statutory pension insurance. Pension contributions and expenses allocated to the financial period are based on confirmation received from the insurance company. Pension expenses are recognized as expenses for the year during which they are incurred. Taxes Taxes recognized in the income statement include taxes based on the net profit for the financial period, and adjustments to taxes for previous periods. Tangible and Intangible Assets Tangible and intangible assets are recognized in the balance sheet at direct acquisition cost less planned depreciation. Planned depreciation is based on the following useful lives: Intangible assets 3–5 years Acquisitions of fixed assets with a useful life of less than three years are recognized as annual expenses. Cash and Cash Equivalents and Loans from Financial Institutions Cash and cash equivalents include cash assets and bank accounts. Overdraft facilities of accounts are presented in current liabilities on the balance sheet. Loans from finan- cial institutions are included in long- and short-term liabili- ties on the balance sheet. Interest expenses are recognized as expenses for the period during which they are incurred. Shareholders’ Equity and Dividends The Board of Directors’ proposal for dividend payout is not recognized in the distributable shareholders’ equity in the financial statements before the approval of the Annual General Meeting. Qt Group | Annual Report 2024 102 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Notes to the Parent Company Financial Statements FAS 1. Information on Personnel and Related Parties 2. Other Operating Expenses 3. Financial Income and Expenses EUR 2024 2023 Wages and salaries 812,554.00 742,579.62 Pension expenses 85,424.04 69,953.08 Other personnel expenses 1,713.84 9,872.88 Total 899,691.88 822,405.58 EUR 2024 2023 IT expenses - 2,153.85 Expert services 577,764.09 427,781.40 Other expenses 828,640.99 712,511.55 Total 1,406,405.08 1,142,446.80 Auditor’s fees Audit 41,293.78 28,152.87 Other services 49,781.80 35,092.33 Total 91,075.58 63,245.20 EUR 2024 2023 Other financial expenses 103,871.79 871,752.17 Total 103,871.79 871,752.17 The company’s personnel expenses are comprized of the salaries and fees paid to the President and CEO and the Board of Directors. More detailed information about the related parties is presented in Note 22, Transactions with related parties to the consolidated finan- cial statements. The company’s auditor for 2023 and 2024 was KPMG Oy Ab. * Among this amount, EUR 33,569.97 (EUR 19,142.33) is related to statements based on auditing acts and other regulations. Qt Group | Annual Report 2024 103 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration 4. Investments Holdings in group companies Itemization of shares Notes to the parent company financial statements EUR 2024 Acquisition cost, 1 January 17,406,928.24 Acquisition cost, 31 December 17,406,928.24 Book value, 1 January 17,406,928.24 Book value, 31 December 17,406,928.24 EUR 2023 Acquisition cost, 1 January 17,406,928.24 Acquisition cost, 31 December 17,406,928.24 Book value, 1 January 17,406,928.24 Book value, 31 December 17,406,928.24 Group companies Domicile Country Holding Share of votes Digia Hong Kong Ltd Hong Kong China 100% 100% The Qt Company Oy Espoo Finland 100% 100% Qt Group | Annual Report 2024 104 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration 5. Changes in Shareholders’ Equity EUR 2024 2023 Share capital, 1 January 500,000.00 500,000.00 Share capital, 31 December 500,000.00 500,000.00 Unrestricted shareholders’ equity reserve, 1 January 55,154,383.73 55,127,153.89 Issue of shares - - Issue of treasury share - - Share subscriptions based on stock options - 27,229.84 Unrestricted shareholders’ equity reserve, 31 December 55,154,383.73 55,154,383.73 Own shares, 1 January -9,959,968.64 -9,959,968.64 Purchase of treasury shares - - Decrease of treasury shares - - Own shares, 31 December -9,959,968.64 -9,959,968.64 Retained earnings -390,872.93 -255,870.80 Decrease of treasury shares - - Net profit (loss) - -135,002.13 Total shareholders’ equity 45,303,542.16 45,303,542.16 Calculation of distributable funds Unrestricted shareholders’ equity reserve 55,154,383.73 55,154,383.73 Treasury shares -9,959,968.64 -9,959,968.64 Retained earnings -390,872.93 -255,870.80 Net profit (loss) - -135,002.13 Total distributable funds 44,803,542.16 44,803,542.16 Notes to the parent company financial statements Qt Group | Annual Report 2024 105 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration 6. Accrued Charges and Deferred Credits EUR 2024 2023 Accrued charges and deferred credits to group companies 500,000.00 46,726,053.01 Personnel expense allocations 70,778.70 70,115.98 Other accrued charges and deferred credits 61,756.41 59,593.52 Total 632,535.11 46,855,762.51 Board of Directors' dividend proposal Parent company’s net result showed a profit of EUR 0,00. The Board of Directors of the Qt Group Plc proposes to the Annual General Meeting that no dividend be paid for the fiscal year that ended on 31 December 2024. Notes to the parent company financial statements Qt Group | Annual Report 2024 106 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Signatures to the Financial Statements and the Board of Directors’ Report Espoo, 27 February 2025 Auditors’ note The report of the audit has been issued today. Espoo, 27 February 2025 KPMG Oy Ab Authorized Public Accountants Jonne Ahokas, Authorized Public Accountant Robert Ingman Chairman of the Board of Directors Mikko Marsio Vice Chairman of the Board of Directors Mikko Välimäki Member of the Board of Directors Juha Varelius President and CEO Matti Heikkonen Member of the Board of Directors Marika Auramo Member of the Board of Directors Elina Anckar Member of the Board of Directors Statements by the Board of Directors and the CEO We confirm that: The consolidated financial statements prepared in accordance with the international IFRS accounting standards approved for use in the EU, and the financial statements of the parent company prepared in accordance with the accounting regulations in force in Finland, provide a true and fair view of the assets, liabilities, financial posi- tion, and profit or loss of the company and the entities included in the consolidated financial statements. The report of the Board of Directors provides a true and fair view of the development and results of the business activities of the com- pany and the entities included in the consolidated financial state- ments, as well as a description of the principal risks and uncertain- ties and other matters concerning the company. The sustainability statement included in the report of the Board of Directors has been prepared in accordance with the reporting standards referred to in Chapter 7 and Article 8 of the Taxonomy Regulation. Qt Group | Annual Report 2024 107 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Auditor’s Report This document is an English translation of the Finnish auditor’s report. Only the Finnish version of the report is legally binding. To the Annual General Meeting of Qt Group Plc Report on the Audit of the Financial Statements Opinion We have audited the financial statements of Qt Group Plc (business identity code 2733394-8) for the year ended 31 December, 2024. The financial statements comprise the consolidated balance sheet, income statement, statement of comprehensive income, statement of changes in equity, statement of cash flows and notes, including material accounting policy information, as well as the parent company’s balance sheet, income statement, statement of cash flows and notes. In our opinion • the consolidated financial statements give a true and fair view of the group’s financial posi- tion, financial performance and cash flows in accordance with IFRS Accounting Standards as adopted by the EU • the financial statements give a true and fair view of the parent company’s financial performance and financial position in accordance with the laws and regulations governing the preparation of financial statements in Finland and comply with statutory requirements. Our opinion is consistent with the additional report submitted to the Audit Committee. Qt Group | Annual Report 2024 108 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Basis for Opinion We conducted our audit in accordance with good auditing prac- tice in Finland. Our responsibilities under good auditing prac- tice are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the parent company and of the group companies in accordance with the ethical requirements that are applicable in Finland and are relevant to our audit, and we have fulfilled our other ethical responsibilities in accordance with these requirements. In our best knowledge and understanding, the non-audit ser- vices that we have provided to the parent company and group companies are in compliance with laws and regulations appli- cable in Finland regarding these services, and we have not pro- vided any prohibited non-audit services referred to in Article 5(1) of regulation (EU) 537/2014. The non-audit services that we have provided have been disclosed in note 8 to the con- solidated financial statements. We believe that the audit evidence we have obtained is suffi- cient and appropriate to provide a basis for our opinion. Materiality The scope of our audit was influenced by our application of materiality. The materiality is determined based on our profes- sional judgement and is used to determine the nature, timing and extent of our audit procedures and to evaluate the effect of identified misstatements on the financial statements as a whole. The level of materiality we set is based on our assess- ment of the magnitude of misstatements that, individually or in aggregate, could reasonably be expected to have influence on the economic decisions of the users of the financial state- ments. We have also taken into account misstatements and/ or possible misstatements that in our opinion are material for qualitative reasons for the users of the financial statements. Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the finan- cial statements of the current period. These matters were The key audit matter How the matter was addressed in the audit Revenue Recognition and Valuation of Accounts Receivable – Refer to Accounting Principles and Notes 2 and 15 in the Consolidated Financial Statements Revenue recognition is one of the key areas of focus, in respect of the risk of management override and timing of revenue for license, maintenance and consulting income. We have tested controls over revenue recognition, including timing of revenue recognition, as well as performed substantive testing. Accounts receivable includes management estimate relating to valuation of overdue accounts receivable. We have assessed the recoverability of overdue accounts receivable and the related evidence as well as challenged the management’s assessment of the bad debt provision. addressed in the context of our audit of the financial state- ments as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. The sig- nificant risks of material misstatement referred to in the EU Regulation No 537/2014 point (c) of Article 10(2) are included in the description of key audit matters below. We have also addressed the risk of management override of internal controls. This includes consideration of whether there was evidence of management bias that represented a risk of material misstatement due to fraud. We have not identified key audit matters relating to the parent company’s financial statements. Qt Group | Annual Report 2024 109 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Responsibilities of the Board of Directors and the Managing Director for the Financial Statements The Board of Directors and the Managing Director are respon- sible for the preparation of consolidated financial state- ments that give a true and fair view in accordance with IFRS Accounting Standards as adopted by the EU, and of financial statements that give a true and fair view in accordance with the laws and regulations governing the preparation of finan- cial statements in Finland and comply with statutory require- ments. The Board of Directors and the Managing Director are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Board of Directors and the Managing Director are responsible for assessing the parent company’s and the group’s ability to continue as a going concern, disclosing, as applicable, matters relating to going concern and using the going concern basis of accounting. The financial statements are prepared using the going concern basis of accounting unless there is an intention to liquidate the parent company or the group or cease operations, or there is no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Rea- sonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with good auditing practice will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic deci- sions of users taken on the basis of the financial statements. As part of an audit in accordance with good auditing practice, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the parent company’s or the group’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. • Conclude on the appropriateness of the Board of Directors’ and the Managing Director’s use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the parent company’s or the group’s ability to continue as a going con- cern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our con- clusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or con- ditions may cause the parent company or the group to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events so that the financial statements give a true and fair view. • Plan and perform the group audit to obtain sufficient appro- priate audit evidence regarding the financial information of the entities or business units within the group as a basis for forming an opinion on the group financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion. Qt Group | Annual Report 2024 110 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any sig- nificant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a state- ment that we have complied with relevant ethical require- ments regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with gov- ernance, we determine those matters that were of most sig- nificance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regula- tion precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Other Reporting Requirements Information on our Audit Engagement We were first appointed as the auditors of Qt Group Plc by the Annual General Meeting on May 1, 2016, when the com- pany was founded as the result of de-merger from Digia Plc. We were appointed as auditors of Digia Plc for the financial year 2015. Other Information The Board of Directors and the Managing Director are respon- sible for the other information. The other information com- prises the report of the Board of Directors and the informa- tion included in the Annual Report, but does not include the financial statements or our auditor’s report thereon. We have obtained the report of the Board of Directors prior to the date of this auditor’s report, and the Annual Report is expected to be made available to us after that date. Our opinion on the financial statements does not cover the other information. In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other informa- tion is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. With respect to the report of the Board of Directors, our responsibility also includes considering whether the report of the Board of Directors has been pre- pared in compliance with the applicable provisions, excluding the sustainability report information on which there are pro- visions in Chapter 7 of the Accounting Act and in the sustain- ability reporting standards. In our opinion, the information in the report of the Board of Directors is consistent with the information in the financial statements and the report of the Board of Directors has been prepared in compliance with the applicable provisions. Our opinion does not cover the sustainability report information on which there are provisions in Chapter 7 of the Accounting Act and in the sustainability reporting standards. If, based on the work we have performed on the other infor- mation that we obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Helsinki, February 27, 2025 KPMG OY AB Jonne Ahokas Authorized Public Accountant, KHT Qt Group | Annual Report 2024 111 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Independent Auditor's Report on the ESEF Financial Statements of Qt Group Plc To the Board of Directors of Qt Group Plc We have performed a reasonable assurance engagement on the financial statements qtgroupoyj-2024-12-31-0-en.zip of Qt Group Plc (Business ID 2733394-8) that have been prepared in accordance with the Commission's regulatory technical standard for the finan- cial year ended 31.12.2024. Responsibilities of the Board of Directors and the Managing Director The Board of Directors and the Managing Director are responsible for the preparation of the company's report of the Board of Directors and financial statements (the ESEF financial state- ments) in such a way that they comply with the requirements of the Commission's regulatory technical standard. This responsibility includes: • preparing the ESEF financial statements in XHTML format in accordance with Article 3 of the Commission's regulatory technical standard • tagging the primary financial statements, notes and company's identification data in the con- solidated financial statements that are included in the ESEF financial statements with iXBRL tags in accordance with Article 4 of the Commission's regulatory technical standard and • ensuring the consistency between the ESEF financial statements and the audited finan- cial statements. The Board of Directors and the Managing Director are also responsible for such internal con- trol as they determine is necessary to enable the preparation of ESEF financial statements in accordance with the requirements of the Commission's regulatory technical standard. Qt Group | Annual Report 2024 112 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Auditor’s independence and quality management We are independent of the company in accordance with the ethical requirements that are applicable in Finland and are rel- evant to the engagement we have performed, and we have fulfilled our other ethical responsibilities in accordance with these requirements. The auditor applies International Standard on Quality Manage- ment (ISQM) 1, which requires the firm to design, implement and operate a system of quality management including poli- cies or procedures regarding compliance with ethical require- ments, professional standards and applicable legal and reg- ulatory requirements. Auditor’s responsibilities Our responsibility is to, in accordance with Chapter 7, Sec- tion 8 of the Securities Markets Act, provide assurance on the financial statements that have been prepared in accor- dance with the Commission's regulatory technical standard. We express an opinion on whether the consolidated financial statements that are included in the ESEF financial statements have been tagged, in all material respects, in accordance with the requirements of Article 4 of the Commission's regulatory technical standard. Our responsibility is to indicate in our opinion to what extent the assurance has been provided. We conducted a reasonable assurance engagement in accordance with International Stan- dard on Assurance Engagements (ISAE) 3000. The engagement includes procedures to obtain evidence on: • whether the primary financial statements in the consolidated financial statements that are included in the ESEF financial statements have been tagged, in all material respects, with iXBRL tags in accordance with the requirements of Article 4 of the Commission's regulatory technical standard and • whether the notes and company's identification data in the consolidated financial statements that are included in the ESEF financial statements have been tagged, in all material respects, with iXBRL tags in accordance with the require- ments of Article 4 of the Commission's regulatory technical standard and • whether there is consistency between the ESEF financial statements and the audited financial statements. The nature, timing and extent of the selected procedures depend on the auditor’s judgment. This includes an assess- ment of the risk of a material deviation due to fraud or error from the requirements of the Commission's regulatory tech- nical standard. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Opinion Our opinion pursuant to Chapter 7, Section 8 of the Secu- rities Markets Act is that the primary financial statements, notes and company's identification data in the consolidated financial statements that are included in the ESEF financial statements of Qt Group Plc qtgroupoyj-2024-12-31-0-en.zip for the financial year ended 31.12.2024 have been tagged, in all material respects, in accordance with the requirements of the Commission's regulatory technical standard. Our opinion on the audit of the consolidated financial state- ments of Qt Group Plc for the financial year ended 31.12.2024 has been expressed in our auditor's report dated 27.2.2025. With this report we do not express an opinion on the audit of the consolidated financial statements nor express another assurance conclusion. Helsinki 27 February 2025 KPMG OY AB Jonne Ahokas Authorzed Public Accountant, KHT Qt Group | Annual Report 2024 113 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Assurance Report on the Sustainability Report This document is an English translation of the Finnish auditor’s report. Only the Finnish version of the report is legally binding. To the Annual General Meeting of Qt Group Plc We have performed a limited assurance engagement on the group sustainability report of Qt Group Plc (business identity code 2733394-8) that is referred to in Chapter 7 of the Accounting Act and that is included in the report of the Board of Directors for the financial year 1.1.– 31.12.2024. Opinion Based on the procedures we have performed and the evidence we have obtained, nothing has come to our attention that causes us to believe that the group sustainability report does not comply, in all material respects, with 1) the requirements laid down in Chapter 7 of the Accounting Act and the sustainability reporting standards (ESRS); 2) the requirements laid down in Article 8 of the Regulation (EU) 2020/852 of the European Parliament and of the Council on the establishment of a framework to facilitate sustainable investment, and amending Regulation (EU) 2019/2088 (EU Taxonomy). Point 1 above also contains the process in which Qt Group Plc has identified the informa- tion for reporting in accordance with the sustainability reporting standards (double materi- ality assessment) and the tagging of information as referred to in Chapter 7, Section 22 of the Accounting Act. Qt Group | Annual Report 2024 114 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Our opinion does not cover the tagging of the group sustain- ability report with digital XBRL sustainability tags in accordance with Chapter 7, Section 22, Subsection 1(2), of the Accounting Act, because sustainability reporting companies have not had the possibility to comply with that provision in the absence of the ESEF regulation or other European Union legislation. Basis for Opinion We performed the assurance of the group sustainability report as a limited assurance engagement in compliance with good assurance practice in Finland and with the International Stan- dard on Assurance Engagements (ISAE) 3000 (Revised) Assur- ance Engagements Other than Audits or Reviews of Historical Financial Information. Our responsibilities under this standard are further described in the Responsibilities of the Authorized Group Sustainability Auditor section of our report. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Other Matter We draw attention to the fact that the group sustainability report of Qt Group Plc that is referred to in Chapter 7 of the Accounting Act has been prepared and assurance has been provided for it for the first time for the financial year 1.1.– 31.12.2024. Our opinion does not cover the comparative infor- mation that has been presented in the group sustainability report. Our opinion is not modified in respect of this matter. Authorized Group Sustainability Auditor's Independence and Quality Management We are independent of the parent company and of the group companies in accordance with the ethical requirements that are applicable in Finland and are relevant to our engagement, and we have fulfilled our other ethical responsibilities in accor- dance with these requirements. The authorized group sustainability auditor applies Inter- national Standard on Quality Management ISQM 1, which requires the authorized sustainability audit firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. Responsibilities of the Board of Directors and the Managing Director The Board of Directors and the Managing Director of Qt Group Plc are responsible for: • the group sustainability report and for its preparation and presentation in accordance with the provisions of Chapter 7 of the Accounting Act, including the process that has been defined in the sustainability reporting standards and in which the information for reporting in accordance with the sustain- ability reporting standards has been identified as well as the tagging of information as referred to in Chapter 7, Section 22 of the Accounting Act and • the compliance of the group sustainability report with the requirements laid down in Article 8 of the Regulation (EU) 2020/852 of the European Parliament and of the Council on the establishment of a framework to facilitate sustain- able investment, and amending Regulation (EU) 2019/2088; • such internal control as the Board of Directors and the Man- aging Director determine is necessary to enable the prepara- tion of a group sustainability report that is free from material misstatement, whether due to fraud or error. Inherent Limitations in the Preparation of a Sustainability Report Preparation of the sustainability report requires company to make materiality assessment to identify relevant matters to report. This includes significant management judgement and choices. It is also characteristic to the sustainability reporting that reporting of this kind of information includes estimates and assumptions as well as measurement and estimation uncertainty. Furthermore, when reporting forward looking information company has to disclose assumptions related to potential future events and describe company´s possible future actions in relation to these events. Actual outcome may differ as forecasted events do not always occur as expected. Qt Group | Annual Report 2024 115 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Responsibilities of the Authorized Group Sustainability Auditor Our responsibility is to perform an assurance engagement to obtain limited assurance about whether the group sustain- ability report is free from material misstatement, whether due to fraud or error, and to issue a limited assurance report that includes our opinion. Misstatements can arise from fraud or error and are considered material if, individually or in the aggre- gate, they could reasonably be expected to influence the deci- sions of users taken on the basis of the group sustainability report. Compliance with the International Standard on Assurance Engagements (ISAE) 3000 (Revised) requires that we exer- cise professional judgment and maintain professional skep- ticism throughout the engagement. We also: • Identify and assess the risks of material misstatement of the group sustainability report, whether due to fraud or error, and obtain an understanding of internal control relevant to the engagement in order to design assurance procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the parent company’s or the group’s internal control. • Design and perform assurance procedures responsive to those risks to obtain evidence that is sufficient and appro- priate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Description of the Procedures That Have Been Performed The procedures performed in a limited assurance engagement vary in nature and timing from, and are less in extent than for, a reasonable assurance engagement. The nature, timing and extent of assurance procedures selected depend on profes- sional judgment, including the assessment of risks of material misstatement, whether due to fraud or error. Consequently, the level of assurance obtained in a limited assurance engage- ment is substantially lower than the assurance that would have been obtained had a reasonable assurance engagement been performed. Our procedures included for ex. the following: • We interviewed Qt Group Plc’s management and persons responsible for the preparation and gathering of the sus- tainability information. • We familiarized with interviews to the key processes related to collecting and consolidating the sustainability information. • We got acquainted with the relevant guidances and policies related to the sustainability information disclosed in the sus- tainability report, as appropriate. • We acquainted ourselves to the background documentation and other records prepared by the company, as appropriate and assessed how they support the information included in the sustainability report. • In relation to the double materiality assessment process, we interviewed persons responsible for the process and famil- iarized ourselves with the process description prepared of the double materiality assessment and other documenta- tion and background materials. • In relation to the EU taxonomy information, we interviewed the management of the company and persons with key roles in reporting taxonomy information, we obtained evidence supporting the interviews and reconciled, as applicable, the reported EU taxonomy information to supporting documents and to the bookkeeping. • We assessed the application of the ESRS sustainability reporting standards reporting principles in the presenta- tion of the sustainability information. Helsinki, 27 February 2025 KPMG OY AB Authorized Sustainability Audit Firm JONNE AHOKAS Authorized Sustainability Auditor, KRT Qt Group | Annual Report 2024 116 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Corporate Governance Statement 2024 I. Introduction This Corporate Governance Statement has been prepared in accordance with the Governance Code for Listed Finnish Companies 2025 (“Governance Code”) and chapter 7, section 7 of Finnish Securities Market Act (746/2012). This Statement has been issued separately from the Board’s operating and financial review. The Governance Code is available on the Finnish Securities Market Association website www.cgfinland.fi. Qt Group | Annual Report 2024 117 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration II. Governance Qt Group Plc’s (hereinafter referred to as the “company”) cor- porate governance system is based on the Companies Act, the Securities Markets Act, general corporate governance recom- mendations, and the company’s Articles of Association and in-company rules and regulations on corporate governance. The company’s corporate governance principles are integrity, accountability, fairness and transparency. This means, among other things, that: • The company complies with the applicable laws, rules and regulations. • The company organizes, plans and manages its operations, and does business abiding by the applicable professional requirements approved by Board members, who demon- strate due care and responsibility in performing their duties. • The company demonstrates special prudence with respect to the management of its capital and assets. • The company's policy is to keep all market participants actively, openly and equitably informed of its business oper- ations. • The company's management, administration and personnel are subject to the appropriate internal and external audits and supervision. Shareholders’ Meeting The company's highest decision-making body is the Share- holders' Meeting at which shareholders exercise their voting rights regarding company matters. Each company share enti- tles the holder to one vote at the Shareholders' Meeting. The AGM will be held annually within three (3) months of the end of the financial year. An Extraordinary General Meeting will be held if the Board of Directors deems it necessary or if requested in writing by a company auditor or shareholders holding a minimum of 10 percent (1/10) of the company's shares, for the purpose of discussing a specific issue. The Finnish Limited Liability Companies Act and the company’s Articles of Association define the responsibilities and duties of the Shareholders’ Meeting. Extraordinary General Meet- ings decide on the matters for which they have been specif- ically convened. Qt Group | Annual Report 2024 118 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration is that the Board of Directors will always include necessary expertise especially in the following key areas: • the company’s field of business, • management of a similar-sized company, • the specific nature of a publicly listed company, • accounting, • risk management, and • Board activity. The aim for the composition the Board of Directors is to have males and females equally represented. During financial year 2024 the company’s Board of Directors had 6 members, out of which 4 were male (66.7 percent) and 2 were female (33.3 percent). The defined diversity principles were well fulfilled in all respects in the company's Board of Directors during finan- cial year 2024. The Board has prepared and approved a written agenda for its work. In addition to Board duties prescribed by the Companies Act and other rules and regulations, the Board of Directors is responsible for issues on its agenda, observing the following guidelines: • Good board practices require that the Board of Directors, instead of needlessly interfering in the details involved in day-to-day operations, concentrate on elaborating the com- pany’s short- and long-term strategies. • The Board’s general duty is to steer the company’s business with a view to maximizing shareholder value in the long term, while taking account of expectations set by various stake- holder groups; and • Board members are required to perform on the basis of suf- ficient, relevant and updated information, in order to serve the company’s interests. In addition, the Board’s agenda: • defines the Board’s annual action plan and provides a pre- liminary meeting schedule and framework agenda for each meeting; • provides guidelines for the Board’s annual self-assessment; • provides guidelines for distributing notices of meetings and advance information to the Board and procedures for keeping and adopting minutes; • defines job descriptions for the Chairman, members and sec- retary of the Board of Directors (the secretary is the Compa- ny’s General Counsel or, if absent, the CEO); and • defines the framework within which the Board may set up special committees or working groups. The Board evaluates its activities and working methods annu- ally, employing an external consultant for this evaluation, if necessary. Board of Directors Operations and Duties Elected by the Shareholders' Meeting, the Board of Directors is in charge of company administration and the appropriate organisation of company operations. Under the Articles of Association, the Board of Directors consists of four (4) to eight (8) members. The Compensation and Nomination Committee prepares a proposal for the Shareholders' Meeting regarding the composition of the new Board of Directors to be appointed. The majority of Board members must be independent of the company and a minimum of two (2) of those members must also be independent of the company's major shareholders. The President and CEO or other company employees under the President and CEO's direction may not be elected mem- bers of the Board. The term of all Board members expires at the end of the Annual General Meeting following their election. A Board member can be re-elected without limitations on the number of succes- sive terms. The Board of Directors elects its Chairman and Vice Chairman from amongst its members. The Board of Directors has determined the principles regarding the diversity of the Board of Directors. Accordingly, the require- ments of company size, market position and business industry should be duly reflected when composing the Board of Direc- tors. When composing the Board of Directors, the objective Qt Group | Annual Report 2024 119 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Board of Directors Robert Ingman Male, b. 1961 M.Sc. (Eng.), M.Sc. (Econ.) Chairman of the Board of Direc- tors of Qt Group Plc since 2016. Member of the Compensation and Nomination Committee. Full-time Chairman of the Board of Ingman Group Oy Ab. His previous posts include Managing Director at Arla Ingman Oy Ab (2007–2011) and Ingman Foods Oy Ab (1997–2006). Chairman of the Board of Ette- plan Oyj, Digia Plc, Evli Plc and Halti Ltd. Independent of the Company. Mikko Marsio Male, b. 1971 M.Sc. (Eng.) Member of the Board of Direc- tors of Qt Group Plc since 2018 and Vice Chair of the Board since 2024. Chair of the Audit Com- mittee. Has worked as Chief Revenue Officer (2022–2024) at Cadmatic Oy; SVP, Digital business and Soft- ware in Process Industries divi- sion at ABB (2017–2020) and in various managerial positions e.g. at Empower Group (2016–2017), Dovre Group Plc (2012–2015), Hewlett-Packard (2005–2008) and Fortum Plc (1996–2001). Independent of the Company and major shareholders. Mikko Välimäki Male, b. 1976 PhD, LL.M Member of the Board of Direc- tors of Qt Group Plc since 2022. Member of the Audit Committee. CEO at IQM Finland. Contributing in a number of start-ups including Executive Chairman at Ellie Technologies Inc. Previously co-founder and CEO of Tuxera Inc. (2009–2019). Independent of the Company and major shareholders. Marika Auramo Female, b. 1967 MBA Member of the Board of Directors of Qt Group Plc since 2023. Member of the Compensation and Nomination Committee. CEO, Vodafone Business at Vo- dafone. Previously Chief Business Officer at SAP EMEA region and several managerial positions at SAP, in- cluding Global Chief Operating Officer at SAP America (2017– 2019), General Manager at EMEA region (2015–2017) and Mana- ging director of SAP in the Nordic and Baltic Region (2019–2021). Prior to that she has worked at several start-ups (1990–1998). Member of the Board at Digital Workforce Services Oy. Independent of the Company and major shareholders. Matti Heikkonen Male, b. 1976 M.Sc. (Tech) Member of the Board of Directors of Qt Group Plc since 2023. Chair of the Compensation and Nomination Committee. CEO at Pinja Group. Previously Chief Commercial Officer at Enreach for Enterprises (2021- 2024), CEO at Benemen Oy (2018–2021), EVP Global Opera- tions and member of the execu- tive team at Questback AS (2010– 2018), and CEO at Digium Oy (2007–2010). Prior to that he has worked in several managerial positions at Nokia (2004–2007). Independent of the Company and major shareholders. Elina Anckar Female, b. 1968 M.Sc. (Econ.) Member of the Board of Directors of Qt Group Plc since 2024. Member of the Audit Committee. Currently Chief Financial Officer at Marimekko. Has worked as Director of Finance and Human Resources at A-lehdet (2013–2015); VP, Head of Busi- ness Control, Boardband Services at TeliaSonera Finland Oy (2012– 2013); Chief Financial Officer at Sodexo Oy (2007–2012) and Country Controller at H&M Hennes & Mauritz Oy. Member of the Finance and Tax Committee at Confederation of Finnish Indus- tries (EK) (2024–). Independent of the Company and major shareholders. Qt Group | Annual Report 2024 120 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Composition of Board of Directors The Board of Directors of Qt Group Plc 2024 Name Education Year of Birth Main Activity Shareholding, pcs Elina Anckar* M.Sc. (Econ.) 1968 Chief Financial Officer, Marimekko 0 Marika Auramo MBA 1967 CEO, Vodafone Business 0 Matti Heikkonen M.Sc. (Tech) 1976 CEO, Pinja Group 48 Robert Ingman M.Sc. (Eng.), M.Sc. (Econ.) 1961 Chairman of the Board., Ingman Group Oy Ab 5,485,000 Mikko Marsio M.Sc. (Eng.) 1971 Management positions in technology companies 800 Leena Saarinen M.Sc. (Food Technology) 1960 Board Professional 2,844 Mikko Välimäki Ph.D, LL.M 1976 CEO, IQM Finland 0 Member PARTICIPATION Robert Ingman (Chair) 10/10 Elina Anckar * 9/9 Marika Auramo 9/10 Matti Heikkonen 10/10 Mikko Marsio 10/10 Leena Saarinen 1/1 Mikko Välimäki 9/10 Total 97% No Board Member owns any stock-options or other share-based rights in the company. Of the aforementioned Members of the Board, Elina Anckar, Marika Auramo, Matti Heik- konen, Mikko Marsio, and Mikko Välimäki are independent of the company and its major shareholders. Robert Ingman is independent of the company. Robert Ingman is not inde- pendent of the company’s major shareholders due to his role as a Chairman of the Board of the company's biggest shareholder Ingman Development Oy Ab. During the financial year 2024, the Board of Directors held 10 meetings. The participation rate in the meetings was the following: * Company shares held directly or through legal entities under person’s control/influence as of 31 December 2024. ** Board member as of March 12, 2024. *** Board member until March 12, 2024. ** Board member as of March 12, 2024. *** Board member until March 12, 2024. Qt Group | Annual Report 2024 121 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Committees of the Board of Directors The company’s Board of Directors had two (2) committees in financial year 2024: the Compensation and Nomination Com- mittee and the Audit Committee. These committees do not hold powers of decision or execu- tion. They assist the Board in decision-making concerning their own areas of expertise. The committees report regularly on their work to the Board, which governs and assumes colle- giate responsibility for the committees’ work. The purpose of the Compensation and Nomination Committee is to prepare and follow-up the remuneration policy and remu- neration report for the company’s governing bodies as well as compensation and remuneration schemes for the company management in order to ensure that the company’s targets are met, to guarantee the objectivity of decision-making, and to see to it that the schemes are transparent and systematic. The Compensation and Nomination Committee also prepares a proposal for the Annual General Meeting concerning the number of members of the Board of Directors, the members of the Board of Directors, the remuneration of the Chairman, Vice Chairman and members of the Board and the remuner- ation of the chairmen and members of the committees of the Board of Directors. Member PARTICIPATION Elina Anckar 4/4 Marika Auramo 1/1 Mikko Marsio (pj) 5/5 Mikko Välimäki 5/5 Total 100% Member PARTICIPATION Marika Auramo 6/6 Matti Heikkonen (pj) 6/6 Robert Ingman 6/6 Total 100% The purpose of the Audit Committee is to assist the Board of Directors in ensuring that the company’s financial reporting, accounting methods, financial statements and other reported financial information are legitimate, balanced, transparent and clear. During 2024, the members of the Audit Committee and their participation in the meetings were as follows: During 2024, the members of the Compensation and Nomi- nation Committee and their participation in the meetings were as follows: * Member of the Committee as of March 12, 2024 ** Member of the Committee until March 12, 2024 Qt Group | Annual Report 2024 122 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Management Team The company has a Management Team, chaired by the Chief Executive Officer (CEO) of the company. The Board of Directors appoints the CEO and, upon the CEO’s proposal, confirms the appointment of Management Team members and their essential terms of their employ- ment. The CEO, together with the other members of the Management Team, is in charge of company's business operations and administration in accordance with the instructions and regulations issued by the Board of Directors, and as defined by the Finnish Limited Liability Companies Act. * Company shares held directly or through legal entities under control/influence by a person as of December 31, 2024. **  Member of the Management Team until August 23, 2024 *** Member of the Management Team from August 26, 2024 During the financial year 2024, the Management Team of the company was as follows: The CEO may take exceptional and far-reaching measures, in view of the nature and scope of the company's activities, only if so authorized by the Board of Directors. The CEO is not a member of the Board of Directors but attends Board meetings. Name Education Year of Birth Responsibility Shareholding, pcs* Juha Varelius M.Sc. (Econ.) 1963 Chief Executive Officer 400,982 Mari Heusala M.Sc. (Econ.) 1966 SVP, Human Resources 0 Petteri Holländer M.Sc. student (Eng.) 1974 SVP, Ventures 10,000 Laura Kilemet M.Sc. (Econ. & BA) 1979 SVP, People & Culture 10 Katja Kumpulainen eMBA 1973 SVP, Marketing 12,000 Jouni Lintunen Master of Science in Technology 1971 Chief Financial Officer 2,000 Juhapekka Niemi Information Technology Engineer 1968 SVP, Product Management 14,711 Mika Pälsi Master of Laws 1970 General Counsel 513 Steffan Schumacher Bachelor of Information Technology 1975 SVP, Sales 100 Aleksina Shemeikka M.Sc. Engineering, MBA 1979 SVP, Software Quality Solutions 0 Tuukka Turunen Master of Science in Technology, Licentiate in Technology 1974 SVP, Research and Development 129,786 Qt Group | Annual Report 2024 123 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Juha Varelius Male, b. 1963 Master of Economic Sciences CEO of the Qt Group Plc since 2016. Previously acted as the CEO of Digia Oyj (2008–2016) and in various managerial positions at Everypoint Inc and Yahoo! (2002–2007) as well as Sonera (1993–2002). Jouni Lintunen Male, b. 1971 Master of Science in Technology Chief Financial Officer of Qt Group Plc since 2020. Previously acted as Finance Director (2016–2020) and as Business Controller (2013–2015) at PaloDEx Group Oy, and in various directorial and expert positions at Vaisala Oyj (1998– 2013). Katja Kumpulainen Female, b. 1973 eMBA Senior Vice President, Marketing of Qt Group Plc since 2016. Previously acted as Chief Marketing Officer at Digia Oyj (2015–2016) and Nervogrid Oy (2012–2015) as well as in various managerial, directorial and expert positions at Lite-On Mobile Oy (prev. Perlos) (2007–2012) and Basware Oyj (1995–2007). Laura Kilemet Female, b. 1979 Master of Science, Economics and Business Administration Senior Vice President, People & Culture at Qt Group Plc since 2024. Previously acted as HR Director at Qt Group, several managerial and development positions at VTT (2012–2023), HR and CSR roles at UNHCR (2009–2012), UNDP (2007–2009), UNFPA (2007) and Finnish Ministry for Foreign Affairs (2005–2007). Management Team Petteri Holländer Male, b. 1974 M.Sc. student (Eng.) Senior Vice President, Ventures of Qt Group Plc since 2021. Previously Senior Vice President, Product Management. Member of the management team since 2016. Previously acted as Chief Product Officer, Business Devel- opment Officer and in other managerial positions at Digia Oyj and its predecessors (2001– 2016), and as Product Develop- ment Officer at Sonera SmartTrust Oy (1999–2001). Qt Group | Annual Report 2024 124 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Management Team Mika Pälsi Male, b. 1970 Master of Laws General Counsel of Qt Group Plc since 2016. Previously acted as General Counsel of Digia Oyj (2009–2016), Senior Legal Counsel at Tieto Oyj (2005–2009) and as an attorney at Castrén & Snellman (1999– 2005). Tuukka Turunen Male, b. 1974 Master of Science in Technology, Licentiate in Technology Senior Vice President, Research and Development of Qt Group Plc since 2016. Previously acted in various managerial and directorial posi- tions at Digia Oyj (2001–2016), as a software developer at Nokia Mobile Phones (1997–1998) and in teaching and research positions at the University of Oulu (1996– 1997 and 1998–2000). Aleksina Shemeikka Female, b. 1979 M.Sc. Engineering, MBA Senior Vice President, Software Quality Solutions at Qt Group Plc since 2024. Previously acted in leadership roles at Zalando SE (2021–2022) and OP Financial Group (2017– 2021), as well as in various managerial and development roles at Ingram Micro (2013– 2016), Illumina Inc. (2010–2012) and KONE Oyj (2004–2008). Juhapekka Niemi Male, b. 1968 Information Technology Engineer Senior Vice President, Product Management of Qt Group Plc since 2023. Previously Senior Vice President, Sales. Member of the manage- ment team since 2016. Previously acted as Chief Business Officer at Digia Oyj (2013–2016) as well as in various managerial and directorial positions at Nokia Oyj (2000–2013). Steffan Schumacher Male, b. 1975 Bachelor of Information Technology Senior Vice President, Sales of Qt Group Plc since 2023. Previously acted as COO of Efecte Plc following roles as Managing Director of Professional Services and COO of EMEA Sales at Citrix Inc (2017–2020) and Global Sales Leadership at Micro- soft Corp (2013–2017) followed by Global Accounts Director at Microsoft Western Europe (2008– 2013) and Partner and Sales Leadership at Microsoft Finland (2001–2008). Business Unit Manager at Solteq (1998–2001). Qt Group | Annual Report 2024 125 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Organ Financial Control Environment Control Function Audit Board of Directors Internal Control Audit Committee Group Management Team President and CEO Business Unit Management Controller Function Annual General Meeting Written Instructions Control Functions and Control Environment The company has a finance function tasked with verifying monthly reports. The finance function reports to the man- agement, the Board of Directors and the Board’s Audit Com- mittee regarding the financial performance of the company. The company uses a reporting system which compiles sepa- rate subsidiaries’ reports into the consolidated financial state- ments. The accuracy of accounting and the financial state- ments is monitored by the finance function. The company also has the necessary separate reporting and information systems for monitoring business operations and asset management. The Group’s finance function provides instructions for drawing up financial statements and interim reports, and compiles the consolidated financial statements. The finance function has centralized control over the Group's funding and asset man- agement and is in charge of managing interest rate and cur- rency risk. Internal Risk Control As a general principle, authorization is distributed in the com- pany in such a way that no individual may independently per- form measures unbeknown to at least one other individual. For example, the company’s bookkeeping and asset management are managed by separate persons, and two authorized per- sons are needed to sign on behalf of the company. Group-level reporting and supervision are based on monthly income reporting led by the CFO and on updates of the latest forecasts. III. Financial Reporting Related Internal Control and Risk Management Systems The company’s operations are divided into function-spe- cific areas of responsibility, with the Senior Vice Presidents in charge of each function reporting to the CEO. The Senior Vice Presidents responsible for the company’s functions report to the Management Team on development matters, strategic and annual planning, investments and internal organisational matters related to their areas of responsibility. The company’s operational management and supervision take place according to the corporate governance system described hereinabove. The Group’s administration unit is in charge of HR management and policy. The legal affairs unit provides instruc- tions for and monitors contracts made by the company and ensures the legality of the Group’s operations. Qt Group | Annual Report 2024 126 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Communications The Group's General Counsel is in charge of the company’s external communications and their correctness. External com- munications include financial reports and other stock exchange communications. The General Counsel is responsible for the publication of interim reports and financial statements, as well as for actions related to convening and holding Shareholders' Meetings. Most communications take place through the com- pany’s website and using stock exchange releases. Risk Management The purpose of the company’s risk management process is to identify and manage risks in such a way that the company is able to meet its strategic and financial targets. Risk man- agement is a continuous process, by which the major risks are identified, listed and assessed, the key persons in charge of risk management are appointed and risks are prioritised according to an assessment scale in order to compare the effects and mutual significance of risks. The main operational risks handled by the company's risk management function are customer risk, personnel risk, data security risk, IPR risk and goodwill risk. Qt Group manages customer risk by actively managing its cus- tomer portfolio and avoiding potential risk positions. Personnel risks are managed with various personnel benefits, incentive schemes, and a goal and development discussion framework. The company strives to advance its personnel’s professional development by focusing on learning on the job and keeping an up-to-date job description archive to help with career planning within the Company. Data security risk is managed through the continuous development of working models, security prac- tices and processes. Qt Group has established mandatory per- sonnel trainings for information and cyber security, data pro- tection and privacy, and the company monitors the training completion rate. Qt Group has regular vulnerability scans and has implemented a quarterly security review. In addition, the company's certified quality systems are regularly evaluated. Risks associated with shared operating models and best prac- tices, as well as their integrated development, are managed according to plan under the supervision of the Group Man- agement Team. Risks typical to software business, especially to international product business, relating to appropriate pro- tection of company’s own IPRs and violation of IPRs of third parties are managed through extensive internal policies, stan- dard contracts and appropriate follow-up and analysis. With respect to IFRS-compliant accounting policies, the company actively monitors goodwill and the related impairment tests, as part of prudent and proactive risk management practices within financial management. In addition to operational risks, the company is subject to financial risks. The company’s internal and external financing and the management of financial risks are coordinated by the finance function of the Group's parent company. This function is responsible for the Group's liquidity, sufficiency of financing, and the management of interest rate and currency risk. The Group is exposed to several financial risks during the normal course of its business. The objective of the Group’s risk man- agement is to minimise the adverse effects of changes in the financial markets on the Group's earnings. The primary types of financial risks are interest rate risk, currency risk, credit risk and funding risk. The general principles of risk manage- ment are approved by the Board of Directors, and the Group's finance function is responsible for their practical implementa- tion together with the business divisions. Qt Group | Annual Report 2024 127 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration IV. Other Information Internal Audit The tasks of internal audit include, among other things, the assessment of the company’s internal control systems and risk management, as well as evaluation of the appropriateness and efficiency of management and administration processes. To follow business activities and financial administration, the company has necessary reporting systems in use. As part of the legality control of the company’s activities, the compa- ny’s Auditor evaluates the functionality of this internal con- trol system. Auditor KPMG Oy Ab, Authorised Public Accountants, serves as the auditor of the company, with Authorised Public Accountant Jonne Ahokas as the principal auditor. During financial year 2024, the auditor’s fees for auditing ser- vices was EUR 71 thousand and EUR 50 thousand for services that were not related to auditing. Among this amount, EUR 34 thousand is related to statements based on auditing acts and other regulations. Insider Administration The company follows the Guidelines for Insiders by Nasdaq Helsinki Oy. The company’s General Counsel is responsible for the com- pliance with the Insider Guidelines and the follow-up of the disclosure obligation, regarding training. Related Party Transaction Guidelines Related parties of the company mean the related parties of a listed company in accordance with the Limited Liability Com- panies Act (IAS 24). Related party transaction means an agreement or other legal act between the company and a related party. The Board of Directors shall monitor and evaluate related party transactions and decide on all such transaction whenever they are outside the scope of company’s ordinary activities or are not concluded on arm’s-length terms. According to company’s related party transaction guidelines the members of the Board and management team are obliged to provide the company’s General Counsel, who is company’s nominated responsible person for related party matters, with advance notice of any transactions concluded with the com- pany by them personally or by their respective related parties. On the other hand, company’s General Counsel will follow-up all transactions the company concludes outside the scope of company’s ordinary activities or that are not concluded on arm’s-length terms. In the event General Counsel becomes aware of a related party transaction, which is outside the scope of company’s ordinary activities or which is not concluded on arm’s-length terms, General Counsel shall bring such transaction for the approval by the Board of Directors before such transaction is concluded. With the exception of transactions between different group companies, company does not ordinarily conclude any trans- actions with its related parties. As a main rule, all agreements and business transactions of the company are concluded on arm’s length terms. Qt Group | Annual Report 2024 128 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Remuneration Report for Qt Group Plc’s Governing Bodies 2024 This remuneration report for governing bodies describes the remuneration and other financial benefits paid to the gov- erning bodies, i.e. Board members and the President and CEO, of Qt Group Plc for the fiscal year 2024. The remuneration and other financial benefits are reported on a cash basis. The remuneration report has been written in accordance with the remuneration-related guidelines of the Corporate Gover- nance Code for Finnish listed companies 2025. As a rule, the company has a remuneration policy extending to the 2028 Annual General Meeting, which was reviewed by the company’s Annual General Meeting on 12 March 2024. The 2023 remuneration report was presented to the 2024 Annual General Meeting, and the report was approved without voting. In accordance with the remuneration policy, the purpose of the Company’s remuneration is to provide both the Company management and the Company’s personnel with a competi- tive, equal and encouraging revenue model, which incorporates the Company’s strategic goals and the shareholders’ interests. The remuneration of governing bodies for the fiscal year 2024 took place in accordance with the Company’s remuneration policy. The CEO’s remuneration is based on fixed salary and variable pay components, or short-term and long-term incen- tives, with targets directly linked to the Company’s business performance. In particular, business performance is measured by the Company's net sales. The table below presents the development of the remuner- ation of the Company’s governing bodies compared to the development of the average remuneration of the Group’s employees and the Group’s financial development during the last five fiscal years. The company’s net sales has developed steadily in recent years. The President and CEO remuneration for the fiscal years 2020–2022 include significant Long-Term Incentive payouts. EUR 1,000 2024 2023 2022 2021 2020 Average remuneration of the Board of Directors 51 53 56 48 48 Change, %¹ -3.77% -5.4% 16.7% 0% 2.1% Remuneration of the President and CEO 492 524 15,945² 27,473³ 6,994⁴ Change, %¹ -6.1% -96.7% -42.0% >100% >100% Employee remuneration ⁵ 100 102 107 117 105 Change, %¹ -2.4% -4.5% -8.5% 11.4% 1.9% Net sales 209,063 180,743 155,318 121,139 79,455 Change, %¹ 15.7% 16.4% 28.2% 52.5% 36.1% Operating result 63,169 47,349 36,870 28,812 17,017 Change, %¹ 33.4% 28.4% 28.0% 69.3% >100% Qt Group Plc market capitalization, 31.12. 1,706,289 1,637,733 1,126,713 3,364,135 1,412,600 Change, %¹ 4.19% 45.4% -66.5% >100% >100% 1 Change compared to the previous year. 2 Of the remuneration paid to the President and CEO, a total of EUR 15,363,849 is income based on the Share Bonus Scheme 2019 and from the subscription of stock options received through the Company’s 2016 option scheme. 3 Of the remuneration paid to the President and CEO, a total of EUR 26,821,800 is income from the sale of stock options received through the Company’s 2016 option scheme. 4 Of the remuneration paid to the President and CEO, a total of EUR 6,508,418 is income from the sale of stock options received through the Company’s 2016 option scheme. 5 Employee remuneration is calculated from the personnel expenses on the financial statements less any social security contributions and by dividing the resulting figure by the average number of personnel during the fiscal year. Qt Group | Annual Report 2024 129 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Remuneration of the Board of Directors During the 2024 fiscal year, the Qt Group Plc’s Board of Direc- tors were paid monthly remuneration • EUR 3 000 for the Board members • EUR 4 000 for the Vice-Chair of the Board • EUR 6 000 for the Chair of the Board. In addition, the meeting fees were paid • EUR 500 for each Board member and the Chair of the Board per Board meeting • EUR 1 000 for the Committee Chair per Board committee meeting • EUR 500 for the Committee Member per Board committee meeting. Moreover, standard and reasonable costs resulting from work on the Board of Directors were reimbursed against invoice. The Company’s Board Members are not included in any incen- tive schemes intended for the Company’s management or per- sonnel, and the Company has not granted stock options nor share-based remuneration for work on the Board of Directors. The table below presents the remuneration of the members of the Board of Directors during the fiscal year 2024. Name Board CNC¹ AC² Annual compensation, EUR Meeting fees, EUR Total, EUR Elina Anckar³ Member Member 28,500 6,000 34,500 Marika Auramo ⁴ Member Member Member 36,000 5,500 41,500 Matti Heikkonen ⁵ Member Chair 36,000 8,500 44,500 Robert Ingman Chair Member 72,000 8,500 80,500 Mikko Marsio⁶ Vice-Chair Chair 45,500 11,000 56,500 Leena Saarinen ⁷ Vice-Chair Chair 4,000 500 4,500 Mikko Välimäki Member Member 36,000 7,500 43,500 Total 258,000 47,500 305,500 1 Compensation and Nomination Committee 2 Audit Committee 3 Member of the Board and Member of the Audit Committee as of 12 March 2024. 4 Member of the Audit Committee until 12 March 2024. Member of the Compensation and Nomination Committee as of 12 March 2024. 5 Member of the Compensation and Nomination Committee until 12 March 2024. Chair of Compensation and Nomination Committee as of 12 March 2024. 6 Member of the Board until 12 March 2024. Vice Chair of the Board as of 12 March 2024. 7 Vice Chair of the Board and Chair of the Compensation and Nomination Committee until 12 March 2024. Qt Group | Annual Report 2024 130 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Remuneration of the President and CEO, EUR 2024 2023 2022 2021 2020 Fixed Salary 412,000 402,000 366,000 336,000 305,584 Fringe benefits 720 720 720 720 720 Short-term incentives 58,740 90,212 199,392 297,758 164,530 Long-term incentives - - 15,363,849³ 26,821,800² 6,508,418¹ Other benefits ⁴ 20,664 23,429 14,899 16,824 14,583 Other rewards ⁵ - 8,069 Total 492,124 524,430 15,944,860 27,473,102 6,993,795 Fixed vs. variable remuneration 88% / 12% 81% / 19% 2% / 98% 1% / 99% 5% / 95% Remuneration of the President and CEO The remuneration of the CEO is considered as a whole, and it comprises both fixed and variable components. Fixed remuneration components include the fixed annual salary payable to the CEO under the CEO’s service contract. Holiday bonus and fringe benefits, if any, are considered to be part of this fixed monthly salary. The remuneration model includes two types of variable remu- neration components: a cash bonus paid under the Company’s short-term incentive scheme and a reward paid in shares and/ or options (and, if applicable, in cash) under the Company’s long-term incentive scheme. The CEO has no supplementary pension scheme from the Company. The following tables presents the remuneration of the Presi- dent and CEO Juha Varelius during the last five fiscal years and during fiscal year 2024. 1 Long-term incentives income from the sale of stock options received through the Company’s 2016 option scheme. 2 Long-term incentives income from the sale of stock options received through the Company’s 2016 option scheme. 3 Long-term incentives income based on the Share Bonus Scheme 2019 and from the subscription of stock options received through the Company’s 2016 option scheme. 4 Other benefits: holiday bonus 5 Service Year Award Qt Group | Annual Report 2024 131 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Short-term Incentive (STI) Under the company’s short-term incentive scheme, the earning criteria for the CEO’s bonus is the Group’s net sales. Incentive will start accumulating once the net sales exceed the set threshold and the Company EBITA is above the set threshold level. In the event of EBITA achievement % is below the set threshold, no bonus shall be paid. Once the net sales target is reached, the President and CEO is paid an annual bonus amounting to 40 percent of his annual fixed salary. Between the minimum level and target level, the bonus is determined linearly between 0 and 100 percent, depending on actual performance. Upon exceeding the net sales target, the bonus will increase as follows: 20 percent of each euro that exceeds the net sales target is used for the CEO’s and other company personnel's bonus rewards including social costs. The maximum annual bonus for the CEO is 120 percent of his annual fixed salary. The fulfilment of bonus criteria is evaluated, and possible rewards are paid semiannually. Remuneration of the President and CEO CEO STI 2024 H1, paid August 2024 Reward criteria Net sales Criteria weight 100% Achievement 72% Paid, EUR 58,740 CEO STI 2024 H2, to be paid March 2025 Reward criteria Net sales Criteria weight 100% Achievement 0% Paid, EUR 0 CEO STI 2023 H2, paid March 2024 Reward criteria Net sales Criteria weight 100% Achievement 0% Paid, EUR 0 Qt Group | Annual Report 2024 132 Qt Group 2024 Board of Directors’ Report Key Figures Sustainability Statement Financial Statements Governance Remuneration Long-term Incentive (LTI) The Board of Directors sets the performance criteria for the performance share plan, including the threshold, target and maximum levels for the performance criteria. The performance criteria are set for three-year period. The Board of Directors nominates the CEO to the LTI plan and decides on his share grant. Possible share delivery will take place after the consolidated financial statements have been prepared, and performance criteria evaluation can be com- pleted. The share-based long-term incentive plan (“Osakepalk- kio-ohjelma 2022”) for the company’s key personnel decided by the company’s Board of Directors on 16 February 2022, ended on 31 December 2024. The incentive program had one reward collection period covering the years 2022–2024. The possible rewards pursuant to the program will be paid upon the confirmation of the financial statements for 2024 as a combination of shares and cash, so that the cash amount will approximately cover the taxes and other statutory fees resulting from the reward, and the rest of the reward will be paid to the recipient in shares. Shares paid out as rewards are not subject to any restrictions concerning e.g. their hand-over. Remuneration of the President and CEO Plan type Performance Share Plan 2022–2024 Performance criteria & weight Net sales, 100% Share grant Grant size as % of Annual Base Salary at the time of grant 300% Maximum number of gross shares 10,000 Share delivery 2025 Achievement % 0% Share delivery (gross shares) 0 During 2024, the Board Nomination and Remuneration Com- mittee has prepared a new performance share 2025-2027. The plan was presented for approval by the Board of Direc- tors in February 2025 along with the 2024 financial state- ment bulletin. Qt Group | Annual Report 2024 133 Qt Group Plc’s investor communications produce reli- able and up-to-date information on the company’s business operations in a timely and equal manner for all interested parties. The company’s annual reports, interim reports, stock exchange releases and press releases are available in Finnish and English at investors.qt.io. To subscribe to stock exchange releases, please send your e-mail contact information to [email protected]. Qt Group Plc’s Annual General Meeting is planned to be held on Wednesday, 9 April 2025 at 10 a.m. EET. More information on registering for the AGM and the AGM documents are available at investors.qt.io. Information for Shareholders Financial calendar 2025 28 February Annual Report 2024 24 April Interim Statement January–March 6 August Half-Year Financial Report 31 October Interim Statement January–September Basic information on the share Listed (2016) on Nasdaq Helsinki Ltd Trading code: QTCOM Number of shares (Dec 30, 2024) 25,470,211 IR Contact Hertta Närvänen, Communications Lead Tel: +358 9 8861 8040 E-mail: [email protected] Head office Qt Group Plc (The Qt Company) Miestentie 7 02150 Espoo, Finland Qt Group Oyj (The Qt Company) / Miestentie 7, 02150 Espoo, Finland / +358 9 8861 8040 / [email protected] / www.qt.io

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