Annual Report 2022
Juha Varelius
CEO
Qt Group Plc
Transforming into a
multi-product company
is essential to our long-term
growth strategy. With the
acquisition of Axivion, we
are better equipped to serve
companies’ growing needs for
automated quality assurance.
Qt Group | Annual Report 2022
3
Table
of Contents
Qt Group in 2022 ....................................................... 04
CEO’s Review ................................................................. 05
Board of Directors’ Report ........................................ 07
Consolidated Key Figures ....................................... 20
Financial Statements .............................................. 21
Consolidated income statement .......................... 22
Consolidated statement
of financial position ................................................... 23
Consolidated cash flow statement ..................... 24
Consolidated statement of
changes in shareholders’ equity ........................... 25
Notes to the Consolidated
Financial Statements ................................................ 26
Parent company’s income statement ................ 57
Parent company’s balance sheet ......................... 58
Parent company’s cash flow statement ........... 59
Basic information on the parent company
and accounting policies applied
in the financial statements .................................... 60
Notes to the parent company
financial statements ................................................. 61
Signatures to the Financial Statements
and the Board of Directors’ Report ..................... 65
Auditor's Report ........................................................ 66
Corporate Governance Statement 2022 ................ 72
Board of directors ...................................................... 73
Management Team .................................................... 78
Remuneration Report for
Qt Group Plc’s Governing Bodies 2022 .................. 84
Information for Shareholders .................................. 87
investors.qt.io
Qt Group | Annual Report 2022
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Qt Group in 2022
Operating profit (EBIT)
M€
36.9
28.8M€
EBIT margin
% of net sales
23.7%
23.8%
Return
on Investment
41.5%
57.0%
Equity
Ratio
52.8%
51.1%
0.91 €
1.36
Earnings per Share
€
445
Personnel
on Average
603
Operating profit (EBITA)
M€
42.2
31.5M€
EBITA margin
% of net sales
27.2%
26.0%
Net Sales
M€
155.3
121.1M€
2022
155.3
45.6
36.3
2017 2018 2019
150
140
130
120
110
100
90
80
70
60
50
40
30
20
10
0
2020 2021
58.4
79.5
121.1
Qt Group 2022 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
Qt Group | Annual Report 2022
5
Qt Group successfully executed its growth
strategy in 2022 despite the exceptionally
challenging operating environment. A big
thank you belongs to our personnel, the
Open Source community, our partners, and
our customers, who make sure that the solutions
made with Qt are future-proofed and offer
stunning user experiences.
Improving productivity is at the core of our product portfolio
Qt Group’s mission is to help our customers improve productivity in
the entire product development process, from UI design and soft-
ware development to quality assurance and deployment. With Qt
technology and tools, companies are able to meet the increasing
software market requirements driven by the exponential growth of
the embedded device market and the rapidly increasing speed of
software development life cycles.
Users expect better user experiences from both embedded-de-
vices and mobile and desktop applications, and want them to be
easy to use. More devices designed to help everyday life are getting
graphical user interfaces, and Qt is a crucial part of their user expe-
rience creation. Products succeed in the markets only if the compa-
nies have been able to build a visually stunning and seamless user
experience. With Qt technology, original equipment manufacturers
(OEMs) can create cinematic transitions, effects, and animations,
and deploy and test the design with actual data and hardware. We
CEO's Review
Qt Group 2022 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
Qt Group | Annual Report 2022
6
Juha Varelius
President & CEO
Qt Group Plc
Summit 2022 event. For example, Bricsys, the global provider
of engineering and architecture design software, estimates
that by switching to Qt, they were able to build a better-looking
and functioning UI and develop it faster.
Increasing demand for quality assurance and testing tools
As the amount of software in the world grows, product devel-
opment teams turn increasingly to automating quality assur-
ance and testing. In 2021 we acquired froglogic and its Squish,
Coco, and Test Center products, which help developers and test
engineers to ensure that UIs function perfectly and that the
code is sufficiently tested. Last year we published new signifi-
cant updates to our products: now it is possible to record user
interface tests on video, developers are able to work with code
coverage directly integrated in their development environment,
and analysing testing process results is made easy with new
test data analysis, statistics, and report distribution. Overall
our quality assurance business developed well during 2022,
and the growth in license sales was strong.
In August 2022, we acquired Axivion to strengthen our product
portfolio with static code analysis and architecture analysis
tools. Axivion’s advanced solutions improve the product devel-
opment process by detecting software erosion factors such
as defects, cycles, and violations of programming rules. Our
goal is to leverage our global sales network and offer Axivion
products to new and existing customers, as well as expand
sales to C/C++ software development markets outside the
Qt ecosystem.
have added various 3D tools and functionalities from a mate-
rial library to particle effects during 2022. The digital cockpit
demo made for the automotive industry, Outrun, showcases
an outstanding in-vehicle experience that can be achieved with
Qt technology.
Qt development framework helps companies to improve
productivity in the product development process in a cost-
efficient way and shortens time-to-market. Qt development
framework includes several, cross-platform and easy-to-use,
features for creating various software functionalities. With our
ready-made modules, our customers are able to develop effi-
ciently cross-platform software to embedded-devices, and
mobile and desktop applications.
Qt Group continues its growth path
Although increased uncertainty in the operating environment
and general economic slowdown impacted Qt Group’s finan-
cial development in 2022, our net sales increased 20.0 per-
cent at comparable exchange rates, and the EBIT margin was
23.7 percent. Net sales growth rate accelerated considerably
in the second half of the year compared to the first half-year.
We have executed significant growth investments and espe-
cially strengthened our sales and research and development
organizations. Our personnel amounted to 688 at the end of
December 2022, which means 38.7 percent growth com-
pared to the previous year. The growth investments support
our growth strategy until 2025 and strengthen our position
as a meaningful partner in companies’ product development
processes for developing embedded devices and mobile and
desktop applications.
Qt development framework
helps companies to improve
productivity in the product development
process in a cost-efficient way
and shortens time-to-market.
Customer satisfaction is very important to us. Leading experts
from companies such as Bricsys (Hexagon), Autodesk, Infineon,
and GE Healthcare shared their experiences at the Qt World
Qt Group | Annual Report 2022
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Qt Group 2022 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
Financial reporting
NET SALES
Qt Group Plc’s net sales in 2022 amounted to EUR 155.3 million (EUR 121.1 million), rep-
resenting a growth of 28.2 percent. Net sales of distribution licenses grew by 37.7 percent
to EUR 29.5 million. License sales and consulting increased by 35.8 percent, while main-
tenance revenue decreased by 8.6 percent. The decrease in maintenance revenue is due
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 8.3 million. At comparable exchange rates, net sales grew by 20.0 percent.
Report of the Board of Directors
Year 2022 in brief
• Net sales increased by 28.2 percent to EUR 155.3
million (EUR 121.1 million). At comparable exchange
rates, net sales increased by 20.0 percent.
• Operating profit (EBITA) was EUR 42.2 (31.5) million,
or 27.2 (26.0) percent of net sales.
• Operating profit (EBIT) was EUR 36.9 (28.8) million,
or 23.7 (23.8) percent of net sales.
• The number of employees was 603 (445) on average
and 688 (496) at the end of the year.
• Earnings per share were EUR 1.36 (0.91).
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 2021 with the
actual exchange rates of the reporting period of 2022 and by comparing the actual net
sales in 2022 with the net sales of 2021 calculated at comparable exchange rates.
EUR 1,000 1–12/2022 1–12/2021 Change, %
License sales and consulting 136,355 100,384 35.8 %
Maintenance revenue 18,963 20,755 -8.6 %
Total 155,318 121,139 28.2 %
Share of distribution licenses 29,509 21,431 37.7 %
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Qt Group 2022 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
PROFIT PERFORMANCE
Qt Group’s operating profit (EBITA) for 2022 amounted to EUR
42.2 million (EUR 31.5 million), representing 27.2 percent of
net sales (26.0%). Operating profit (EBIT) was EUR 36.9 mil-
lion (EUR 28.8 million), representing 23.7 percent of net sales
(23.8%).
The company invested particularly in strengthening its sales
and R&D organizations, which increased personnel expenses.
Other operating expenses increased due to projects in the
Ventures business unit, IT and recruitment services, and an
increase in business travel.
Qt Group’s profit before taxes was EUR 37.6 million (EUR 29.3
million) and profit amounted to EUR 34.3 million (EUR 22.4
million) in 2022. Taxes for the period under review came to
EUR 3.3 million (EUR 6.9 million).
Earnings per share for 2022 amounted to EUR 1.36 (0.91).
EUR 1,000 1–12/2022 1–12/2021 Change, %
Net sales 155,318 121,139 28.2%
Other operating income 64 424 -84.9%
Materials and services -6,915 -6,435 7.5%
Personnel expenses -74,816 -60,595 23.5%
Depreciation, amortization and impairment -3,003 -1,793 67.5%
Other operating expenses -28,400 -21,206 33.9%
Operating profit (EBITA) 42,249 31,534 34.0%
EBITA margin, % 27.2% 26.0%
Depreciation (Intangible assets arising from
business combination) -5,378 -2,722 97.6%
Operating profit (EBIT) 36,870 28,812 28.0%
EBIT margin, % 23.7% 23.8%
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Qt Group 2022 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
FINANCING AND INVESTMENTS
Cash flow from operating activities was EUR -3.9 million (EUR
16.0 million) in the fiscal year, mainly due to the payment of
share-based incentives to key personnel. Qt Group's cash and
cash equivalents totaled EUR 8.8 million (EUR 17.4 million) at
the end of December.
Qt Group’s consolidated balance sheet total at the end of the
fiscal year stood at EUR 178.1 million (EUR 117.2 million). Net
cash flow from investments in the fiscal year was EUR -27.0
thousand (EUR -25.0 million), due to the acquisition of Axivion
completed in August 2022 and the earn-out payment related
to the froglogic acquisition in 2021.
The equity ratio was 52.8 percent (51.1%) and gearing was
22.3 percent (-0.7%). Interest-bearing liabilities amounted to
EUR 28.2 million (EUR 17.0 million) of which short-term loans
accounted for EUR 2.0 million (EUR 15.9 million).
During the fiscal year, return on investment was 41.5 percent
(57.0%) and return on equity was 49.6 percent (55.0%).
ACQUISITIONS
Qt Group acquired the entire share capital of Axivion GmbH,
a developer of quality assurance tools, on 11 August 2022.
The acquisition complements Qt Group’s quality assurance
business with static analysis and software architecture anal-
ysis solutions. Axivion’s state-of-the-art static analysis tools
increase productivity in the software development process by
detecting software erosion factors such as defects, cycles, and
violations of programming rules. Qt Group aims to leverage
its global sales network to sell Axivion products to new and
existing customers and C/C++ software development markets
outside the Qt ecosystem. At the end of September, Axivion
had approximately 41 employees in Germany and Austria. The
company’s head office is located in Stuttgart, Germany.
The purchase price consideration recognized at the time of
acquisition was EUR 44.1 million, which includes an earn-out
with an initial acquisition date fair value of EUR 10.0 million.
Of the purchase price, EUR 8.3 million was paid in Qt Group
shares and the remainder in cash. The fair value of the shares
issued was based on the closing share price on the acquisition
date, 11 August 2022, which was EUR 63.3 per share.
By virtue of the share issue authorization of the Annual Gen-
eral Meeting held on 15 March 2022, the Qt Group's Board of
Directors has decided to pay the agreed share purchase price
by way of issuing shares in a directed share issue to the sellers
according to the agreement between the parties. Accordingly,
a total of 130,700 new Qt Group’s shares was subscribed by
the sellers. The new shares were entered in the Trade Register
on 12 August 2022 and they were admitted to public trading
together with the company's old shares on the official list of
Nasdaq Helsinki on 16 August 2022. After the registration of
the shares subscribed for in the share issue, the total number
of Qt Group’s shares was 25,398,398. The number of shares
subscribed for in the share issue corresponds to approximately
0.51 percent of Qt Group's share capital after the registration
of the new shares.
Based on the initial accounting, the acquisition created good-
will of EUR 18.0 million from the technical expertise of the
acquired company and the company’s operating model. None
of the goodwill recognized on the acquisition is tax-deductible.
The expenses related to the acquisition, EUR 0.3 million thou-
sand, are included in other operating expenses in the consoli-
dated income statement.
More information on the acquisition is provided in Note 1 to
the consolidated financial statements.
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Qt Group 2022 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
Personnel, on average 1–12/2022 1–12/2021 Change, %
Finland 169 123 38.0%
Rest of Europe and APAC 336 258 30.5%
North America 97 64 50.5%
Total 603 445 35.5%
RESEARCH AND DEVELOPMENT
Product development expenses are included in the result for
the financial year in their entirety and the company has no cap-
italized product development expenses on its balance sheet.
Product development expenses during the financial year
totaled EUR 20.6 million (EUR 19.2 million), representing 13.3
percent (15.8%) of net sales. Product development expenses
increased by 7.4 percent year-on-year.
There were, on average, 197 people working in product devel-
opment during the financial year (147).
PERSONNEL
In 2022, the number of the Group’s personnel was 603 (445)
on average and 688 (496) at the end of the financial year. Per-
sonnel expenses during the financial year totaled EUR 74.8
million (EUR 60.6 million), representing an increase of 23.5
percent. Qt Group's acquisition of Axivion in August 2022 and
growth investments in sales and R&D increased the total
number of personnel.
At the end of the financial year, personnel working outside
Finland represented 72 percent (71%) of the total.
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Qt Group 2022 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
CHANGES IN THE MANAGEMENT TEAM
Mari Heusala, M.Sc. (Econ.), was appointed as Qt Group’s Se-
nior Vice President, Human Resources, effective from 15 Au-
gust 2022. The previous SVP for Human Resources, Helena
Telaranta, left the company. She was a member of the Ma-
nagement Team until 29 July 2022.
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, In-
dia, China and South Korea, as well as a branch in Japan.
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Qt Group 2022 Board of Directors’ Report Key Figures 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 pro-
duct development of mobile and desktop applications and em-
bedded devices through every stage of the process, from user
interface design to software development, quality assuran-
ce and deployment. Qt Group’s customers produce applica-
tions and embedded devices in more than 70 industries in
over 180 countries.
The company’s net sales are derived from on-premise,
subscription-based developer licenses and quality assurance
licenses, as well as distribution licenses and consulting ser-
vices. In the second half of 2020, the company began to tran-
sition from term and perpetual license models to a subscripti-
on license model. In 2022, Qt Group’s net sales amounted to
EUR 155.3 million, and operating profit (EBIT) was EUR 36.9
million. The number of personnel was 688 at the end of 2022.
Qt Group’s strategy is focused on expanding its business and
creating long-term growth opportunities. The company exe-
cutes growth investments, 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 com-
pany determines the responsible persons and actions based
on the potential significance of the risks. Risks are also as-
sessed 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 cont-
rol are described in more detail in the Corporate Governance
Statement included in the Annual Report.
Qt Group has identified various customer risks as one category
of major operational risks. Examples of customer risks include
changes in customers’ payment behavior or solvency, and the
potential weakening of the company’s negotiating position,
especially in the case of large customers. Qt Group manages
customer risk through the active development of the customer
structure and the proactive prevention of potential risk posi-
tions. 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 satisfaction by means of a quarter-
ly customer satisfaction survey and takes customer feedback
into account in its product development and other activities.
The execution of Qt Group’s strategy requires success in rec-
ruiting experts, developing employee competence, and streng-
thening employee engagement. Personnel risks are managed
by means of various employee benefits and incentive sche-
mes, as well as a goal and development discussion process.
Qt Group aims to promote the professional development of
its personnel by investing in learning on the job and by main-
taining descriptions of the responsibilities and requirements
of different roles, which supports career planning 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 opportu-
nity to give anonymous feedback to the company’s mana-
gement. The results are used in developing the company’s
operations, particularly at the team and business unit levels.
Qt Group keeps a close eye on technology and IT trends in or-
der to provide its customers with future-proof application de-
velopment tools and maintain its competitive position in a ra-
pidly changing industry. Qt technology is developed, and new
features are added by both the R&D teams and the software
developers in the open-source community. The active enga-
gement of the open-source community steers development
efforts and supports the quality assurance of Qt technology. Qt
Group’s strategy includes the possibility of acquisitions, 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 appropri-
ate 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 deve-
lopment of working models, security practices, and proces-
ses. The company has mandatory training for personnel on
data security and data protection. Completion of the training
Qt Group | Annual Report 2022
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Qt Group 2022 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
is monitored. Qt Group conducts regular vulnerability audits
of critical systems and assesses data security 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 Sta-
tement and the notes to the consolidated financial statements.
QT GROUP’S CODE OF CONDUCT
AND WHISTLEBLOWING CHANNEL
Qt Group’s Code of Conduct applies to all of the company’s
employees. The Code of Conduct sets out the moral, ethical
and legal standards that Qt Group observes in its business
operations. The Code of Conduct describes socially respon-
sible operating practices aimed at ensuring that the compa-
ny’s workplace environment is positive, equal and inclusive.
The Code of Conduct prohibits the giving and receiving of bri-
bes and requires personnel to avoid conflicts of interest in all
circumstances. Understanding and acceptance of the Code of
Conduct are included in the orientation plan for all newly rec-
ruited employees. Qt Group is preparing to update the Code of
Conduct and organize virtual training for all of the company’s
personnel. The training is expected to be completed in 2023.
Going forward, the company will report the percentage of em-
ployees who have completed training on the Code of Conduct.
In 2022, Qt Group introduced an anonymous whistleblowing
channel maintained by a third party. The company’s emplo-
yees and anyone else can use the channel to anonymously
report suspected misconduct, Code of Conduct violations, or
criminal offenses. Whistleblowing reports are handled confi-
dentially by the company’s CFO; SVP, Human Resources; and
General Counsel, and they are responsible for any follow-up
measures necessary to investigate the issue.
RESPECTING HUMAN RIGHTS
Qt Group is committed to respecting human rights and opera-
ting in accordance with the UN Guiding Principles on Business
and Human Rights and the International Labour Organizati-
on (ILO) Declaration on Fundamental Principles and Rights at
Work. Qt Group has drawn up a human rights policy, which de-
fines operating practices related to human rights. The policy
applies to the company’s employees, suppliers, customers and
partners. Qt Group seeks to ensure that the company does not
use or support child labor, modern slavery or human trafficking.
SOCIAL AND EMPLOYEE-RELATED ISSUES
Qt Group provides its employees with equal opportunities for
career advancement and professional development regardless
of gender, age, ethnicity, disability, nationality, sexual orienta-
tion or position. Recruitment decisions are based on the appli-
cant’s skills and aptitude and not on gender, ethnicity, marital
status, or any other personal characteristic of the applicant.
Qt Group actively promotes diversity and, where necessary,
supports newly recruited employees with visa and immigra-
tion processes.
It is important for the company to create a safe, open and sup-
portive workplace environment. Qt Group provides its emp-
loyees with comprehensive occupational health care services
that also cover mental health issues. Work-life balance is al-
so supported by the opportunity to take remote workdays
weekly and have flexible working hours. The company consi-
ders the employees’ various life circumstances by, for example,
agreeing on study leave or part-time work according to the
employees’ wishes.
The company strives to ensure that the employees’ salaries
and remuneration are fair, equitable and competitive. The
company conducts annual salary reviews to ensure that the
remuneration of its employees is based on the demands of
their work, their qualifications and contribution and that, for
example, there are no unexplained differences between the
genders with regard to remuneration. The company’s employ-
ees are covered either by the global “One Qt” incentive sche-
me, which is based on the company’s business performan-
ce and team-specific targets, or the sales incentive system,
which is based on commissions.
Qt Group maintains open dialogue on issues related to employ-
ment and the workplace. The company also cooperates with
personnel representatives in accordance with local practices.
The company has a Works Council in Germany and a locally
negotiated collective agreement in Finland.
The company actively promotes diversity and builds a culture
based on innovation, collaboration and openness. At the end
of 2022, Qt Group had a total of 21 offices in Finland, France,
Norway, Germany, Japan, South Korea, India, China and the
United States. In 2022, our employees represented a total of
42 (43) different nationalities, with Finnish, American, Ger-
man, Chinese and Japanese nationals being the five largest.
Qt Group | Annual Report 2022
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Qt Group 2022 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
The personnel survey was completed by 79 (79) percent of
the company’s employees in 2022. The results of the survey
indicate that the employees are particularly satisfied with the
professional competence of their direct supervisor, feel that
work-life balance is appropriately supported, and they enjoy
being part of a highly competent and international workplace
community.
ENVIRONMENTAL ISSUES
Qt Group complies with the applicable environmental legisla-
tion in all of its operations. Qt Group’s main business is based
on licenses for software installed locally on the customers’
servers, which means that the company’s direct environ-
mental and climate footprint is relatively small. As the com-
pany does not have significant cloud-based services or tools,
Qt Group uses only a small number of servers and third-party
data centers. An estimate of the data processing and memory
capacity is provided in the ESG report published annually on
the company’s investor pages. The company assesses envi-
ronmental and climate risks as part of its annual risk manage-
ment process. These risks are not considered to be significant
with regard to Qt Group’s business operations.
The company’s largest direct environmental and climate im-
pacts are related to the emissions generated by offices, com-
muting and business travel. The annually published ESG re-
port includes a number of sustainability indicators, such as the
electricity and water consumption of the company’s offices,
as well as an estimate of annual carbon dioxide emissions.
Non-financial indicators 2022 2021
Average age of employees, years 39 41
Number of different nationalities, pcs 42 43
Share of women and gender minorities among the personnel, % 21% 17%
Share of women and gender minorities in director positions, % 21% 17%
Share of permanent and full-time employees, % 97% 98%
Average duration of employment, years 4.1 4.7
Personnel satisfaction
1
78/100 78/100
Number of whistleblowing reports leading to action, pcs 0 0
Emissions from air travel, tCO2e
1
290 17
1
Qt Group measures employee satisfaction annually by a third party survey. The non-financial indicator is based on the responses
for the question” On a scale of 1-100, rate how satisfied you currently are with your workplace?”
2
According to the Group’s travel system. The system is used in the Group’s offices in Finland, Norway, Germany, France, the US, China,
Japan and South Korea.
Personnel by age in 2022
years
Under 30
31–40
41–50
Over 50
16.1%
37.0%31.3%
15.6%
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ENVIRONMENTALLY SUSTAINABLE ACTIVITIES
AS DEFINED IN THE EU TAXONOMY
Qt Group complies with Regulation (EU) 2020/852 of the Eu-
ropean Parliament and of the Council concerning the assess-
ment of the company’s environmentally sustainable activi-
ties based on the EU taxonomy criteria, and related reporting.
Qt Group has assessed the requirements of the EU’s taxon-
omy regulation with regard to the company’s turnover, cap-
ital expenditure and operating expenditure. The company’s
interpretation is that Qt Group’s business activities do not fall
within the EU taxonomy definition of environmentally sus-
tainable economic activities. The company will monitor the
development of EU regulations on sustainability reporting
and, if necessary, reassess the EU taxonomy eligibility of its
activities.
Turnover
Capital
expenditure
(CapEx)
Operating
expenditure
(OpEx)
Share of EU taxonomy eligible activities, % 0% 0% 0%
Share of EU taxonomy non-eligible activities, % 100% 100% 100%
Total, M€ 155.3 47.4 118.5
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Qt Group 2022 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
Share and shareholders
At the end of the financial year, Qt Group held 79,000 treasury shares, representing 0.3 per-
cent of the total number of listed shares.
On December 30, 2022, the number of Qt Group Plc shares outstanding was 25,319,398
(24,782,648). On December 30, 2022, the company had a total of 45,842 shareholders,
including nominee-registered shares, according to Euroclear Finland Oy.
The company did not receive any flagging notifications during the financial year 2022.
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 33,408,059 shares were traded in Nasdaq Helsinki during the
reporting period. This accounts for 132 percent of the total number of shares. After Nasdaq
Helsinki, Qt Group was most traded in Cboe Global Markets and LSE Group marketplaces.
The volume-weighted average price of the share was EUR 69.3, with the lowest price being
EUR 35.6 (October 13, 2022) and the highest price EUR 137.6 (January 3, 2022). The closing
price at the end of December was EUR 44.5 per share, and Qt Group’s market capitalization
was EUR 1,130 million.
THE TEN LARGEST SHAREHOLDERS ON DECEMBER 30, 2022
Shareholder
Shares and votes,
pcs
% of shares
and votes
Ingman Development Oy Ab 5,450,000 21.5
Skandinaviska Enskilda Banken Ab (Publ) Helsinki branch* 4,253,533 16.7
Ilmarinen Mutual Pension Insurance Company 1,149,000 4.5
Varma Mutual Pension Insurance Company 759,491 3.0
Karvinen Kari 700,049 2.8
Citibank Europe Plc* 559,317 2.2
Savolainen Matti 452,785 1.8
Danske Invest Finnish Equity Fund 452,764 1.8
Uhari Tommi 400,620 1.6
Elo Mutual Pension Insurance Company 365,000 1.4
* Nominee register
DISTRIBUTION OF HOLDINGS BY NUMBER OF SHARES HELD ON DECEMBER 30, 2022
Number of shares % of shareholders % of shares and votes
1–100 79.9 4.1
101–1 000 17.9 9.3
1,001–10,000 1.9 8.5
10,001–100,000 0.2 11.2
100,001–1,000,000 0.0 24.2
1,000,001–9,999,999 0.0 42.7
Total 100.0 100.0
SHAREHOLDING BY SECTOR ON DECEMBER 30, 2022
Shareholder by sector % of shareholders
% of shares
and votes
Non-financial corporations 4.3 26.2
Finance and insurance companies* 0.2 25.4
General government 0.0 10.2
Not-for-profit institutions 0.3 0.5
Households 94.9 34.1
Foreign holding 0.3 3.5
*including nominee-registered 0.1 20.5
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Qt Group 2022 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
Governance
Qt Group Plc's Annual General Meeting (AGM), held on March
15, 2022, adopted the company's annual accounts, including
the consolidated annual accounts for the accounting period
1 January–31 December 2021, reviewed the Remuneration
Report for the company’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,
2021, no dividend will be paid.
The AGM decided to elect five members to the Board. Robert
Ingman, Leena Saarinen, Jaakko Koppinen and Mikko Marsio
were re-elected and Mikko Välimäki was elected as a Board
member. At the Organizing Meeting held after the General
Meeting, Robert Ingman was elected as Chair of the Board
and Leena Saarinen 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 unrestricted
equity. The Board shall decide on how the shares will be repur-
chased. The shares may be repurchased otherwise than in pro-
portion to the shareholdings of the current shareholders. The
authorization also includes the acquisition of shares through
public trading organized by Nasdaq Helsinki Ltd in accordance
with its and Euroclear Finland Ltd's rules and instructions, or
through offers made to shareholders.
The shares may be repurchased in order to improve the capital
structure of the company, to finance or carry out acquisitions
or other arrangements, to carry out the company's share-
based incentive schemes, to be transferred for other purposes,
or to be cancelled. The shares shall be repurchased for a price
based on the fair value quoted in public trading. The authori-
zation shall be valid for 18 months from the issue date of the
authorization, i.e. until September 15, 2023 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 entitled to decide
on share issues and granting of special rights waiving the
pre-emptive subscription rights of the shareholders (directed
issue). The authorization may be used in order to finance or
carry out acquisitions or other arrangements, to carry out the
company’s share-based incentive schemes and to improve
the capital structure of the company, or for other purposes
decided by the Board of Directors. The authorization includes
the Board of Directors' right to decide on all terms relating to
the share issue and granting of special rights including the sub-
scription price, its payment and its entry into the company's
balance sheet. The authorization shall be valid for 18 months
from the issue date of the authorization, i.e. until September
15, 2023 and it replaces any earlier authorizations on share
issue and granting of special rights.
By virtue of the authorization granted to it by the general
meeting, the Board of Directors of Qt Group Plc resolved at
its meeting on February 16, 2022, on the program for key
persons’ share rewards. Within this program, a reward corre-
sponding to the value of 130,000 shares of the company at
a maximum can be granted to key persons in the company or
its group companies. The governance, security and execution
of the incentive scheme has been outsourced to Evli Awards
Management Oy. According to the outsourcing arrangement,
the company shall fund the acquisition of shares required for
paying out rewards in the manner permitted by Chapter 13,
Section 10, Clause 2 of the Limited Liability Companies Act,
and Evli Awards Management shall independently perform
the acquisition of such shares in the stock market. In rela-
tion to the company’s previous incentive scheme, Evli Awards
Management still holds 79,000 of the company’s shares to be
used for the payment of rewards under the company’s future
incentive schemes.
Qt Group Plc announced via stock exchange release on January
3, 2022, May 16, 2022, and June 15, 2022, that between Sep-
tember 14 and December 9, 2021 a total of 550 new shares;
Qt Group | Annual Report 2022
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Qt Group 2022 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
between 5 February and 6 May 2022, a total of 85,010 new
shares, and between 7 and 23 May 2022, a total of 1,490
new shares has been subscribed for with the company's stock
options 2016. For subscriptions made between September
14–December 9, 2021, the entire subscription price of EUR
2,662.00, between 5 February and 6 May 2022, the entire
subscription price of EUR 411,448.40, and for subscriptions
made between 7 and 23 May 2022, the entire subscription
price of EUR 7,211.60 was entered in the reserve for invested
unrestricted equity.
SHARE-BASED INCENTIVE PROGRAM
On February 17, 2022, the Board of Directors of Qt Group
decided to establish a new share-based incentive program
for the company’s President and CEO and other key persons.
Objective of the program is to bring together the key persons’
targets based on the company growth strategy and share-
holders’ goals for enhancing the company’s value, commit the
key persons to the company, and offer them a competitive
incentive program based on company shares. The incentive
program has one reward collection period covering the years
2022–2024. More information on the share-based incentive
program is available in the Remuneration report.
CORPORATE GOVERNANCE STATEMENT
Qt Group Plc has published on its website a Corporate Gover-
nance Statement report concerning the corporate governance
system in accordance with Chapter 7, Section 7 of the Securi-
ties Markets Act (746/2012). Statement has been issued sep-
arately from the Board of Directors’ Report
Events after the review period
On January 3, 2023, Qt Group issued a release to disclose that,
during the period September 13–December 9, 2022, a total
of 66,187 new shares in the company had been subscribed
for with the company’s stock options 2016. For subscrip-
tions made with the stock options, the subscription price of
EUR 320,345.08 will be entered in its entirety in the reserve
for invested unrestricted equity. After the new shares are
entered in the Trade Register, the total amount of shares is
25,464,585. The shares subscribed for under the stock options
were entered in the Trade Register on January 2, 2023. The
new shares carry shareholder rights from the date they were
entered in the Trade Register. The shares are traded on Nasdaq
Helsinki Oy together with the old shares starting from Jan-
uary 3, 2023.
The company had no other significant events deviating from
normal business operations after the end of the review 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 poten-
tially 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 equipment
manufacturers and reduce their production volume, which par-
ticularly affects net sales accrued from distribution 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 mar-
kets as a result of acquisitions. The integration of acquired
products, business operations and personnel also involves
various 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 consider-
able fluctuation in quarterly net sales and profitability in par-
ticular is the contract turnaround times which, in the major
customer segment, are very long at up to 18 months.
Qt Group | Annual Report 2022
19
Qt Group 2022 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
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, devel-
opment and quality assurance tools, especially in the auto-
motive, consumer electronics, medical devices and industrial
automation industries.
Qt’s solutions for improving the productivity of software devel-
opment 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 assur-
ance tools will grow. Qt Group expects that the quality assur-
ance 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 rev-
enue 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.
The company estimates that the logistics problems in world
trade and the global component shortage will continue to
affect at least some of the company’s customers, which can
be reflected in project delays and reduced production vol-
umes. These challenges in the operating environment may
slow down the accumulation of net sales from distribution
licenses, in particular.
Russia’s armed attack on Ukraine, combined with the EU’s
sanctions against Russia, add to the general uncertainty in
the operating environment. The war has not had significant
impacts on the company’s business, at least for the time being.
Increasing energy prices and a general economic slowdown
may reduce the demand for the products of Qt’s customers
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.
OUTLOOK FOR 2023
We estimate that the company’s net sales for 2023 will
increase by 20–30 percent year-on-year at comparable
exchange rates, and our operating profit margin (EBITA-%)
will be 20–30 percent.
The percentage of change in net sales at comparable exchange
rates is calculated by translating the net sales from the com-
parison period of 2022 with the actual exchange rates of the
reporting period of 2023 and by comparing the actual net sales
in 2023 with the net sales of 2022 calculated at comparable
exchange rates.
Board of Directors’ dividend proposal
Qt Group Plc's distributable funds on December 31, 2022 were
EUR 44,911,314.45 of which the net profit for 2022 was EUR
3,285,430.16. The Board of Directors proposes to the Annual
General Meeting that no dividend be paid for the fiscal year
that ended on December 31, 2022.
Espoo, February 15, 2023
The Board of Directors of Qt Group
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20
Qt Group 2022 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
EUR thousand 31.12.2022 31.12.2021 31.12.2020
Net sales 155,318 121,139 79,455
Operating profit (EBITA) 42,249 31,534 17,422
EBITA, % 27.2% 26.0% 21.9%
Operating profit (EBIT) 36,870 28,812 17,017
EBIT, % 23.7% 23.8% 21.4%
Net profit 34,301 22,410 12,826
- % of net sales 22.1% 18.5% 16.1%
Return on equity, % 49.6% 55.0% 54.8%
Return on investment, % 41.5% 57.0% 63.6%
Interest-bearing liabilities 28,159 17,028 2,655
Cash and cash equivalents 8,815 17,374 22,046
Net gearing, % 22.3% -0.7% -64.9%
Equity ratio, % 52.8% 51.1% 66.6%
Earnings per share (EPS), EUR 1.36 0.91 0.53
EPS adjusted for dilution, EUR 1.36 0.88 0.51
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
Financial
Statements 2022
Consolidated income statement .................................................22
Consolidated statement of financial position .........................23
Consolidated statement of cash flows .....................................24
Consolidated statement of changes
in shareholders’ equity .................................................................... 25
Notes to the Consolidated Financial Statements .................26
Parent company income statement ..........................................57
Parent company balance sheet ...................................................58
Parent company cash flow statement ......................................59
Basic information on the parent company
and accounting policies applied
in the financial statements ............................................................60
Notes to the parent company financial statements ............ 61
Signatures to the Financial Statements
and the Board of Directors’ Report ............................................65
Auditor's Report ..................................................................................66
Qt Group 2022 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
Qt Group | Vuosikertomus 2022
22
Consolidated income statement
Consolidated statement of comprehensive income
| 1.1.–31.12. | 1.1.–31.12. | ||
EUR thousand | Notes | 2022 | 2021 |
| Other comprehensive income | |||
| Items which may be reclassified | |||
| subsequently to profit or loss | |||
Translation difference | - | ||
Total comprehensive income | |||
| Distribution of comprehensive income: | |||
Parent company shareholders |
| 1.1.–31.12. | 1.1.–31.12. | ||
EUR thousand | Notes | 2022 | 2021 |
Net sales | 2 | ||
Other operating income | 3 | ||
Materials and services | 4 | - | - |
Personnel expenses | 5, 18, 22 | - | - |
Depreciation, amortization and impairment | 7 | - | - |
Other operating expenses | 8 | - | - |
Operating result | |||
Financial income | 9 | ||
Financial expenses | 9 | - | - |
Earnings before tax | |||
Income taxes | 10 | - | - |
Net profit | |||
| Distribution of net profit: | |||
Parent company shareholders | |||
| Net profit attributable to parent company | |||
| shareholders, earnings per share | |||
Undiluted earnings per share (EUR/share) | 11 | ||
Diluted earnings per share (EUR/share) | 11 |
Qt Group 2022 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
Qt Group | Vuosikertomus 2022
23
Consolidated statement of financial position
Assets Equity and liabilities
EUR thousand | Notes | 31.12.2022 | 31.12.2021 |
| Non-current assets | |||
Goodwill | 12 | ||
Other intangible assets | 12 | ||
Tangible assets | 13 | ||
Long-term receivables | 2 | ||
Deferred tax assets | 14 | ||
Total non-current assets | |||
| Current assets | |||
Trade receivables | 15 | ||
Other receivables | 15 | ||
Cash and cash equivalents | 16 | ||
Total current assets | |||
Total assets |
EUR thousand | Notes | 31.12.2022 | 31.12.2021 |
| Shareholders’ equity | |||
Share capital | 17 | ||
Unrestricted shareholders’ equity reserve | 17 | ||
Own shares | 17 | - | - |
Translation difference | 17 | ||
Retained earnings | 17, 18 | ||
Net profit | |||
Total shareholders’ equity | |||
| Long-term liabilities | |||
Deferred tax liabilities | 14 | ||
Long-term interest-bearing liabilities | 20 | ||
Other long-term liabilities | 19 | ||
Total long-term liabilities | |||
| Short-term liabilities | |||
Short-term interest-bearing liabilities | 19, 20 | ||
Accounts payable | 19 | ||
Other short-term liabilities | 19 | ||
Total short-term liabilities | |||
Total liabilities | |||
Shareholders’ equity and liabilities |
Qt Group 2022 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
Qt Group | Vuosikertomus 2022
24
Consolidated cash flow statement
| 1.1.–31.12. | 1.1.–31.12. | |
| EUR thousand | 2022 | 2021 |
| Profit before taxes | ||
| Adjustments to net profit | ||
| Depreciation and amortization | ||
| Other adjustments | ||
| Settlement of share-based payments | - | |
| Change in working capital | ||
| Change in trade and other receivables | - | - |
| Change in accounts payable and other liabilities | - | |
| Interest paid | - | - |
| Other financial items | ||
| Taxes paid | - | - |
| Cash flow from operations | - |
| 1.1.–31.12. | 1.1.–31.12. | |
| EUR thousand | 2022 | 2021 |
| Purchases of tangible and intangible assets | - | - |
Payment for acquisition of subsidiary, net of cash acquired* | - | - |
| Cash flow from investments | - | - |
| Change in lease liabilities | - | - |
| Share subscriptions based on stock options 2016 | ||
| Purchase of treasury shares | - | |
| Issue of treasury shares | ||
| Repayment of short-term borrowings | - | |
| Proceeds from long-term borrowings | ||
| Proceeds from short-term borrowings | ||
| Cash flow from financing | ||
| Change in cash and cash equivalents | - | - |
| Cash and cash equivalents at beginning of period | ||
| Net foreign exchange difference | ||
| Cash and cash equivalents at end of period |
* In 2022, EUR 2,851 thousand was paid as part of the earn-out from the froglogic acquisition in 2021.
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25
Consolidated statement of changes in shareholders’ equity
| Unrestricted | Total | |||||
| shareholders’ | Translation | Retained | shareholders’ | |||
EUR thousand | Share capital | equity reserve | Own shares | difference | earnings | equity |
Shareholders’ equity 1 January 2021 | - | |||||
| Comprehensive income for the period | ||||||
Net profit | ||||||
Comprehensive income | ||||||
Stock option program and equity incentive program | - | - | ||||
| Issue of shares as consideration | ||||||
for a business acquisition | ||||||
Shareholders’ equity 31 December 2021 | - | |||||
Shareholders’ equity 1 January 2022 | - | |||||
| Comprehensive income for the period | ||||||
Net profit | ||||||
Comprehensive income | - | - | ||||
Stock option program and equity incentive program | - | - | ||||
| Issue of shares as consideration | ||||||
for a business acquisition | ||||||
Issue of treasury shares | ||||||
Shareholders’ equity 31 December 2022 | - |
Qt Group 2022 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
Qt Group | Annual Report 2022
26
Notes to the Consolidated Financial Statements
BASIC INFORMATION ON THE GROUP
smart devices in more than 70 industries in over 180 count-
ries. Qt Group’s strategy is focused on expanding its business
and creating long-term growth opportunities. The company
executes growth investments, particularly 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 688 employees at the end of 2022.
The company is listed on the Nasdaq Helsinki Stock
Exchange. The parent company’s domicile is Espoo and its
registered address is Miestentie 7, FI-02150 Espoo , Finland.
A copy of the financial statements is available at
investors.qt.io.
Accounting policies applied in the consolidated financial statements
Qt Group 2022 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
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27
Notes to the Consolidated Financial Statements
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28
Notes to the Consolidated Financial Statements
1. BUSINESS COMBINATIONS
Acquisitions in 2022
Qt Group acquired the entire share capital of Axivion GmbH on August 11, 2022. The acqui-
sition expands Qt Group's quality assurance offering with solutions for static analysis and
software architecture analysis. The state-of-the-art quality assurance solutions from Axivion
improve productivity in the software development process by detecting software erosion
factors such as defects, cycles, and violations of programming rules. Qt Group aims to
leverage its global sales network to sell Axivion products to new and existing customers, and
to expand its sales to the C/C++ software development markets outside the Qt ecosystem.
EUR thousand
Purchase price
Cash consideration 25,825
Directed share issue 8,273
Earn-out 9,984
Total purchase price consideration 44,082
Assets and liabilities
Tangible assets 22
Intangible assets: customer relationship 13,400
Other intangible assets 20,815
Trade and other receivables 2,935
Cash and cash equivalents 2,849
Total assets 40,021
Short-term liabilities 3,651
Deferred tax liability 10,260
Total liabilities 13,911
Net assets 26,111
Goodwill 17,971
Purchase price 44,082
Acquisitions in 2022
Qt Group 2022 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
Qt Group | Annual Report 2022
29
Notes to the Consolidated Financial Statements
1. BUSINESS COMBINATIONS
Acquisitions in 2021
On April 13, 2021, Qt Group acquired the entire share capital of froglogic GmbH, a com-
pany that develops quality assurance tools. The acquisition makes it possible to incor-
porate froglogic’s test automation tools into the Qt product portfolio to provide cus-
tomers with a more comprehensive product range that encompasses the entire soft-
ware development process, from design to development and deployment and now
also including testing and quality assurance. The acquisition also makes it pos-
sible for Qt’s global sales network to be used as a distribution channel for froglog-
ic’s products. Froglogic is a developer of testing automation tools for graphical user
interfaces (GUI) that specializes in the test automation of applications based on the Qt GUI
framework. Froglogic GmbH’s head office is located in Hamburg, Germany, and the com-
pany employs 36 professionals. The company’s net sales in 2020 amounted to EUR 6,479
thousand and its operating profit for the same period came to EUR 2,657 thousand.
amounts of the purchase price consideration as well as the acquired assets and liabilities.
The expenses related to the acquisition, EUR 208 thousand, are included in other operating
expenses in the consolidated income statement.
Had the company been consolidated from January 1, 2021, the income statement would
show revenue of EUR 123,382 thousand and operating profit of EUR 29,952 thousand.
EUR thousand
Purchase price
Cash consideration 26,762
Directed share issue 6,000
Earn-out 4,685
Total purchase price consideration 37,448
Assets and liabilities
Tangible assets 33
Intangible assets: customer relationship 7,300
Other intangible assets 18,100
Trade and other receivables 1,296
Cash and cash equivalents 2,777
Total assets 29,507
Short-term liabilities 3,288
Deferred tax liability 7,620
Total liabilities 10,908
Net assets 18,599
Goodwill 18,849
Purchase price 37,448
Acquisitions in 2021
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Notes to the Consolidated Financial Statements
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Notes to the Consolidated Financial Statements
EUR thousand 2022 2021
Revenue recognized from
amounts included in contract liabilities
at the beginning of the period: 9,477 11,437
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Notes to the Consolidated Financial Statements
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33
EUR thousand 2022 2021
Wages and salaries 63,640 49,154
Pension costs (defined contribution plans) 4,822 3,856
Equity incentive program 809 2,815
Other personnel expenses 5,546 4,770
Total 74,816 60,595
Notes to the Consolidated Financial Statements
5. PERSONNEL EXPENSES
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34
7. DEPRECIATION AND AMORTIZATION
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 2022 2021
Research and development costs 20,585 19,163
Total 20,585 19,163
EUR thousand 2022 2021
Depreciation and amortization by asset category
Intangible assets
Software and licenses 39 3
Intellectual property rights 5,409 2,743
Other intangible assets 30 41
Property, plant and equipment
Buildings 2,114 1,163
Machinery and equipment 789 564
Total depreciation, amortization and impairment 8,382 4,515
Notes to the Consolidated Financial Statements
6. RESEARCH AND DEVELOPMENT COSTS
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Notes to the Consolidated Financial Statements
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Notes to the Consolidated Financial Statements
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2022 2021
Net profit attributable to parent company shareholders
(EUR thousand) 34,301 22,410
Weighted average number of shares
during the financial period, 1,000 shares 25,168 24,667
Undiluted earnings per share (EUR/share) 1.36 0.91
The diluted weighted number of shares
for the calculation of earnings per share, 1,000 shares 25,302 25,507
Diluted earnings per share (EUR/share) 1.36 0.88
Notes to the Consolidated Financial Statements
38
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Notes to the Consolidated Financial Statements
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Notes to the Consolidated Financial Statements
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Notes to the Consolidated Financial Statements
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Notes to the Consolidated Financial Statements
Notes to the Consolidated Financial Statements
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Notes to the Consolidated Financial Statements
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Notes to the Consolidated Financial Statements
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EUR thousand 2022 2021
Bank accounts 8,815 17,374
Total 8,815 17,374
Notes to the Consolidated Financial Statements
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Notes to the Consolidated Financial Statements
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Notes to the Consolidated Financial Statements
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Notes to the Consolidated Financial Statements
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Notes to the Consolidated Financial Statements
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Notes to the Consolidated Financial Statements
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21. THE GROUP’S CONTINGENT LIABILITIES
Contingent liabilities
EUR thousand 2022 2021
Pledges given on own behalf
Guarantees 615 580
Pledges and contingent liabilities total 615 580
Notes to the Consolidated Financial Statements
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Notes to the Consolidated Financial Statements
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Notes to the Consolidated Financial Statements
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Parent company’s income statement FAS
EUR Notes 2022 2021
Net sales 4,827,604.28 422,878.52
Personnel expenses 1 -7,046,581.08 -1,025,635.85
Other operating expenses 2 -1,699,298.16 -1,025,887.45
Operating profit -3,918,274.96 -1,628,644.78
Financial expenses 3 -358,336.05 -101,386.28
Earnings before appropriations and taxes -4,276,611.01 -1,730,031.06
Appropriations
Group contributions received 7,562,041.17 2,273,401.32
Total appropriations 7,562,041.17 2,273,401.32
Income taxes 0.00 0.00
Net profit 3,285,430.16 543,370.26
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EUR Notes 31.12.2022 31.12.2021
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 0,00 188,987.20
Current receivables from group
companies 88,365,972.95 32,394,743.46
Other receivables 883,101.03 38,259.80
Cash in hand and at banks 278,495.04 230,559.43
Total 89,527,569.02 32,852,549.89
Total assets 106,934,497.26 50,259,478.13
Parent company’s balance sheet (FAS)
EUR Notes 31.12.2022 31.12.2021
Shareholders’ equity
Share capital 5 500,000.00 500,000.00
Unrestricted shareholders’
equity reserve 5 55,127,153.89 36,457,747.23
Own shares -9,959,968.64 -18,351,075.90
Retained earnings -3,541,300.96 -547,773.61
Net profit 5 3,825,430.16 543,370.26
Total 45,411,314.45 18,602,267.98
Long-term liabilities
Long-term interest-bearing liabilities 24,000,000.00 0.00
Total 24,000,000.00 0.00
Short-term liabilities
Accounts payable 22,248.12 143,606.60
Other liabilities 1,167,383.89 134,334.26
Short-term interest-bearing liabilities 3,636,095.57 17,092,778.17
Accrued charges
and deferred credits 6 32,697,454.83 14,286,491.12
Total 37,523,182.81 31,657,210.15
Total shareholders’ equity
and liabilities 106,934,497.26 50,259,478.13
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Parent company’s cash flow statement FAS
EUR 2022 2021
Net profit before tax
-4,276,611.01 -1,730,031.06
Adjustments to net profit
358,336.05 101,386.28
Change in working capital
-20,592,543.94 -6,911,667.44
Interest paid
-137,759.72 -66,278.17
Other financial items
-65,190.47 -35,108.11
Income taxes paid
-876,533.15 0.00
Cash flow from financial items and taxes
-1,079,483.34 -101,386.28
Cash flow from operations
-25,590,302.24 -8,641,698.50
Repayment of current borrowings
-15,000,000.00 0.00
Proceeds from non-current borrowings 24,000,000.00 0.00
Proceeds from current borrowings 0.00 15,000,000.00
Net changes in bank overdrafts 1,387,931.54 2,092,778.17
Issue of treasury shares 14,511,301.23 0.00
Purchase of treasury shares 0.00 -11,067,212.12
Share subscriptions based on stock options 2016 739,005.08 1,357,900.72
Cash flow from financing
25,638,237.85 7,383,466.77
Change in cash and cash equivalents
47,935.61 -1,258,231.73
Cash and cash equivalents at beginning of period
230,559.43 1,488,791.16
Cash and cash equivalents at end of period
278,495.04 230,559.43
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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.
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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 2022 2021
Wages and salaries 6,952,592.25 915,437.01
Pension expenses 83,978.19 98,184.08
Other personnel expenses 10,010.64 12,014.76
Total 7,046,581.08 1,025,635.85
EUR 2022 2021
IT expenses 4,588.45 4,737.95
Expert services 970,154.87 609,913.79
Other expenses 724,554.84 411,235.71
Total 1,699,298.16 1,025,887.45
Auditor’s fees
Audit 21,927.75 17,588.48
Other services 1,450.00 5,498.00
Total 23,377.75 23,086.48
EUR 2022 2021
Other financial expenses 358,336.05 101,386.28
Total 358,336.05 101,386.28
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 2021 and 2022 was KPMG Oy Ab.
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4. INVESTMENTS
Holdings in group companies Itemization of shares
Notes to the parent company financial statements
EUR 2022
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 2021
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%
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5. CHANGES IN SHAREHOLDERS’ EQUITY
EUR 2022 2021
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 36,457,747.23 29,099,846.51
Issue of shares 8,273,310.00 6,000,000.00
Issue of treasury share 9,657,091.58 0.00
Share subscriptions based on stock options 739,005.08 1,357,900.72
Unrestricted shareholders’ equity reserve, 31 December 55,127,153.89 36,457,747.23
Own shares, 1 January -18,351,075.90 -7,283,863.78
Purchase of treasury shares 0.00 -11,067,212.12
Decrease of treasury shares 8,391,107.26 0.00
Own shares, 31 December -9,959,968.64 -18,351,075.90
Retained earnings -4,403.35 -547,773.61
Decrease of treasury shares -3,536,897.61 0.00
Net profit (loss) 3,285,430.16 543,370.26
Total shareholders’ equity 45,411,314.45 18,602,267.98
Calculation of distributable funds
Unrestricted shareholders’ equity reserve 55,127,153.89 36,457,747.23
Treasury shares -9,959,968.64 -18,351,075.90
Retained earnings -3,541,300.96 -547,773.61
Net profit (loss) 3,285,430.16 543,370.26
Total distributable funds 44,911,314.45 18,102,267.98
Notes to the parent company financial statements
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6. ACCRUED CHARGES AND DEFERRED CREDITS
EUR 2022 2021
Accrued charges and deferred credits
to group companies 32,396,053.01 14,015,040.21
Personnel expense allocations 173,730.73 258,337.50
Other accrued charges and deferred credits 127,671.09 13,113.41
Total 32,697,454.83 14,286,491.12
Board of Directors' dividend proposal
Parent company’s net result showed a profit of EUR 3,285,430.16. 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 2022.
Notes to the parent company financial statements
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Signatures to the Financial Statements and the Board of Directors’ Report
ESPOO, 15 FEBRUARY 2023
AUDITORS’ NOTE
The report of the audit has been issued today.
Espoo, 15 February 2023
KPMG Oy Ab
Authorized Public Accountants
Kim Järvi, Authorized Public Accountant
Robert Ingman
Chairman of the Board of Directors
Leena Saarinen
Vice Chairman of the Board of Directors
Mikko Välimäki
Member of the Board of Directors
Juha Varelius
President and CEO
Mikko Marsio
Member of the Board of Directors
Jaakko Koppinen
Member of the Board of Directors
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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 December 31, 2022. The financial statements comprise the consoli-
dated balance sheet, income statement, statement of comprehensive income, statement
of changes in equity, statement of cash flows and notes, including a summary of signifi-
cant accounting policies, 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
position, financial performance and cash flows in accordance with International Financial
Reporting Standards (IFRS) as adopted by the EU
• the financial statements give a true and fair view of the parent company’s financial per-
formance 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.
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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
addressed in the context of our audit of the financial state-
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.
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.
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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 statements
that give a true and fair view in accordance with International
Financial Reporting Standards (IFRS) as adopted by the EU, and
of financial statements that give a true and fair view in accor-
dance with the laws and regulations governing the prepara-
tion of financial statements in Finland and comply with stat-
utory requirements. 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 finan-
cial 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.
Obtain sufficient appropriate audit evidence regarding
the financial information of the entities or business activ-
ities within the group to express an opinion on the con-
solidated financial statements. We are responsible for
the direction, supervision and performance of the group
audit. We remain solely responsible for our audit opinion.
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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 and 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 accordance with the applicable laws and regulations.
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 accordance with the applicable laws and regula-
tions.
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 15, 2023
KPMG OY AB
Kim Järvi
Authorized Public Accountant, KHT
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Independent Auditor’s
Reasonable Assurance Report
on Qt Group Plc’s ESEF
Financial Statements
To the Board of Directors of Qt Group Plc
We have undertaken a reasonable assurance engagement in respect of whether the con-
solidated financial statements for the year ended 31 December 2022 included in the dig-
ital financial statements qtgroupoyj-2022-12-31-en.zip of Qt Group Plc (Business ID
2733394-8) have been marked up with iXBRL markups in accordance with the require-
ments of Article 4 of EU Delegated Regulation 2018/815 (ESEF RTS).
THE RESPONSIBILITY OF THE BOARD OF DIRECTORS AND MANAGING DIRECTOR
The Board of Directors and Managing Director are responsible for preparing the report of
the Board of Directors and financial statements (ESEF financial statements) that comply
with the requirements of ESEF RTS. This responsibility includes:
• preparation of ESEF financial statements in XHTML format in accordance with Article 3
of the ESEF RTS
• marking up the primary statements and the notes to the consolidated financial state-
ments, and the company identification data included in the ESEF financial statements
with iXBRL tags in accordance with Article 4 of the ESEF RTS; and
• ensuring consistency between ESEF financial statements and audited financial state-
ments.
The Board of Directors and the Managing Director are also responsible for such internal
control as they deem necessary to prepare the ESEF financial statements in accordance
with the requirements of the ESEF RTS.
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AUDITOR’S INDEPENDENCE AND QUALITY MANAGEMENT
We are independent of the company in accordance with the
ethical requirements applicable in Finland, which apply to the
engagement we have performed, and we have fulfilled our
other ethical responsibilities in accordance with these require-
ments.
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 regu-
lations requirements.
AUDITOR’S RESPONSIBILITY
In accordance with the Engagement Letter our responsibility is
to express an opinion on whether the marking up of the con-
solidated financial statements included in the ESEF financial
statements comply in all material respects with the Article
4 of the ESEF RTS. We conducted our reasonable assurance
engagement in accordance with International Standard on
Assurance Engagements 3000.
The engagement involves procedures to obtain evidence
whether;
• the primary statements of the consolidated financial state-
ments included in the ESEF financial statements are, in all
material respects, marked up with iXBRL tags in accordance
with Article 4 of the ESEF RTS, and;
• whether the notes to the consolidated financial statements
and the company identification data included in the ESEF
financial statements data, have been marked up, in all mate-
rial respects, with iXBRL tags in accordance with Article 4 of
the ESEF RTS; and
• whether the ESEF financial statements and the audited
financial statements are consistent with each other.
The nature, timing and the extent of procedures selected
depend on practitioner’s judgement. This includes the assess-
ment of the risks of material departures from the requirements
set out in the ESEF RTS, whether due to fraud or error.
We believe that the evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
OPINION
In our opinion, the primary statements of the consolidated
financial statements, the notes to the consolidated finan-
cial statements and the company identification data included
in the ESEF financial statements of Qt Group Plc identified
as qtgroupoyj-2022-12-31-en.zip for the year ended 31
December 2022 are, in all material respects, marked up in
compliance with the ESEF Regulatory Technical Standard.
Our audit opinion on the audit of the consolidated financial
statements of Qt Group Plc for the year ended 31 December
2022 is set out in our Auditor’s Report dated 15 February
2023. In this report, we do not express any audit opinion
or other assurance conclusion on the consolidated financial
statements.
Helsinki 15 February 2023
KPMG OY AB
Kim Järvi
Authorized Public Accountant, KHT
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Corporate Governance
Statement 2022
I. Introduction
This Corporate Governance Statement has been prepared in accordance with the Gover-
nance Code for Listed Finnish Companies 2020 (“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 at
www.cgfinland.fi.
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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 per cent (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.
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
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74
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
both genders represented. The defined diversity principles
were well fulfilled in the company's Board of Directors during
financial year 2022.
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.
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Board of Directors
Robert Ingman
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 and Halti Ltd.
Member of the Board of Evli
Pankki Plc.
Independent of the Company.
Mikko Marsio
b. 1971
M.Sc. (Eng.)
Member of the Board of Direc-
tors of Qt Group Plc since 2018.
Chair of the Audit Committee and
member of the Compensation and
Nomination Committee.
Currently Chief Revenue Officer
and member of the Executive
Team at Cadmatic Oy.
Has worked as SVP, Digital
business and Software in Process
Industries division 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.
Leena Saarinen
b. 1960
M.Sc. (Food technology)
Member of the Board of Directors
of Qt Group Plc since 2016.
Chair of the Compensation
and Nomination Committee.
Currently works as a board
professional. Chairman of the
Board at Palmia Ltd and Helsinki
School of Business AB. Board
member at Handelsbanken
Finland, Etteplan Oyj and Reka
Industrial Oyj.
Her previous posts include
Managing Director at Suomen
Lähikauppa Ltd (2007–2010),
President and CEO at Altia
Corporation (2005–2007) and
various positions at Unilever
(1990–2005).
Independent of the Company
and major shareholders.
Mikko Välimäki
b. 1976
PhD, LL.M
Member of the Board of Direc-
tors of Qt Group Plc since 2022.
Member of the Audit Committee.
Entrepreneur and investor.
Contributing to a number of
start-ups including Ellie Techno-
logies Inc. executive chairman and
IQM Finland Oy board member.
Previously co-founder and CEO
of Tuxera Inc. (2009–2019) and
other start-up companies.
Independent of the company
and major shareholders.
Jaakko Koppinen
b. 1969
M.Sc. (Eng.)
Member of the Board of Direc-
tors of Qt Group Plc since 2018.
Member of the Audit Committee.
Currently Vice President, EMEA
and member of the Executive
Team at Normet Oy. Strategic
advisor in several companies.
Has served as Global Division
President and member of the
Board at Sandvik Mining and
Construction Oy (2017–2020).
He has also previously served as
Managing Director of Orica Finland
Oy (2016–2017), and as General
Manager of Wihuri Oy Witraktor
(2012–2015). He also has held
several senior management roles
at Konecranes Plc (2008–2012)
and at Sandvik Group (1995–
2008).
Independent of the Company
and major shareholders.
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Composition of Board of Directors
THE BOARD OF DIRECTORS OF QT GROUP PLC 2022
Name Education Year of Birth Main Activity
Shareholding,
pcs*
Robert Ingman M.Sc. (Eng.), M.Sc. (Econ.) 1961 Chairman of the Board of Directors at Ingman Group Oy Ab 5,475,000
Jaakko Koppinen M.Sc. (Eng.) 1969 Director, Normet Oy 0
Mikko Marsio M.Sc. (Eng.) 1971 Chief Revenue Officer, Cadmatic Oy 800
Leena Saarinen M.Sc. (Food Technology) 1960 Board professional 2,844
Tommi Uhari** M.Sc. (Eng.) 1971 Partner at venture capital fund Karma Ventures -
Mikko Välimäki*** Ph.D, LL.M 1976 Investor 0
Member PARTICIPATION
Robert Ingman (Chair) 14/14
Jaakko Koppinen 14/14
Mikko Marsio 14/14
Leena Saarinen 14/14
Tommi Uhari 2/2
Mikko Välimäki 12/12
Total 100%
No Board Member owns any stock-options or other share-based rights in the company.
Of the aforementioned Members of the Board, Jaakko Koppinen, Mikko Marsio, Leena
Saarinen and Mikko Välimäki are independent of the company and its major shareholders.
Robert Ingman is independent of the company. Robert Ingman is not independent 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 2022, the Board of Directors held 14 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 2022.
** Board member until March 15, 2022
*** Board member as of March 15, 2022
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Committees of the Board of Directors
The company’s Board of Directors had two (2) committees in
financial year 2022: 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
Jaakko Koppinen 4/4
Mikko Marsio (Chair)* 4/4
Tommi Uhari (Chair)** 1/1
Mikko Välimäki*** 3/3
Total 100%
Member PARTICIPATION
Robert Ingman 5/5
Mikko Marsio* 2/2
Leena Saarinen (Chair) 5/5
Tommi Uhari** 3/3
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 2022, the members of the Audit Committee and their
participation in the meetings were as follows:
During 2022, the members of the Compensation and Nomi-
nation Committee and their participation in the meetings were
as follows:
* Committee member as of March 15, 2022
** Committee member until March 15, 2022
* Committee Chair as of March 15, 2022
** Committee Chair until March 15, 2022
*** Committee member as of March 15, 2022
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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, 2022.
** Member of the Management Team since August 15, 2022
*** Member of the Management Team until July 29, 2022
DURING THE FINANCIAL YEAR 2022, 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 authorised 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 350,776
Mari Heusala** M.Sc (Econ) 1966 SVP, Human Resources 0
Petteri Holländer M.Sc. student (Eng.) 1974 SVP, Ventures 10,000
Marko Kaasila M.Sc. (Eng), MBA 1972 SVP, Product Management 0
Katja Kumpulainen eMBA 1973 SVP, Marketing 12,000
Jouni Lintunen M.Sc. (Eng.) 1971 Chief Financial Officer 2,500
Juhapekka Niemi M.Sc. (Computer Sciences) 1968 EVP, Sales and Business Development 51,211
Mika Pälsi LL.M. 1970 General Counsel 2,500
Helena Telaranta*** M.Sc. (Econ.) 1973 SVP, Human Resources -
Tuukka Turunen M.Sc. (Computer Sciences), Licentiate of Technology 1974 SVP, R&D 141,786
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Juha Varelius
b. 1963
Master of Economic Sciences
CEO of 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
b. 1971
Master of Science in Technology
Chief Financial Officer of Qt Group
Plc since 2020.
Previously acted as Finance
Director (2016–2020) and
Business Controller (2013–
2015) at PaloDEx Group Oy,
and in various directorial and
expert positions at Vaisala Oyj
(1998–2013)
Juhapekka Niemi
b. 1968
Information Technology Engineer
Executive Vice President of
Qt Group Plc 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).
Katja Kumpulainen
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).
Management Team
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Mari Heusala
b. 1966
Master of Economic Sciences
Senior Vice President, Human
Resources of Qt Group Plc
since 2022.
Previously acted as Executive Vice
President, Human Resources at
Vaisala Corporation (2019-2021),
F-Secure Corporation (2015-
2018), and Basware Corporation
(2009-2015), as well as in various
directorial and managerial posi-
tions at Nokia Corporation (1997-
2009).
Marko Kaasila
b. 1972
Master of Science in Technology,
MBA
Senior Vice President, Product
Management of Qt Group Plc
since 2021.
Previously acted as CEO of Bitbar
Technologies and Head of Product
following the acquisition of the
company by Smartbear Software
(2009–2020), as Director of
Business Unit at On2 Techno-
logies (2005–2008) and in
product and project management
roles at Flextronics, Telefonica and
Nokia (1998–2005).
Mika Pälsi
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
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
positions 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).
Petteri Holländer
b. 1974
M.Sc. student (Eng)
Senior Vice President, Ventures of
Qt Group Plc since 2021.
Member of the Management
team of Qt Group since 2016,
previously SVP, Product Manage-
ment. Prior to that acted as Chief
Product Officer, Business
Development Officer and in
other managerial positions at
Digia Oyj and its predecessors
(2001–2016), and as Product
Development Officer at Sonera
SmartTrust Oy (1999–2001).
Management Team
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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 unit tasked with verifying monthly
reports. The finance unit reports to the management, the
Board of Directors and the Board’s Audit Committee 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 unit. The company also has
the necessary separate reporting and information systems
for monitoring business operations and asset management.
The Group’s finance unit provides instructions for drawing up
financial statements and interim financial statements, and
compiles the consolidated financial statements. The finance
unit has centralised control over the Group's funding and asset
management, and is in charge of managing interest rate and
currency risk.
INTERNAL RISK CONTROL
As a general principle, authorisation 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 authorised 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.
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82
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.
Customer risks include for example a change in customer pay-
ment behavior or their ability to pay and a weakening of the
Company’s negotiation position with significant customer
accounts in particular. Qt Group manages customer risk by
actively managing its customer portfolio and avoiding poten-
tial risk positions. Personnel risks are managed with various
personnel benefits, incentive schemes, and a goal and devel-
opment discussion framework. Qt Group 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 secu-
rity risk is managed through the continuous development of
working models, security practices and processes. Qt Group
has established mandatory personnel trainings for information
and cyber security, data protection and privacy, and the com-
pany monitors the training completion rate. Qt Group has reg-
ular vulnerability scans and has implemented a quarterly secu-
rity review. In addition, the Group's certified quality systems
are regularly evaluated. Risks associated with shared operating
models and best practices, as well as their integrated develop-
ment, are managed according to plan under the supervision of
the Group Management Team. Risks typical to software busi-
ness, especially to international product business, relating to
appropriate protection of company’s own IPRs and violation of
IPRs of third parties are managed through extensive internal
policies, standard contracts and appropriate follow-up and
analysis. With respect to IFRS-compliant accounting policies,
the Group actively monitors goodwill and the related impair-
ment 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.
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83
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.
Internal audit does not form a function of its own in the com-
pany but is the responsibility of the company’s Financial and
Legal functions.
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
Kim Järvi as the principal auditor.
During financial year 2022, the auditor’s fees for auditing ser-
vices was EUR 37 thousand and EUR 24 thousand for services
that were not related to auditing.
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.
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Remuneration Report for Qt Group Plc’s Governing Bodies 2022
This remuneration report for governing bodies describes the
remuneration and other financial benefits paid to the gov-
erning bodies, i.e. Board members and President and CEO, of
Qt Group Plc for the fiscal year 2022. The remuneration and
other financial benefits are reported on a cash basis.
The remuneration report has been drafted in accordance with
the remuneration-related guidelines of the Corporate Gover-
nance Code for Finnish listed companies 2020.
As a rule, the company has a remuneration policy extending
to the 2024 Annual General Meeting, which was reviewed by
the company’s Annual General Meeting on 10 March 2020.
In accordance with the remuneration policy, the purpose of
the Company’s remuneration system is to provide both the
Company management and the Company’s personnel with
a competitive, equal and encouraging revenue model, which
incorporates the Company’s strategic goals and their share-
holders’ interests.
The remuneration of governing bodies for the fiscal year 2022
took place in accordance with the Company’s remuneration
policy.
A significant part of the CEO’s remuneration is based on vari-
able 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 net sales growth rate.
The company’s net sales have developed very strongly in
recent years, which was also reflected in the compensation
paid to the President and CEO for the fiscal year 2022.
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.
EUR 1,000 2022 2021 2020 2019 2018
Average remuneration of the Board of Directors 56 48 48 47 47
Change, %
1
16.7% 0% 2.1% 0% 0%
Remuneration of the President and CEO 15,945
2
27,473
3
6,994
4
327 444
Change, %
1
-72.3% >100% >100% -35.8% 2.8%
Employee remuneration
5
107 117 105 103 97
Change, %
1
-8.5% 11.4% 1.9% 6.2% 5.4%
Net sales 155,318 121,139 79,455 58,373 45,590
Change, %
1
28.2% 52.5% 36.1% 28.0% 25.7%
Operating result 36,870 28,812 17,017 219 -2,322
Change, %
1
28.0% 69.3% >100% - -
Qt Group Plc market capitalization, 31.12. 1,130,229 3,364,135 1,412,600 499,600 188,000
Change, %
1
-66.4% >100% >100% >100% 51.6%
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 2022 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
Qt Group | Annual Report 2022
85
REMUNERATION OF THE BOARD OF DIRECTORS
During the 2022 fiscal year, the members of Qt Group Plc’s
Board of Directors were paid monthly remuneration of EUR
2,500, the Vice Chair EUR 3,500 and the Chair EUR 5,500 for
their work on the Board until March 31, 2022. As of April 1,
2022, the members of Qt Group Plc’s Board of Directors were
paid monthly remuneration of EUR 3,000, the Vice Chair EUR
4,000 and the Chair EUR 6,000 for their work on the Board.
In addition, the chairs of the Board committees were paid a
meeting fee of EUR 1,000 per committee meeting and each
Board member a meeting fee of EUR 500 per Board meeting
and Board committee meeting. Moreover, standard and rea-
sonable costs resulting from work on the Board of Directors
are reimbursed against invoice.
The Company’s Board Members are not included in any incen-
tive schemes intended for the Company’s senior management
or personnel, and the Company has not granted stock options
or share-based remuneration for work on the Board of Direc-
tors.
The table below presents the remuneration of the members
of the Board of Directors during the fiscal year 2022.
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.
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.
Under the company’s short-term incentive scheme, the
earning criteria for the CEO’s bonus is the growth of the
Group’s net sales. Bonuses will start accumulating once the
net sales exceed the set threshold and reach the target level of
100% when the set net sales target is reached, at which time
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%, depending on actual performance. Upon exceeding
the net sales target, the bonus will increase as follows: 20%
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%
Name Board CNC
1
AC
2
Monthly
compensation,
EUR
Meeting fee,
EUR
Total,
EUR
Robert Ingman CHAIR Member - 70,500 11,500 82,000
Jaakko Koppinen Member - Member 34,500 8,000 42,500
Mikko Marsio³ Member Member CHAIR 34,500 10,000 44,500
Leena Saarinen Vice-chair CHAIR - 43,500 17,000 60,500
Vice-chair Member CHAIR 10,500 7,000 17,500
Member - Member 27,000 6,000 33,000
Total 220,500 59,500 280,000
1 Compensation and Nomination Committee
2 Audit Committee
3 Member of the Audit Committee until March 15, 2022, and Committee Chair as of March 15, 2022. Member of the Compensation and Nomination Committee as of March 15, 2022.
4 Member of the Board until March 15, 2022, and Vice Chair of the Board as of March 15, 2022.
5 Vice Chair of the Board, Member of the Compensation and Nomination Committee, and Chair of the Audit Committee until March 15, 2022.
6 Member of the Board and Audit Committee as of March 15, 2022.
Qt Group 2022 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
Qt Group | Annual Report 2022
86
of his annual fixed salary. The fulfilment of bonus criteria is
evaluated and possible rewards are paid semiannually.
For the fiscal year 2022, the President and CEO was paid
bonuses under the short-term incentive scheme as follows:
• EUR 167,438 in February based on the achievement of
the targets at a rate of 249.2 percent during the second
half of 2021; and
• EUR 31,954 in August based on the achievement of the
targets at a rate of 44.4 percent during the first half of
2022.
The Company has one valid long-term incentive scheme for
key personnel based on the decision of the Board of Direc-
tors on February 16, 2022 (“Share-based incentive program
2022”).
According to the terms and conditions of the incentive pro-
gram, the President and CEO is entitled to a maximum reward
equivalent to the value of 10,000 shares. The incentive pro-
gram has one reward collection period covering the years
2022–2024. Rewards in the program are determined by
Qt Group Plc’s net sales in 2024. Rewards will start accumu-
lating once the net sales for 2024 exceed EUR 240 million, and
they then continue to increase in a linear manner up to a max-
imum value once net sales reach EUR 360 million. The 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.
During the fiscal year 2022, two long-term incentive schemes
ended. The share subscription with Qt Group’s option rights
2016 ended on December 31, 2022, and the rewards based
on Share Bonus Scheme 2019 were paid in spring 2022 after
the confirmation of the Financial Statements for 2021.
During the fiscal year 2022, the President and CEO accu-
mulated EUR 3,319,979 of income under the 2016 option
scheme and EUR 12,043,870 income based on the Share
Bonus Scheme 2019.
The table below presents the remuneration of the President
and CEO Juha Varelius during the last five fiscal years.
Remuneration of the President and
CEO, EUR 2022 2021 2020 2019 2018
Fixed salary and fringe benefits 381,619 353,554 320,847 305,639 305,364
Short-term incentives 199,392 297,758 164,530 21,807 138,358
Long-term incentives 15,363,849 26,821,800 6,508,418 - -
Total 15,944,860 27,473,112 6,993,795 327,446 443,722
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 Tuesday, 14 March 2023 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 2023
16 February Financial Statements Bulletin for 2022
and Annual Report
28 April Interim Statement January–March
3 August Half-Year Financial Report
26 October Interim Statement January–September
BASIC INFORMATION ON THE SHARE
Listed (2016) on Nasdaq Helsinki Ltd
Trading code: QTCOM
Number of shares (Dec 31, 2022) 25,398,398
IR CONTACT
Heli Jämsä, IR Manager
Tel: +358 9 8861 8040
E-mail: [email protected]
HEAD OFFICE
Qt Group Plc (The Qt Company)
Miestentie 7
02150 Espoo, Finland
Qt Group | Annual Report 2022
87
Qt Group Oyj (The Qt Company) / Miestentie 7, 02150 Espoo, Finland / +358 9 8861 8040 / [email protected] / www.qt.io