Annual Report 2023
With Qt technology, we were
able to develop and test the
UI on PC while a second team
was developing the hardware
from bare metal. At the time
we moved to integration,
the UI graphics and functio-
nality were already tested
and only needed to be veri-
fied on the actual hardware.
Such parallel workflow
reduced our delivery time
by over 50%.
Amilcare Franciosi
AUTOMOTIVE TEAM LEADER
EGICON S.R.L.
TIER 1 PARTNER OF DUCATI
Qt Group | Annual Report 2023
3
Table
of Contents
Qt Group in 2023 ....................................................... 04
CEO’s Review ................................................................. 05
Board of Directors’ Report ........................................ 07
Consolidated Key Figures ......................................... 24
Financial Statements ................................................ 25
Consolidated income statement .......................... 26
Consolidated statement
of financial position ................................................... 27
Consolidated cash flow statement ..................... 28
Consolidated statement of
changes in shareholders’ equity ........................... 29
Notes to the Consolidated
Financial Statements ................................................ 30
Parent company’s income statement ................ 60
Parent company’s balance sheet ......................... 61
Parent company’s cash flow statement ........... 62
Basic information on the parent company
and accounting policies applied
in the financial statements .................................... 63
Notes to the parent company
financial statements ................................................. 64
Signatures to the Financial Statements
and the Board of Directors’ Report ..................... 68
Auditor's Report ........................................................ 69
Corporate Governance Statement 2023 ................ 75
Board of directors ...................................................... 77
Management Team .................................................... 81
Remuneration Report for
Qt Group Plc’s Governing Bodies 2023 .................. 87
Information for Shareholders .................................. 92
investors.qt.io
Qt Group | Annual Report 2023
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Qt Group
in 2023
Operating profit (EBIT)
M€
47.3
36.9M€
EBIT margin
% of net sales
26.2%
23.7%
Return
on Investment
35.6%
41.5%
Equity
Ratio
64.4%
52.8%
1.36 €
1.40
Earnings per Share
€
603
Personnel
on Average
732
Operating profit (EBITA)
M€
55.4
42.2M€
EBITA margin
% of net sales
30.6%
27.2%
Net Sales
M€
180.7
155.3M€
2022 2023
45.6
2018 2019
180
170
160
150
140
130
120
110
100
90
80
70
60
50
40
30
20
10
0
2020 2021
58.4
79.5
121.1
155.3
180.7
Qt Group 2023 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
Qt Group | Annual Report 2023
5
The year 2023 was a successful one for Qt
Group’s growth strategy. Although we fell slightly
short of our net sales growth targets, our over-
all growth and profitability were at a good level.
We achieved our quantitative targets in terms
of both developer and distribution license sales.
At the same time, the challenges in the market
situation were particularly evident in the consult-
ing business and the maturity of new developer
licenses, which were more focused than expect-
ed on one-year licenses rather than multi-year
contracts. I want to take this opportunity to
extend my warmest thanks for the past year
to our personnel, developer community, partners,
and customers, who have been building world-
class software with us year after year.
Focus on continued growth and the transformation
into a multi-product company
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. Qt Group
is uniquely positioned in the global embedded software markets,
which have tremendous future potential.
CEO's Review
Qt Group 2023 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
Qt Group | Annual Report 2023
6
Juha Varelius
President & CEO
Qt Group Plc
tools for development and design, we have developed our Qt
Quality Assurance product portfolio. We provide our customers
with tools that solve even the most complex quality assurance
needs. The prevailing trend in the market is Shift-Left, which
refers to using automation for software quality assurance right
from the start of the process. This saves both resources and
time for developers, and we want to be involved in the quality
assurance and testing of our customers’ product development
right from the first stages.
Our ambition is to ensure that each of our products is inde-
pendently competitive in the market. With our new products,
we can also offer world-class solutions for product develop-
ment processes that do not use the Qt development environ-
ment and tools.
Qt Group continues its growth path
Qt Group continued its highly profitable growth in 2023. Our
net sales increased by 18.5% at comparable exchange rates,
In 2023, we continued to invest in growth and our transforma-
tion into a multi-product company. These investments support
our growth strategy, which was published in October 2023
and extends to 2027. We strengthened our product portfolio
by launching Qt Insight, an analytics solution that provides
product usage data. We further developed our product port-
folio of quality assurance tools and expanded sales to software
development markets outside the Qt ecosystem.
Our solutions are suitable for both affordable and high value-
added customer products. They enable our customers to
accelerate product development and launches, mitigate risks,
and help reduce costs. Above all, our solutions enable our
customers to create products of even higher quality. We want
to be part of building the solutions of the future and next-
generation user experiences.
Customer satisfaction is particularly important to us. Global
leaders in their respective industries, such as B/S/H, Ducati,
General Motors, Fresenius Kabi, and Hasselblad, have shared
their positive experiences of the benefits offered by the Qt
development environment in terms of their efficiency, pro-
ductivity, and product development processes.
Continued growth in the demand for
a comprehensive product development process
As the amount of software in the world grows, product devel-
opment teams turn increasingly to automating quality assur-
ance and testing. In addition to the existing Qt Development
and our operating profit margin (EBITA) was 30.6%. The fourth
quarter of 2023 was the best in the company’s history. Our
growth investments and the strengthening of our sales and
R&D organizations were reflected in substantial growth, par-
ticularly with regard to larger contracts. At the end of 2023, we
had 775 employees, representing an increase of 12.6% com-
pared to the end of 2022. Investments are an important part
of our growth strategy, which extends to 2027. By providing
our customers with even higher value-added solutions, we can
capture a larger share of their product development budgets.
We want to be part of building
the solutions of the future and
next-generation user experiences.
Qt Group | Annual Report 2023
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Qt Group 2023 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
Financial reporting
NET SALES
Qt Group Plc’s net sales in 2023 amounted to EUR 180.7 million (EUR 155.3 million), rep-
resenting a growth of 16.4 percent. Net sales of distribution licenses grew by 49.5 percent
to EUR 44.1 million. License sales and consulting increased by 23.0 percent, while main-
tenance revenue decreased by 31.6 percent. The decrease in maintenance revenue is due
to Qt Group’s transition into a subscription license model. The conversion was finalized
during the first half of 2023.
The effect of exchange rates on net sales for the January–December comparison period
was EUR -2.8 million. At comparable exchange rates, net sales grew by 18.5 percent.
Report of the Board of Directors
Year 2023 in brief
• Net sales increased by 16.4 percent to EUR 180.7
million (EUR 155.3 million). At comparable exchange
rates, net sales increased by 18.5 percent.
• Operating profit (EBITA) was EUR 55.4 (42.2) million,
or 30.6 (27.2) percent of net sales.
• Operating profit (EBIT) was EUR 47.3 (36.9) million,
or 26.2 (23.7) percent of net sales.
• The number of employees was 732 (603) on average
and 775 (688) at the end of the year.
• Earnings per share were EUR 1.40 (1.36).
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 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.
EUR 1,000 1–12/2023 1–12/2022 Change, %
License sales and consulting 167,776 136,355 23.0%
Maintenance revenue 12,967 18,963 -31.6%
Total 180,743 155,318 16.4%
Share of distribution licenses 44,115 29,509 49.5%
Qt Group | Annual Report 2023
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Qt Group 2023 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
PROFIT PERFORMANCE
Qt Group’s operating profit (EBITA) for 2023 amounted to
EUR 55.4 million (EUR 42.2 million), representing 30.6 per-
cent of net sales (27.2%). Operating profit (EBIT) was EUR
47.3 million (EUR 36.9 million), representing 26.2 percent of
net sales (23.7%).
The company invested particularly in strengthening its sales
and R&D organizations, which increased personnel expenses.
Other operating expenses increased due to IT services,
investments in marketing and an increase in business travel.
Qt Group’s profit before taxes was EUR 44.8 million (EUR 37.6
million) and profit amounted to EUR 35.5 million (EUR 34.3
million) in 2023. Taxes for the period under review came to
EUR 9.4 million (EUR 3.3 million).
Earnings per share for 2023 amounted to EUR 1.40 (1.36).
EUR 1,000 1–12/2023 1–12/2022 Change, %
Net sales 180,743 155,318 16.4%
Other operating income 356 64 455.7%
Materials and services -4,544 -6,915 -34.3%
Personnel expenses -87,739 -74,816 17.3%
Depreciation, amortization and impairment -3,161 -3,003 5.2%
Other operating expenses -30,277 -28,400 6.6%
Operating profit (EBITA) 55,379 42,249 31.1%
EBITA margin, % 30.6% 27.2%
Depreciation (Intangible assets arising
from business combination) -8,030 -5,378 49.3%
Operating profit (EBIT) 47,349 36,870 28.4%
EBIT margin, % 26.2% 23.7%
Qt Group | Annual Report 2023
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Qt Group 2023 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
FINANCING AND INVESTMENTS
Cash flow from operating activities was EUR 40.0 million
(EUR -3.9 million) in the fiscal year. Cash flow from operating
activities in the comparison period was affected especially by
the payment of share-based incentives to the key personnel.
Qt Group's cash and cash equivalents totaled EUR 33.6 mil-
lion (EUR 8.8 million) at the end of December.
Qt Group’s consolidated balance sheet total at the end of
the fiscal year stood at EUR 206.5 million (EUR 178.1 mil-
lion). Cash flow from investments in the fiscal year was EUR
-4.9 million (EUR -27.0 million), mainly consisting of pay-
ments from 2022 acquisition of Axivion and 2021 acquisi-
tion of froglogic.
The equity ratio was 64.4 percent (52.8%) and gearing was
-10.7 percent (22.3%). Interest-bearing liabilities amounted
to EUR 20.5 million (EUR 28.2 million) of which short-term
loans accounted for EUR 18.5 million (EUR 2.0 million).
During the fiscal year, return on investment was 35.6 per-
cent (41.5%) and return on equity was 33.9 percent (49.6%).
ACQUISITIONS
Qt Group did not carry out acquisitions in 2023.
RESEARCH AND DEVELOPMENT
Product development expenses are included in the result for
the financial year in their entirety, and the company has no
capitalized product development expenses on its balance
sheet.
Product development expenses during the financial year
totaled EUR 22.4 million (EUR 20.6 million), representing 12.4
percent (13.3%) of net sales. Product development expenses
increased by 8.7 percent year-on-year.
There were, on average, 206 people working in product devel-
opment during the financial year (197 people).
PERSONNEL
In 2023, the number of the Group’s personnel was 732 (603)
on average and 775 (688) at the end of the financial year.
Personnel expenses during the financial year totaled
EUR 87.7 million (EUR 74.8 million), representing an increase
of 17.3 percent.
At the end of the financial year, personnel working outside
Finland represented 71 percent (72%) of the total.
Personnel, on average 1–12/2023 1–12/2022 Change, %
Finland 212 169 24.9%
Rest of Europe and APAC 405 336 20.5%
North America 115 97 18.4%
Total 732 603 21.4%
Qt Group | Annual Report 2023
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Qt Group 2023 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
CHANGES IN THE MANAGEMENT TEAM
Steffan Schumacher (b. 1975, Bachelor of IT), was appointed
as Qt Group’s Senior Vice President, Sales, and member of
the Management Team effective from June 1, 2023. The SVP
Product Management, Marko Kaasila moved to other posi-
tion outside the Company from August 31, 2023. The pre-
vious Senior Vice President, Sales, Juhapekka Niemi, (b.1968,
IT Engineer) moved on to interim Senior Vice President, Busi-
ness Development effective from June 1, 2023 and to interim
Senior Vice President, Product Management from September
1, 2023. He continues as a Management Team member.
GROUP STRUCTURE
Qt Group Plc’s subsidiary responsible for its operations in
Finland is The Qt Company Oy, which has subsidiaries in
Norway, Germany, the United Kingdom, France, the United
States, India, China and South Korea, as well as a branch in
Japan.
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Qt Group 2023 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
product development of mobile and desktop applications
and embedded devices through every stage of the process,
from user interface design to software development, quality
assurance and deployment. Qt Group’s customers produce
applications and embedded devices in more than 70 indus-
tries in over 180 countries.
The company’s net sales are derived from on-premise, sub-
scription-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
transition from term and perpetual license models to a sub-
scription license model. The transition was finalized during
the first half of 2023. In 2023, Qt Group’s net sales amounted
to EUR 180.7 million, and operating profit (EBIT) was EUR
47.3 million. The number of personnel was 775 at the end of
2023. Qt Group’s strategy is focused on expanding its busi-
ness and creating long-term growth opportunities. The com-
pany executes 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 assessed
as part of the company’s ISO 9001-certified quality assurance
system. The Audit Committee of Qt Group’s Board of Directors
reviews the company’s risk assessment every six months.
Risk management and the company’s internal control are
described in more detail in the Corporate Governance State-
ment included in the Annual Report.
Qt Group has identified various customer risks as one cate-
gory of major operational risks. Examples of customer risks
include changes in customers’ payment behavior or sol-
vency, and the potential weakening of the company’s nego-
tiating position, especially in the case of large customers. Qt
Group manages customer risk through the active develop-
ment of the customer structure and the proactive preven-
tion of potential risk positions. None of Qt Group’s customers
account for more than 10 percent of the company’s annual
net sales. In addition, Qt Group monitors customer satisfac-
tion by means of surveys and takes customer feedback into
account in its product development and other activities.
The execution of Qt Group’s strategy requires success in
recruiting experts, developing employee competence, and
strengthening employee engagement. Personnel risks are
managed by means of various employee benefits and incen-
tive schemes, as well as a goal and development discussion
process. Qt Group aims to promote the professional devel-
opment of its personnel by investing in learning on the job and
by maintaining descriptions of the responsibilities and require-
ments 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 person-
nel’s perspective and the company’s performance in those
areas. The personnel survey provides employees with the
opportunity to give anonymous feedback to the company’s
management. The results are used in developing the com-
pany’s operations, particularly at the team and business unit
levels.
Qt Group keeps a close eye on technology and IT trends in
order to provide its customers with future-proof application
development tools and maintain its competitive position in
a rapidly changing industry. Qt technology is developed, and
new features are added by both the R&D teams and the soft-
ware developers in the open-source community. The active
engagement of the open-source community steers develop-
ment efforts and supports the quality assurance of Qt tech-
nology. Qt Group’s strategy includes the possibility of acqui-
Qt Group | Annual Report 2023
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Qt Group 2023 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
sitions, where careful due diligence is carried out to ensure
that any acquired technologies are of sufficiently high quality.
Risks typical to the software business, relating to the appro-
priate protection of intellectual property rights and the poten-
tial violation of the rights of other IPR holders, are managed
through extensive internal policies, terms of conditions of all
agreements, and appropriate follow-up and analysis.
Data security risk is managed through the continuous devel-
opment of working models, security practices, and processes.
The company has mandatory training for personnel on data
security and data protection. Completion of the training 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
Statement and the Notes to the Consolidated Financial State-
ments.
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 com-
pany’s workplace environment is positive, equal and inclu-
sive. The Code of Conduct prohibits the giving and receiving
of bribes and requires personnel to avoid conflicts of inter-
est in all circumstances.
Understanding and acceptance of the Code of Conduct are
included in the orientation plan for all newly recruited em-
ployees. In 2023 Qt Group updated and released a virtual
Code of Conduct training for all of the company’s person-
nel. At the end of the year, the completion rate of the train-
ing was 81.3 percent.
Qt Group has an anonymous whistleblowing channel main-
tained by a third party. The company’s employees and any-
one else can use the channel to anonymously report sus-
pected misconduct, Code of Conduct violations, or criminal
offenses. Whistleblowing reports are handled confidentially
by the company’s CFO; SVP, Human Resources; and Gener-
al Counsel, and they are responsible for any follow-up mea-
sures necessary to investigate the issue.
RESPECTING HUMAN RIGHTS
Qt Group is committed to respecting human rights and oper-
ating in accordance with the UN Guiding Principles on Busi-
ness and Human Rights and the International Labour Orga-
nization (ILO) Declaration on Fundamental Principles and
Rights at Work. Qt Group has drawn up a human rights policy,
which defines 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 regard-
less of gender, age, ethnicity, disability, nationality, sexual
orientation or position. Recruitment decisions are based on
the applicant’s skills and aptitude and not on gender, eth-
nicity, 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 immigration processes.
It is important for the company to create a safe, open and
supportive workplace environment. Qt Group provides its
employees with comprehensive occupational health care ser-
vices that also cover mental health issues. Work-life balance
Qt Group | Annual Report 2023
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Qt Group 2023 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
is also supported by the opportunity to take remote work-
days weekly and have flexible working hours. The company
considers 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’ sala-
ries 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
employees are covered either by the global “One Qt” incen-
tive scheme, which is based on the company’s business per-
formance and team-specific targets, or the sales incentive
system, which is based on commissions.
Qt Group maintains open dialogue on issues related to
employment and the workplace. The company also cooper-
ates 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 cul-
ture based on innovation, collaboration and openness. At the
end of 2023, Qt Group had a total of 21 offices in Finland,
France, Norway, Germany, Japan, South Korea, India, China
and the United States. In 2023, our employees represented a
total of 54 (42) different nationalities, with Finnish, American,
German, Chinese and Indian nationals being the five largest.
The personnel survey was completed by 86 (79) percent of
the company’s employees in 2023. The results of the survey
indicate that the employees are particularly satisfied with the
professional competence of their direct supervisor, valued the
career development and growth opportunities, and felt the
work itself was interesting and meaningful.
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
impacts are related to the emissions generated by offices,
commuting and business travel. The annually published ESG
Report 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 emis-
sions.
Qt Group | Annual Report 2023
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Qt Group 2023 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
Non-financial indicators 2023 2022
Average age of employees, years 39 39
Number of different nationalities, pcs 54 42
Share of women and gender minorities among the personnel, % 22% 21%
Share of women and gender minorities in director positions, % 22% 21%
Share of permanent and full-time employees, % 98% 97%
Average duration of employment, years 4.3 4.1
Personnel satisfaction
1
78/100 78/100
Number of whistleblowing reports leading to action, pcs 0 0
Emissions from air travel, tCO2e
1
586 290
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 2023
years
Under 30
31–40
41–50
Over 50
13.7%
39.2%
17.0%
30.1%
Qt Group | Annual Report 2023
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Qt Group 2023 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
ENVIRONMENTALLY SUSTAINABLE ACTIVITIES
AS DEFINED IN THE EU TAXONOMY
As a company subject to the European Union’s (EU) regulation
on the taxonomy of sustainable financing (2023/2486), it is
company's obligation to report the percentages of net sales
(‘turnover’ in the regulation), capital expenditures and oper-
ating expenditures that constitute operations that are rec-
ognized by the taxonomy as economic activity that is poten-
tially sustainable in terms of the environment, or that meet
the relevant technical screening criteria. The EU Taxonomy
is a classification system, the purpose of which is to steer
funding toward activities that substantially contribute to the
achievement of environmental objectives.
The current taxonomy includes six environmental objectives.
To be eligible for the taxonomy, an activity must meet the
description of an economic activity included in the taxonomy
classification. To be aligned with the taxonomy, an activity
must be classified as having a substancial contribution to at
least one of the six environmental objectives without harming
the others.
To define the taxonomy eligibility and alignment and to gather
evidence of potential substantial contribution, Qt Group has
assessed the taxonomy eligibility of the Group activities.
Through this process, the aim was to identify potentially eli-
gible activities and review the technical screening criteria for
each of the environmental objectives for all relevant busi-
ness activities.
It has been found that the significance of Qt Group’s taxo-
nomic functions is neglible in terms of indicators. According to
the company’s estimate, 0% of Qt Group’s revenue, operating
costs and investments are eligble under the current taxonomy
and 100% are non-eligible. Furthermore, 0% of Qt Group’s rev-
enue, operating costs and investments are taxonomy-aligned
and 100% are non-taxonomy-aligned. The required informa-
tion is presented in the tables on the next pages.
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Qt Group 2023 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
2023 Substantial contribution criteria DNSH criteria
2Economic activities
Code
Turnover, MEUR
Proportion of turnover, 2023
Climate change mitigation
Climate change adaptation
Water
Pollution
Circular economy
Biodiversity
Climate change mitigation
Climate change adaptation
Water
Pollution
Circular economy
Biodiversity
Minimum safeguards
Proportion of taxonomy
aligned (A.1) or eligible
(A.2) turnover, year 2022
Category "enabling activity"
Category "transitional activity"
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities (taxonomy-aligned)
No activity 0 0% 0%
Turnover of environmentally sustainable activities (taxonomy-aligned) (A.1) - 0% 0% 0% 0% 0% 0% 0% 0%
Of which Enabling 0 0% 0% 0% 0% 0% 0% 0% 0% E
Of which Transitional 0 0% 0% 0% T
A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
No activity 0 0% 0%
Turnover of Taxonomy-eligible but not environmentally sustainable activities
(not Taxonomy-aligned activities) (A.2) - 0% 0% 0% 0% 0% 0% 0% 0%
A. Turnover of Taxonomy eligible activities (A.1 + A.2) - 0% 0% 0% 0% 0% 0% 0% 0%
B. TAXONOMY-NON ELIGIBLE ACTIVITIES
Turnover of Taxonomy-non-eligible activities 180.7 100%
TOTAL (A+B) 180.7 100%
Turnover,
Financial year 2023
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Qt Group 2023 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
2023 Substantial contribution criteria DNSH criteria
Economic activities
Code
CapEx
Proportion of CapEx, 2023
Climate change mitigation
Climate change adaptation
Water
Pollution
Circular economy
Biodiversity
Climate change mitigation
Climate change adaptation
Water
Pollution
Circular economy
Biodiversity
Minimum safeguards
Proportion of taxonomy aligned (A.1)
or eligible (A.2) CapEx, year 2022
Category "enabling activity"
Category "transitional activity"
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities (taxonomy-aligned)
No activity 0 0% 0%
CapEx of environmentally sustainable activities (taxonomy-aligned) (A.1) - 0% 0% 0% 0% 0% 0% 0% 0%
Of which Enabling 0 0% 0% 0% 0% 0% 0% 0% 0% E
Of which Transitional 0 0% 0% 0% T
A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
No activity 0 0% 0%
CapEx of Taxonomy-eligible but not environmentally sustainable activities
(not Taxonomy-aligned activities) (A.2) - 0% 0% 0% 0% 0% 0% 0% 0%
A. CapEx of Taxonomy eligible activities (A.1 + A.2) - 0% 0% 0% 0% 0% 0% 0% 0%
B. TAXONOMY-NON ELIGIBLE ACTIVITIES
CapEx of Taxonomy-non-eligible activities 4.3 100%
TOTAL (A+B) 4.3 100%
Capital Expenditure (CapEx),
Financial year 2023
Qt Group | Annual Report 2023
18
Qt Group 2023 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
2023 Substantial contribution criteria DNSH criteria
Economic activities
Code
OpEx
Proportion of OpEx, 2023
Climate change mitigation
Climate change adaptation
Water
Pollution
Circular economy
Biodiversity
Climate change mitigation
Climate change adaptation
Water
Pollution
Circular economy
Biodiversity
Minimum safeguards
Proportion of taxonomy
aligned (A.1) or eligible
(A.2) OpEx, year 2022
Category "enabling activity"
Category "transitional activity"
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable activities (taxonomy-aligned)
No activity 0 0% 0%
OpEx of environmentally sustainable activities (taxonomy-aligned) (A.1) - 0% 0% 0% 0% 0% 0% 0% 0%
Of which Enabling 0% 0% 0% 0% 0% 0% 0% 0% E
Of which Transitional 0% 0% 0% T
A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
No activity 0 0% 0%
OpEx of Taxonomy-eligible but not environmentally sustainable activities
(not Taxonomy-aligned activities) (A.2) - 0% 0% 0% 0% 0% 0% 0% 0%
A. OpEx of Taxonomy eligible activities (A.1 + A.2) - 0% 0% 0% 0% 0% 0% 0% 0%
B. TAXONOMY-NON ELIGIBLE ACTIVITIES
OpEx of Taxonomy-non-eligible activities 133.0 100%
TOTAL (A+B) 133.0 100%
Operating Expenses (OpEx),
Financial year 2023
Qt Group | Annual Report 2023
19
Qt Group 2023 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
Row Nuclear energy related activities
1. The undertaking carries out, funds or has exposures to research, development, demonstration and deployment of innovative electricity generation
facilities that produce energy from nuclear processes with minimal waste from the fuel cycle.
NO
2. The undertaking carries out, funds or has exposures to construction and safe operation of new nuclear installations to produce electricity or process
heat, including for the purposes of district heating or industrial processes such as hydrogen production, as well as their safety upgrades, using best
available technologies.
NO
3. The undertaking carries out, funds or has exposures to safe operation of existing nuclear installations that produce electricity or process heat,
including for the purposes of district heating or industrial processes such as hydrogen production from nuclear energy, as well as their safety
upgrades.
NO
Row Fossil gas related activities
4. The undertaking carries out, funds or has exposures to construction or operation of electricity generation facilities that produce electricity using fossil
gaseous fuels.
NO
5. The undertaking carries out, funds or has exposures to construction, refurbishment, and operation of combined heat/cool and power generation
facilities using fossil gaseous fuels.
NO
6. The undertaking carries out, funds or has exposures to construction, refurbishment, and operation of heat generation facilities that produce heat/cool
using fossil gaseous fuels.
NO
Nuclear and fossil gas related activities
Qt Group | Annual Report 2023
20
Qt Group 2023 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 29, 2023, the number of Qt Group Plc shares outstanding was 25,391,211
(25,319,398). On December 29, 2023, the company had a total of 42,712 shareholders,
including nominee-registered shares, according to Euroclear Finland Oy.
The company received the following flagging notifications during the financial year 2023:
On November 2, 2023, Qt Group Plc received a flagging notification of a change in share-
holding when the overall holding of Qt Group Plc shares and voting rights within the funds
managed by Ilmarinen Mutual Pension Insurance Company exceeded the 5% flagging
threshold. The change in shareholding took place on November 1, 2023.
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 21,764,259 shares were traded in Nasdaq Helsinki during the
reporting period. This accounts for 85.7 percent of the total number of shares.
The volume-weighted average price of the share was EUR 62.74, with the lowest price
being EUR 40.96 (October 26, 2023) and the highest price EUR 87.58 (June 13, 2023 and
June 16, 2023). The closing price at the end of December was EUR 64.50 per share, and Qt
Group’s market capitalization was EUR 1,638 million.
THE TEN LARGEST SHAREHOLDERS ON DECEMBER 29, 2023
Shareholder
Shares and votes,
pcs
% of shares
and votes
Ingman Development Oy Ab 5,460,000 21.4
Skandinaviska Enskilda Banken Ab (Publ) Helsinki branch* 4,079,632 16.0
Ilmarinen Mutual Pension Insurance Company 1,512,655 5.9
Citibank Europe Plc* 1,062,503 4.2
Varma Mutual Pension Insurance Company 759,491 3.0
Karvinen Kari 600,049 2.4
Savolainen Matti 452,785 1.8
Elo Mutual Pension Insurance Company 412,000 1.6
Varelius Juha 400,982 1.6
Uhari Tommi 400,620 1.6
* Nominee register
DISTRIBUTION OF HOLDINGS BY NUMBER OF SHARES HELD ON DECEMBER 29, 2023
Number of shares % of shareholders % of shares and votes
1–100 80.9 3.8
101–1 000 17.0 8.2
1,001–10,000 1.9 7.3
10,001–100,000 0.2 10.5
100,001–1,000,000 0.0 22.6
1,000,001–9,999,999 0.0 47.6
Total 100.0 100.0
SHAREHOLDING BY SECTOR ON DECEMBER 29, 2023
Shareholder by sector % of shareholders
% of shares
and votes
Non-financial corporations 4.3 25.9
Finance and insurance companies* 0.2 24.3
General government 0.0 12.0
Not-for-profit institutions 0.4 1.0
Households 94.8 31.4
Foreign holding 0.3 5.4
*including nominee-registered 0.1 21.7
Qt Group | Annual Report 2023
21
Qt Group 2023 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
Governance
Qt Group Plc's Annual General Meeting (AGM) held on March
14, 2023, adopted the company's financial statements,
including the consolidated financial statements for the
accounting period 1 January–31 December 2022, reviewed
the Remuneration Report for company’s governing bodies
and discharged the Members of the Board and the Chief Exec-
utive Officer from liability. The AGM decided that based on the
balance sheet to be adopted for the accounting period ended
December 31, 2022, no dividend will be paid.
The AGM decided to elect six members to the Board. Robert
Ingman, Leena Saarinen, Mikko Marsio and Mikko Välimäki
were re-elected and Marika Auramo and Matti Heikkonen
were elected as Board members. 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 unre-
stricted equity. The Board shall decide on how the shares
will be repurchased. The shares may be repurchased other-
wise than in proportion to the shareholdings of the current
shareholders. The authorization also includes the acquisition
of shares through public trading organized by Nasdaq Helsinki
Ltd in accordance with its and Euroclear Finland Ltd's rules
and instructions, or through offers made to shareholders.
The shares may be repurchased in order to improve the cap-
ital structure of the company, to finance or carry out acqui-
sitions or other arrangements, to carry out the company's
share-based incentive schemes, to be transferred for other
purposes, or to be cancelled. The shares shall be repurchased
for a price based on the fair value quoted in public trading.
The authorization shall be valid for 18 months from the issue
date of the authorization, i.e. until September 14, 2024 and
it replaces any earlier authorizations on repurchase and/or
acceptance as pledge of company's own shares.
The AGM authorized the Board to decide on share issue and
granting of special rights pursuant to Chapter 10 Section 1
of the Companies Act, subject to or free of charge, in one or
several tranches on the following terms: The maximum total
number of shares to be issued by virtue of authorization is
2,000,000. The authorization concerns both the issuance of
new shares as well as the transfer of treasury shares. By
virtue of the authorization, the Board of Directors is enti-
tled to decide on share issues and granting of special rights
waiving the pre-emptive subscription rights of the share-
holders (directed issue). The authorization may be used in
order to finance or carry out acquisitions or other arrange-
ments, to carry out the company’s share-based incentive
schemes and to improve the capital structure of the com-
pany, or for other purposes decided by the Board of Direc-
tors. The authorization includes the Board of Directors' right
to decide on all terms relating to the share issue and granting
of special rights including the subscription price, its payment
and its entry into the company's balance sheet. The authori-
zation shall be valid for 18 months from the issue date of the
authorization, i.e. until September 14, 2024 and it replaces
any earlier authorizations on share issue and granting of spe-
cial rights.
Qt Group Plc announced via stock exchange release on Jan-
uary 3, 2023 and February 27, 2023, that between Sep-
tember 13 and December 9, 2022 a total of 66,187 new
shares; between December 10 and December 31, 2022, a
total of 5,626 new shares have been subscribed for with
the company's stock options 2016. For subscriptions made
between September 13 and December 9, 2022, the entire
subscription price of EUR 320,345.08 and between Decem-
ber 10 and December 31 2022, the entire subscription price
of EUR 27,229.84 were entered in the reserve for invested
unrestricted equity.
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 Secu-
rities Markets Act (746/2012). Statement has been issued
separately from the Board of Directors’ Report.
Qt Group | Annual Report 2023
22
Qt Group 2023 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
Events after the review period
The company does not have any significant events after the
end of the fiscal year that would have affected the financial
statements.
Risks and business uncertainties
Qt Group’s risks and uncertainties are related to potential sig-
nificant changes in the operating environment of the com-
pany and its customers, and Qt Group’s ability to execute its
strategy.
Qt Group’s solutions increase productivity in the product
development process of mobile and desktop applications,
and embedded devices with graphical user interfaces from
user interface design to software development, quality assur-
ance and deployment. Qt Group operates in a highly competi-
tive industry that is characterized by the rapid emergence and
development of various new technologies. The emergence
and widespread adoption of significant new technology can
potentially reduce the demand for Qt’s technology.
Qt Group’s distribution license revenue depends on the ability
and capacity of the company’s customers to manufacture
products and devices with graphical user interfaces for the
market. Disruptions in the customers’ global supply chains
may create delays in the production processes of equip-
ment manufacturers and reduce their production volume,
which particularly affects net sales accrued from distribu-
tion licenses.
In addition to organic growth, the company also actively pur-
sues inorganic growth through acquisitions that support its
strategy. Qt Group may be subject to risks related to new
markets as a result of acquisitions. The integration of acquired
products, business operations and personnel also involve var-
ious risks.
Exchange rate fluctuations, particularly between the US dollar
and euro, may have a large impact on the development of
the company’s net sales. Another factor contributing to con-
siderable fluctuation in quarterly net sales and profitability
in particular is the contract turnaround times which, in the
major customer segment, are very long at up to 18 months.
Future outlook
OPERATING ENVIRONMENT AND MARKET OUTLOOK
The company estimates the growth prospects for its business
in the next few years as very promising. Qt Group expects that
there will be strong demand for software design, develop-
ment and quality assurance tools, especially in the automo-
tive, consumer electronics, security, defense and aerospace,
medical devices and industrial automation industries.
Qt’s solutions for improving the productivity of software
development and user interface design provide companies
with the ability to respond to the growing requirements in the
software market, driven by the exponential growth of the IoT
market and the increasing speed of software development
life cycles. As software becomes increasingly complex and
incorporated into millions of everyday devices, the demand
for quality assurance tools will grow. Qt Group expects that
the quality assurance and testing automation markets will
continue to grow in the future.
Growth in the sales of developer licenses for devices with
graphical user interfaces will also be reflected in the growth
of net sales from distribution licenses. Distribution license
revenue is based on the customer’s production volume, which
is why Qt Group’s net sales can vary significantly from one
quarter to the next.
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.
Qt Group | Annual Report 2023
23
Qt Group 2023 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
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 2024
We estimate that the company’s net sales for 2024 will
increase by 20–30 percent year-on-year at comparable
exchange rates, and our operating profit margin (EBITA-%)
will be 25–35 percent.
The percentage of change in net sales at comparable
exchange rates is calculated by translating the net sales from
the comparison period of 2023 with the actual exchange rates
of the reporting period of 2024 and by comparing the actual
net sales in 2024 with the net sales of 2023 calculated at
comparable exchange rates.
Espoo, February 15, 2024
The Board of Directors of Qt Group
Qt Group | Annual Report 2023
24
Qt Group 2023 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
EUR thousand 31.12.2023 31.12.2022 31.12.2021
Net sales 180,743 155,318 121,139
Operating profit (EBITA) 55,379 42,249 31,534
EBITA, % 30.6% 27.2% 26.0%
Operating profit (EBIT) 47,349 36,870 28,812
EBIT, % 26.2% 23.7% 23.8%
Net profit 35,455 34,301 22,410
- % of net sales 19.6% 22.1% 18.5%
Return on equity, % 33.9% 49.6% 55.0%
Return on investment, % 35.6% 41.5% 57.0%
Interest-bearing liabilities 20,513 28,159 17,028
Cash and cash equivalents 33,595 8,815 17,374
Net gearing, % -10.7% 22.3% -0.7%
Equity ratio, % 64.4% 52.8% 51.1%
Earnings per share (EPS), EUR 1.40 1.36 0.91
EPS adjusted for dilution, EUR 1.39 1.36 0.88
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 2023
Consolidated income statement .................................................26
Consolidated statement of financial position .........................27
Consolidated statement of cash flows .....................................28
Consolidated statement of changes
in shareholders’ equity .................................................................... 29
Notes to the Consolidated Financial Statements .................30
Parent company income statement ..........................................60
Parent company balance sheet ...................................................61
Parent company cash flow statement ......................................62
Basic information on the parent company
and accounting policies applied
in the financial statements ............................................................63
Notes to the parent company financial statements ............ 64
Signatures to the Financial Statements
and the Board of Directors’ Report ............................................68
Auditor's Report ..................................................................................69
Qt Group 2023 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
Qt Group | Annual Report 2023
26
Consolidated income statement
Consolidated statement of comprehensive income
| 1 Jan–31 Dec | 1 Jan–31 Dec | ||
| EUR thousand Notes | 2023 | 2022 | |
| 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 Jan–31 Dec | 1 Jan–31 Dec | ||
EUR thousand | Notes | 2023 | 2022 |
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 2023 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
Qt Group | Annual Report 2023
27
Consolidated statement of financial position
Assets Equity and liabilities
EUR thousand Notes 31 Dec 2023 31 Dec 2022
Non-current assets
Goodwill 12 44,370 43,383
Other intangible assets 12 47,197 55,362
Tangible assets 13 5,524 5,430
Long-term receivables 51 362
Contract assets* 2 6,257 6,207
Deferred tax assets 14 956 760
Total non-current assets 104,356 111,505
Current assets
Trade receivables 15 47,901 39,916
Other receivables 15 11,204 10,863
Contract assets* 2 9,454 7,003
Cash and cash equivalents 16 33,595 8,815
Total current assets 102,154 66,597
Total assets 206,510 178,102
EUR thousand Notes 31 Dec 2023 31 Dec 2022
Shareholders’ equity
Share capital 17 500 500
Unrestricted shareholders’ equity reserve 17 54,769 54,742
Own shares 17 -9,960 -9,960
Translation difference 17 213 445
Retained earnings 17, 18 41,376 6,700
Net profit 35,455 34,301
Total shareholders’ equity 122,353 86,727
Long-term liabilities
Deferred tax liabilities 14 13,826 16,237
Long-term interest-bearing liabilities 20 2,001 26,135
Other long-term liabilities 19 11,325 12,567
Total long-term liabilities 27,151 54,939
Short-term liabilities
Short-term interest-bearing liabilities 19, 20 18,512 2,024
Accounts payable 19 2,249 2,575
Other short-term liabilities 19 36,244 31,838
Total short-term liabilities 57,005 36,436
Total liabilities 84,156 91,375
Shareholders’ equity and liabilities 206,510 178,102
*Additional line items were added to provide more detailed information on contract assets.
Qt Group 2023 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
Qt Group | Annual Report 2023
28
Consolidated cash flow statement
EUR thousand
1 Jan–31 Dec
2023
1 Jan–31 Dec
2022
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
-10,806 -15,331
Change in accounts payable and other liabilities
Interest paid
-875 -260
Other financial items
Taxes paid
-7,813 -6,812
Cash flow from operations
EUR thousand
1 Jan–31 Dec
2023
1 Jan–31 Dec
2022
Purchases of tangible and intangible assets
-807 -1,190
Payment for acquisition of subsidiary,
net of cash acquired*
-4,086 -25,826
Cash flow from investments
-4,893 -27,016
Change in lease liabilities
-2,179 -2,238
Share subscriptions based on stock options 2016
Issue of treasury shares
Repayment of short-term borrowings
Proceeds from long-term borrowings
Repayment of long-term borrowings
-8,000
Cash flow from financing
-10,152 22,012
Change in cash and cash equivalents
Cash and cash equivalents at beginning of period
Net foreign exchange difference
-216 341
Cash and cash equivalents at end of period
* 2023 cash flow is affected by the payments from 2021 completed froglogic acquisition and 2022 completed Axivion acquisition.
Qt Group 2023 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
Qt Group | Annual Report 2023
29
Consolidated statement of changes in shareholders’ equity
EUR thousand Share capital
| Unrestricted | Total | |||||
| shareholders’ | Translation | Retained | shareholders’ | |||
equity reserve | Own shares | difference | earnings | equity | ||
Shareholders’ equity 1 January 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 | - | |||||
Shareholders’ equity 1 January 2023 | - | |||||
| 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 2023 | - |
Qt Group 2023 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
Qt Group | Annual Report 2023
30
Notes to the Consolidated Financial Statements
Consolidation principles
The consolidated financial statements include the parent
company, Qt Group Plc , and all of its subsidiaries. Acquired
subsidiaries are consolidated using the acquisition method,
according to which the assets and liabilities of the acquired
company are measured at fair value on the date of acquisi-
tion, and the remaining difference between the consideration
transferred and the acquired shareholders’ equity consti-
tutes goodwill. Subsidiaries acquired during the fiscal period
are included in the consolidated financial statements as of the
date of acquisition, while divested subsidiaries are included
until the date of divestment. Intra-Group transactions, receiv-
ables, liabilities, unrealized margins and internal profit distri-
bution are eliminated in the consolidated financial statements.
All subsidiaries included in the consolidated financial state-
ments are fully owned and the Group does not have minority
interests. The Group does not have associated companies or
joint ventures.
FOREIGN CURRENCY TRANSLATION
Items referring to the earnings and financial position of the
Group’s units are recognized in the currency that is the main
currency of the unit’s primary operating environment (“func-
tional currency”). The consolidated financial statements are
given in euros, which is the operating and presentation cur-
rency of the parent company.
Receivables and liabilities denominated in foreign currencies
have been converted into euro at the exchange rate in effect
on the balance sheet date. Gains and losses arising from for-
eign currency transactions are recognized through profit or
loss. Foreign exchange gains and losses from operations are
included in the corresponding items above operating profit.
The income statements of non-Finnish consolidated compa-
nies have been converted into euro at the weighted average
exchange rate for the period, and their balance sheets have
been converted at the exchange rate quoted on the balance
sheet date. Translation differences arising from the applica-
Accounting policies applied in the consolidated financial statements
Qt Group 2023 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
Qt Group | Annual Report 2023
31
Accounting policies requiring consideration
by management and crucial factors of uncertainty
associated with estimates
Estimates and assumptions regarding the future have to be
made during the preparation of the financial statements, and
the outcome may differ from the estimates and assumptions.
Furthermore, the application of accounting policies requires
consideration. These estimates and assumptions are based on
historical experience and other justifiable assumptions that are
believed to be reasonable under the circumstances and that
serve as a foundation for evaluating the items included in the
financial statements.
CONSIDERATION BY MANAGEMENT RELATED TO THE
SELECTION AND APPLICATION OF ACCOUNTING POLICIES
The Group’s goodwill is allocated entirely to one cash-gener-
ating unit. According to the estimate of the Group’s manage-
ment, the Group does not have separate independent busi-
nesses and, under the current structure, business operations
can be monitored most reliably as a single cash-generating
unit. In the view of the management, the Group does not have
separate itemizable asset groups whose generated cash flows
would be largely independent of the cash flows generated by
other asset items or asset groups. Accordingly, the Group’s
management does not consider it possible to independently
allocate asset items to smaller cash-generating units.
Notes to the Consolidated Financial Statements
Qt Group 2023 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
Qt Group | Annual Report 2023
32
Notes to the Consolidated Financial Statements
1. BUSINESS COMBINATIONS
Acquisitions in 2023
No acquisitions were made during the financial year 2023.
In 2023, Qt group has completed the accounting for the business combination of Axivion and
concluded the following measurement period adjustments from the finalized information
obtained about facts and circumstances that existed as of the acquisition date:
• Liabilities assumed decreased by EUR 109 thousand;
• Consideration related to working capital adjustment increased by EUR 1,096 thousand.
As a result, goodwill arising from the business combination was increased by EUR 987
thousand.
EUR thousand
| Summary of Axivion acquisition | |
Cash consideration | 26,921 |
Directed share issue | 8,273 |
Earn-out | 9,984 |
Total purchase price consideration | 45,178 |
Total assets | 40,021 |
Short-term liabilities | 3,542 |
Deferred tax liability | 10,260 |
Total liabilities | 13,802 |
Net assets | 26,219 |
Goodwill | 18,959 |
Purchase price | 45,178 |
Qt Group 2023 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
Qt Group | Annual Report 2023
33
Notes to the Consolidated Financial Statements
| 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 2023 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
Qt Group | Annual Report 2023
34
Notes to the Consolidated Financial Statements
Qt Group 2023 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
Qt Group | Annual Report 2023
35
Notes to the Consolidated Financial Statements
Qt Group 2023 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
Qt Group | Annual Report 2023
36
EUR thousand | 2023 | 2022 |
Grants | - | - |
Other income | 356 | 64 |
| Total | 356 | 64 |
EUR thousand | 2023 | 2022 |
External services | 4,544 | 6,915 |
Total | 4,544 | 6,915 |
Notes to the Consolidated Financial Statements
3. OTHER OPERATING INCOME
Qt Group 2023 Board of Directors’ Report Key Figures Financial Statements Governance Remuneration
Qt Group | Annual Report 2023
37
Group’s personnel on average | 2023 | 2022 |
Finland | 212 | 169 |
Europe & APAC | 405 | 336 |
North America | 115 | 97 |
Total | 732 | 603 |
EUR thousand | 2023 | 2022 |
Wages and salaries | 74,357 | 63,640 |
Pension costs (defined contribution plans) | 5,582 | 4,822 |
Equity incentive program | 376 | 809 |
Other personnel expenses | 7,424 | 5,546 |
Total | 87,739 | 74,816 |
Notes to the Consolidated Financial Statements
5. PERSONNEL EXPENSES
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EUR thousand | 2023 | 2022 |
Research and development costs | 22,393 | 20,585 |
Total | 22,393 | 20,585 |
EUR thousand | 2023 | 2022 |
| Depreciation and amortization by asset category | ||
| Intangible assets | ||
Software and licenses | 1 | 39 |
Intellectual property rights | 8,091 | 5,409 |
Other intangible assets | 31 | 30 |
| Property, plant and equipment | ||
Buildings | 2,058 | 2,114 |
Machinery and equipment | 1,010 | 789 |
Total depreciation, amortization and impairment | 11,191 | 8,382 |
Notes to the Consolidated Financial Statements
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Notes to the Consolidated Financial Statements
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EUR thousand | 2023 | 2022 |
Taxes for the period | 12,182 | 4,315 |
Taxes for previous periods | -210 | -33 |
Other items | - | - |
Deferred tax | -2,607 | -937 |
Total | 9,365 | 3,345 |
| Reconciliation of tax expenses | ||
| with the tax rate of the Group’s home country (20%) | ||
Earnings before tax | 44,820 | 37,646 |
Taxes calculated at the parent company’s tax rate | 8,964 | 7,529 |
Effect of deviating tax rates of foreign subsidiaries | 237 | 229 |
Income not subject to tax | - | - |
Share-based payment related expenses | - | -4,696 |
Non-deductible expenses and other differences | 403 | 206 |
Withholding taxes | - | - |
Other items | -28 | 111 |
Taxes for previous periods | -210 | -33 |
Total | 9,365 | 3,345 |
Effective tax rate | 21% | 9% |
Notes to the Consolidated Financial Statements
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11. EARNINGS PER SHARE
2023 | 2022 | |
| Net profit attributable to parent company shareholders | ||
(EUR thousand) | 35,455 | 34,301 |
| Weighted average number of shares | ||
during the financial period, 1,000 shares | 25,391 | 25,168 |
Undiluted earnings per share (EUR/share) | 1.40 | 1.36 |
| The diluted weighted number of shares | ||
for the calculation of earnings per share, 1,000 shares | 25,469 | 25,308 |
Diluted earnings per share (EUR/share) | 1.39 | 1.36 |
Notes to the Consolidated Financial Statements
11. EARNINGS PER SHARE
42
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Notes to the Consolidated Financial Statements
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Goodwill and other intangible assets 2023 Goodwill and other intangible assets 2022
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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| Right-of-use-assets, | ||||
| Right-of-use-assets, | machinery | Machinery and | ||
| EUR thousand | buildings | and equipment | equipment | Total |
Acquisition cost, 1 January | 7,495 | 2,000 | 3,683 | 13,177 |
Translation differences and other adjustments | - | - | -99 | -99 |
Acquisition of subsidiary | - | - | - | - |
Increases | 2,036 | 423 | 812 | 3,270 |
Disposals | -178 | - | -34 | -212 |
Acquisition cost, 31 December | 9,353 | 2,424 | 4,362 | 16,138 |
Accumulated depreciation and impairment, 1 January | -3,803 | -1,806 | -2,138 | -7,746 |
Translation differences and other adjustments | - | - | 68 | 68 |
Depreciation for the period | -2,058 | -215 | -795 | -3,068 |
Disposals | 108 | - | 26 | 134 |
| Accumulated depreciation | ||||
and impairment, 31 December | -5,753 | -2,021 | -2,840 | -10,614 |
Book value, 1 January | 3,692 | 194 | 1,544 | 5,430 |
Book value, 31 December | 3,600 | 403 | 1,522 | 5,525 |
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| Right-of-use-assets, | ||||
| Right-of-use-assets, | machinery | Machinery and | ||
| EUR thousand | buildings | and equipment | equipment | Total |
Acquisition cost, 1 January | 5,642 | 1,827 | 2,779 | 10,248 |
Translation differences and other adjustments | - | - | 4 | 4 |
Acquisition of subsidiary | - | - | 22 | 22 |
Increases | 4,041 | 173 | 1,057 | 5,271 |
Disposals | -2,188 | - | -180 | -2,367 |
Acquisition cost, 31 December | 7,495 | 2,000 | 3,683 | 13,177 |
Accumulated depreciation and impairment, 1 January | -3,876 | -1,640 | -1,685 | 7,202 |
Translation differences and other adjustments | - | - | 2 | 2 |
Depreciation for the period | -2,114 | -166 | -623 | -2,903 |
Disposals | 2,188 | - | 169 | 2,357 |
| Accumulated depreciation | ||||
and impairment, 31 December | -3,803 | -1,806 | -2,138 | -7,746 |
Book value, 1 January | 1,765 | 186 | 1,095 | 3,046 |
Book value, 31 December | 3,692 | 194 | 1,544 | 5,430 |
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Changes in deferred tax during 2023 Changes in deferred tax during 2022
Notes to the Consolidated Financial Statements
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15. TRADE AND OTHER RECEIVABLES
EUR thousand 2023 2022
Trade receivables 47,901 39,916
Lease security deposits 736 152
Accrued income 5,307 12,536
VAT receivable -656 1,608
Other receivables 5,818 3,570
Total 59,105 57,782
Notes to the Consolidated Financial Statements
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17. NOTES TO SHAREHOLDERS’ EQUITY
EUR thousand | 2023 | 2022 |
Bank accounts | 33,595 | 8,815 |
Total | 33,595 | 8,815 |
| Number | Share capital | |
| of shares | (EUR thousand) | |
1 January 2023 | 25,319,398 | 500 |
31 December 2023 | 25,391,211 | 500 |
Notes to the Consolidated Financial Statements
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million, and then continue to increase in a linear manner up
to a maximum value equivalent to 130,000 shares once net
sales reach EUR 310 million. Of the maximum reward equiv-
alent to the value of 130,000 shares, the President and CEO’s
share is 10,000 and for other key persons it is equivalent to
the value of 120,000 shares. The rewards pursuant to the
program will be paid upon the confirmation of the financial
| Equity incentive program 2022–2024 | |
Grant date | 16 February 2022 |
Nature of the scheme | Shares and cash |
Target group | Key personnel |
Share-based remuneration, maximum number of shares | 130,000 |
Earning period begins, date | 1 January 2022 |
Earning period ends, date | 31 December 2024 |
Vesting conditions | Development of Qt Group Plc’s share price |
Execution | As shares and cash |
Notes to the Consolidated Financial Statements
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.
EUR thousand | 2023 | 2022 |
Equity incentive program 2022–2024 | 376 | 809 |
Total | 376 | 809 |
EFFECT OF OPTION PROGRAM ON THE NET PROFIT
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19. SHORT-TERM LIABILITIES
Besides the aforementioned, EUR 4,363 thousand (EUR 3,542 thousand) of the
advances received have been presented in Other long-term liabilities.
EUR thousand 2023 2022
Loans from financial institutions 16,299 155
Earn-out liabilities 3,040 3,125
Lease liabilities 2,213 1,868
Accounts payable 2,249 2,575
Advances received 12,194 10,234
Accrued charges and deferred credits 15,179 15,176
Other liabilities 5,831 3,302
Total 57,005 36,436
Notes to the Consolidated Financial Statements
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Financial liabilities
Notes to the Consolidated Financial Statements
2023 2022
Fair value
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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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Parent company’s income statement FAS
EUR Notes 2023 2022
Net sales 370,733.69 4,827,604.28
Personnel expenses 1 -822,405.58 -7,046,581.08
Other operating expenses 2 -1,142,446.80 -1,699,298.16
Operating profit -1,594,118.69 -3,918,274.96
Financial expenses 3 -871,752.17 -358,336.05
Earnings before appropriations and taxes -2,465,870.86 -4,276,611.01
Appropriations
Group contributions received 2,322,228.54 7,562,041.17
Total appropriations 2,322,228.54 7,562,041.17
Income taxes 8,640.19 -
Net profit -135,002.13 3,285,430.16
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EUR Notes 31.12.2023 31.12.2022
Non-current assets
Investments
Holdings in group companies 4 17,406,928.24 17,406,928.24
Total 17,406,928.24 17,406,928.24
Non-current assets total 17,406,928.24 17,406,928.24
Current assets
Accounts receivable
from group companies - -
Current receivables from group
companies 91,147,911.27 88,365,972.95
Other receivables 24,648.82 883,101.03
Cash in hand and at banks 51,315.78 278,495.04
Total 91,223,875.87 89,527,569.02
Total assets 108,630,804.11 106,934,497.26
Parent company’s balance sheet (FAS)
EUR Notes 31.12.2023 31.12.2022
Shareholders’ equity
Share capital 5 500,000.00 500,000.00
Unrestricted shareholders’
equity reserve 5 55,154,383.73 55,127,153.89
Own shares -9,959,968.64 -9,959,968.64
Retained earnings -255,870.80 -3,541,300.96
Net profit 5 -135,002.13 3,825,430.16
Total 45,303,542.16 45,411,314.45
Long-term liabilities
Long-term interest-bearing liabilities - 24,000,000.00
Total - 24,000,000.00
Short-term liabilities
Accounts payable 59,073.74 22,248.12
Other liabilities 107,219.94 1,167,383.89
Short-term interest-bearing liabilities 16,305,205.76 3,636,095.57
Accrued charges
and deferred credits 6 46,855,762.51 32,697,454.83
Total 63,327,261.95 37,523,182.81
Total shareholders’ equity
and liabilities 108,630,804.11 106,934,497.26
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Parent company’s cash flow statement FAS
EUR 2023 2022
Net profit before tax
-2,465,870.86 -4,276,611.01
Adjustments to net profit
871,752.17 358,336.05
Change in working capital
13,542,351.57 -20,592,543.94
Interest paid
-726,110.78 -137,759.72
Other financial items
-1,999.07 -65,190.47
Income taxes paid
- -876,533.15
Cash flow from financial items and taxes
-728,109.85 -1,079,483.34
Cash flow from operations
11,220,123.03 -25,590,302.24
Repayment of current borrowings
- -15,000,000.00
Proceeds from non-current borrowings - 24,000,000.00
Repayment of non-current borrowings
-8,000,000.00 -
Net changes in bank overdrafts -3,474,532.13 1,387,931.54
Issue of treasury shares - 14,511,301.23
Share subscriptions based on stock options 2016 27,229.84 739,005.08
Cash flow from financing
-11,447,302.29 25,638,237.85
Change in cash and cash equivalents
-227,179.26 47,935.61
Cash and cash equivalents at beginning of period
278,495.04 230,559.43
Cash and cash equivalents at end of period
51,315.78 278,495.04
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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 2023 2022
Wages and salaries 742,579.62 6,952,592.25
Pension expenses 69,953.08 83,978.19
Other personnel expenses 9,872.88 10,010.64
Total 822,405.58 7,046,581.08
EUR 2023 2022
IT expenses 2,153.85 4,588.45
Expert services 427,781.40 970,154.87
Other expenses 712,511.55 724,554.84
Total 1,142,446.80 1,699,298.16
Auditor’s fees
Audit 28,152.87 21,927.75
Other services* 35,092.33 1,450.00
Total 63,245.20 23,377.75
EUR 2023 2022
Other financial expenses 871,752.17 358,336.05
Total 871,752.17 358,336.05
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 2022 and 2023 was KPMG Oy Ab.
* Among this amount, EUR 19,142.33 is related to statements based on auditing acts and other regulations.
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4. INVESTMENTS
Holdings in group companies Itemization of shares
Notes to the parent company financial statements
EUR 2023
Acquisition cost, 1 January 17,406,928.24
Acquisition cost, 31 December 17,406,928.24
Book value, 1 January 17,406,928.24
Book value, 31 December 17,406,928.24
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
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 2023 2022
Share capital, 1 January 500,000.00 500,000.00
Share capital, 31 December 500,000.00 500,000.00
Unrestricted shareholders’ equity reserve, 1 January 55,127,153.89 36,457,747.23
Issue of shares - 8,273,310.00
Issue of treasury share - 9,657,091.58
Share subscriptions based on stock options 27,229.84 739,005.08
Unrestricted shareholders’ equity reserve, 31 December 55,154,383.73 55,127,153.89
Own shares, 1 January -9,959,968.64 -18,351,075.90
Purchase of treasury shares - -
Decrease of treasury shares - 8,391,107.26
Own shares, 31 December -9,959,968.64 -9,959,968.64
Retained earnings -255,870.80 -4,403.35
Decrease of treasury shares - -3,536,897.61
Net profit (loss) -135,002.13 3,285,430.16
Total shareholders’ equity 45,303,542.16 45,411,314.45
Calculation of distributable funds
Unrestricted shareholders’ equity reserve 55,154,383.73 55,127,153.89
Treasury shares -9,959,968.64 -9,959,968.64
Retained earnings -255,870.80 -3,541,300.96
Net profit (loss) -135,002.13 3,285,430.16
Total distributable funds 44,803,542.16 44,911,314.45
Notes to the parent company financial statements
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6. ACCRUED CHARGES AND DEFERRED CREDITS
EUR 2023 2022
Accrued charges and deferred credits
to group companies 46,726,053.01 32,396,053.01
Personnel expense allocations 70,115.98 173,730.73
Other accrued charges and deferred credits 59,593.52 127,671.09
Total 46,855,762.51 32,697,454.83
Board of Directors' dividend proposal
Parent company’s net result showed a profit of EUR -135,002.13. 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 2023.
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 2024
AUDITORS’ NOTE
The report of the audit has been issued today.
Espoo, 15 February 2024
KPMG Oy Ab
Authorized Public Accountants
Jonne Ahokas, 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
Matti Heikkonen
Member of the Board of Directors
Marika Auramo
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, 2023. 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 material accounting policy
information, as well as the parent company’s balance sheet, income statement, statement
of cash flows and notes.
In our opinion
• the consolidated financial statements give a true and fair view of the group’s financial
position, financial performance and cash flows in accordance with IFRS Accounting Stan-
dards 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
The key audit matter How the matter was addressed in the audit
Revenue Recognition and Valuation of Accounts Receivable
– Refer to Accounting Principles and Notes 2 and 15 in the Consolidated Financial Statements
Revenue recognition is one of the key areas of focus,
in respect of the risk of management override and timing
of revenue for license, maintenance and consulting income.
We have tested controls over revenue recognition,
including timing of revenue recognition, as well as
performed substantive testing.
Accounts receivable includes management estimate
relating to valuation of overdue accounts receivable.
We have assessed the recoverability of overdue accounts
receivable and the related evidence as well as challenged the
management’s assessment of the bad debt provision.
addressed in the context of our audit of the financial state-
ments as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters. The sig-
nificant risks of material misstatement referred to in the EU
Regulation No 537/2014 point (c) of Article 10(2) are included
in the description of key audit matters below.
We have also addressed the risk of management override of
internal controls. This includes consideration of whether there
was evidence of management bias that represented a risk of
material misstatement due to fraud.
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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 state-
ments that give a true and fair view in accordance with IFRS
Accounting Standards as adopted by the EU, and of financial
statements that give a true and fair view in accordance with
the laws and regulations governing the preparation of finan-
cial statements in Finland and comply with statutory require-
ments. The Board of Directors and the Managing Director are
also responsible for such internal control as they determine is
necessary to enable the preparation of financial statements
that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the Board of Directors
and the Managing Director are responsible for assessing the
parent company’s and the group’s ability to continue as a going
concern, disclosing, as applicable, matters relating to going
concern and using the going concern basis of accounting. The
financial statements are prepared using the going concern
basis of accounting unless there is an intention to liquidate the
parent company or the group or cease operations, or there is
no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit
of the Financial Statements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and
to issue an auditor’s report that includes our opinion. Rea-
sonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with good
auditing practice will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic deci-
sions of users taken on the basis of the financial statements.
As part of an audit in accordance with good auditing practice,
we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the
financial statements, whether due to fraud or error, design
and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than
for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the
override of internal control.
• Obtain an understanding of internal control relevant to the
audit in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the parent company’s or
the group’s internal control.
• Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and related
disclosures made by management.
• Conclude on the appropriateness of the Board of Directors’
and the Managing Director’s use of the going concern basis
of accounting and based on the audit evidence obtained,
whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the parent
company’s or the group’s ability to continue as a going con-
cern. If we conclude that a material uncertainty exists, we
are required to draw attention in our auditor’s report to the
related disclosures in the financial statements or, if such
disclosures are inadequate, to modify our opinion. Our con-
clusions are based on the audit evidence obtained up to the
date of our auditor’s report. However, future events or con-
ditions may cause the parent company or the group to cease
to continue as a going concern.
• Evaluate the overall presentation, structure and content
of the financial statements, including the disclosures, and
whether the financial statements represent the underlying
transactions and events so that the financial statements
give a true and fair view.
• Obtain sufficient appropriate audit evidence regarding the
financial information of the entities or business activities
within the group to express an opinion on the consolidated
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 or our auditor’s report thereon. We have
obtained the report of the Board of Directors prior to the date
of this auditor’s report, and the Annual Report is expected to
be made available to us after that date. Our opinion on the
financial statements does not cover the other information.
In connection with our audit of the financial statements,
our responsibility is to read the other information identified
above and, in doing so, consider whether the other informa-
tion is materially inconsistent with the financial statements
or our knowledge obtained in the audit, or otherwise appears
to be materially misstated. With respect to the report of the
Board of Directors, our responsibility also includes considering
whether the report of the Board of Directors has been pre-
pared in 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, 2024
KPMG OY AB
Jonne Ahokas
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, 2023 included in the dig-
ital financial statements qtgroupoyj-2023-12-31-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-2023-12-31-en.zip for the year ended 31
December, 2023 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,
2023 is set out in our Auditor’s Report dated 15 February,
2024.In this report, we do not express any audit opinion or
other assurance conclusion on the consolidated financial
statements.
Helsinki 15 February 2024
KPMG OY AB
Jonne Ahokas
Authorized Public Accountant, KHT
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Corporate Governance
Statement 2023
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.
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should be duly reflected when composing the Board of Direc-
tors. When composing the Board of Directors, the objective
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 2023.
The Board has prepared and approved a written agenda for its
work. In addition to Board duties prescribed by the Companies
Act and other rules and regulations, the Board of Directors is
responsible for issues on its agenda, observing the following
guidelines:
• Good board practices require that the Board of Directors,
instead of needlessly interfering in the details involved in
day-to-day operations, concentrate on elaborating the com-
pany’s short- and long-term strategies.
• The Board’s general duty is to steer the company’s business
with a view to maximizing shareholder value in the long term,
while taking account of expectations set by various stake-
holder groups; and
• Board members are required to perform on the basis of suf-
ficient, relevant and updated information, in order to serve
the company’s interests.
In addition, the Board’s agenda:
• defines the Board’s annual action plan and provides a pre-
liminary meeting schedule and framework agenda for each
meeting;
• provides guidelines for the Board’s annual self-assessment;
• provides guidelines for distributing notices of meetings
and advance information to the Board and procedures for
keeping and adopting minutes;
• defines job descriptions for the Chairman, members and sec-
retary of the Board of Directors (the secretary is the Compa-
ny’s General Counsel or, if absent, the CEO); and
• defines the framework within which the Board may set up
special committees or working groups.
The Board evaluates its activities and working methods annu-
ally, employing an external consultant for this evaluation, if
necessary.
Board of Directors
Operations and duties
Elected by the Shareholders' Meeting, the Board of Directors
is in charge of company administration and the appropriate
organisation of company operations. Under the Articles of
Association, the Board of Directors consists of four (4) to eight
(8) members. The Compensation and Nomination Committee
prepares a proposal for the Shareholders' Meeting regarding
the composition of the new Board of Directors to be appointed.
The majority of Board members must be independent of the
company and a minimum of two (2) of those members must
also be independent of the company's major shareholders.
The President and CEO or other company employees under
the President and CEO's direction may not be elected mem-
bers of the Board.
The term of all Board members expires at the end of the Annual
General Meeting following their election. A Board member can
be re-elected without limitations on the number of succes-
sive terms. The Board of Directors elects its Chairman and Vice
Chairman from amongst its members.
The Board of Directors has determined the principles regarding
the diversity of the Board of Directors. Accordingly, the require-
ments of company size, market position and business industry
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78
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 Directors
of Qt Group Plc since 2018.
Chair of the Audit Committee.
Currently Chief Revenue Officer
and member of the Executive
Team at Cadmatic Oy.
Has worked as SVP, Digital busi-
ness 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 Direc-
tors of Qt Group Plc since 2016
and Vice Chair of the Board since
2022. Chair of the Compensation
and Nomination Committee.
Currently works as a board pro-
fessional. Board chair at Reka
Industrial Oyj and Helsinki School
of Business Ab. Board member
at Handelsbanken Finland,
Etteplan Oyj and Ruokaboksi Oyj.
Her previous posts include
Managing Director at Suomen
Lähikauppa Ltd (2007–2010),
President and CEO at Altia Corpo-
ration (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.
Currently CEO at IQM Quantum
Computers. Contributing in a
number of start-ups including
Executive Chairman at Ellie Tech-
nologies Inc.
Previously co-founder and CEO
of Tuxera Inc. (2009-2019).
Independent of the Company
and major shareholders.
Marika Auramo
b. 1967
MBA
Member of the Board of Directors
of Qt Group Plc since 2023.
Member of the Audit Committee.
Chief Business Officer at SAP
EMEA region.
Previously in several managerial
positions at SAP, including
Global Chief Operating Officer
at SAP America (2017–2019),
General Manager at EMEA region
(2015–2017) and Managing di-
rector of SAP in the Nordic and
Baltic Region (2019–2021).
Prior to that she has worked at
several start-ups (1990–1998).
Member of the Board at Digital
Workforce Services Oy.
Independent of the Company
and major shareholders.
Matti Heikkonen
b. 1976
M.Sc. (Tech)
Member of the Board of Directors
of Qt Group Plc since 2023.
Member of the Compensation
and Nomination Committee.
Chief Commercial Officer at
Enreach for Enterprises (2021–).
Previously CEO at Benemen Oy
(2018–2021), EVP Global Oper-
ations and member of the exec-
utive team at Questback AS
(2010–2018), and CEO at
Digium Oy (2007–2010).
Prior to that he has worked in
several managerial positions at
Nokia (2004–2007). Member of
the Board at QPR Software Oyj.
Independent of the Company
and major shareholders.
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Composition of Board of Directors
THE BOARD OF DIRECTORS OF QT GROUP PLC 2023
Name Education Year of Birth Main Activity
Shareholding,
pcs*
Marika Auramo** MBA 1967 Chief Business Officer, SAP 0
Matti Heikkonen** M.Sc. (Tech) 1976 CEO, Enreach for Enterprises 1,048
Robert Ingman M.Sc. (Eng.), M.Sc. (Econ.) 1961 Chairman of the Board., Ingman Group Oy Ab 5,485,000
Jaakko Koppinen*** M.Sc. (Eng.) 1969 Vice President, Normet Oy 0
Mikko Marsio M.Sc. (Eng.) 1971 Chief Revenue Officer, Esystems Oy 800
Leena Saarinen M.Sc. (Food Technology) 1960 Board Professional 2,844
Mikko Välimäki*** Ph.D, LL.M 1976 CEO, IQM Quantum Computers 0
Member PARTICIPATION
Robert Ingman (Chair) 8/8
Marika Auramo 7/7
Matti Heikkonen 7/7
Jaakko Koppinen 1/1
Mikko Marsio 8/8
Leena Saarinen 8/8
Mikko Välimäki 8/8
Total 100%
No Board Member owns any stock-options or other share-based rights in the company.
Of the aforementioned Members of the Board, Marika Auramo, Matti Heikkonen, 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 inde-
pendent of the company’s major shareholders due to his role as a Chairman of the Board of
the company's biggest shareholder Ingman Development Oy Ab.
During the financial year 2023, the Board of Directors held 8 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 2023.
** Board member as of March 14, 2023.
*** Board member until March 14, 2023.
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Committees of the Board of Directors
The company’s Board of Directors had two (2) committees in
financial year 2023: 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
Marika Auramo* 4/4
Jaakko Koppinen** 1/1
Mikko Marsio (Chair) 5/5
Mikko Välimäki 5/5
Total 100%
Member PARTICIPATION
Matti Heikkonen* 10/10
Robert Ingman 12/12
Mikko Marsio** 2/2
Leena Saarinen (Chair) 12/12
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 2023, the members of the Audit Committee and their
participation in the meetings were as follows:
During 2023, the members of the Compensation and Nomi-
nation Committee and their participation in the meetings were
as follows:
* Member of the Committee as of March 14, 2023
** Member of the Committee until March 14, 2023
* Member of the Committee as of March 14, 2023
** Member of the Committee until March 14, 2023
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81
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, 2023.
** Member of the Management Team until August 31, 2023
*** Member of the Management Team since June 1, 2023
DURING THE FINANCIAL YEAR 2023, 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 400,982
Mari Heusala M.Sc. (Econ.) 1966 SVP, Human Resources 0
Petteri Holländer M.Sc. student (Eng.) 1974 SVP, Ventures 10,000
Marko Kaasila** Master of Science in Technology, MBA 1972 SVP, Product Management 0
Katja Kumpulainen eMBA 1973 SVP, Marketing 12,000
Jouni Lintunen Master of Science in Technology 1971 Chief Financial Officer 2,000
Juhapekka Niemi Information Technology Engineer 1968 SVP, Product Management 46,211
Mika Pälsi Master of Laws 1970 General Counsel 1,413
Steffan Schumacher*** Bachelor of Information Technology 1975 SVP, Sales 100
Tuukka Turunen Master of Science in Technology, Licentiate in Technology 1974 SVP, Research and Development 141,786
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Juha Varelius
b. 1963
Master of Economic Sciences
CEO of the Qt Group Plc since
2016.
Previously acted as the CEO of
Digia Oyj (2008–2016) and in var-
ious 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 as
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
Senior Vice President, Product
Management of Qt Group Plc
since 2023.
Previously Senior Vice President,
Sales. Member of the manage-
ment team since 2016. Previously
acted as Chief Business Officer
at Digia Oyj (2013–2016) as
well as in various managerial
and directorial positions at
Nokia Oyj (2000–2013).
Steffan
Schumacher
b. 1975
Bachelor of Information
Technology
Senior Vice President, Sales of
Qt Group Plc since 2023.
Previously acted as COO of
Efecte Plc following roles as
Managing Director of Professional
Services and COO of EMEA Sales
at Citrix Inc (2017–2020) and
Global Sales Leadership at Micro-
soft Corp (2013–2017) followed
by Global Accounts Director at
Microsoft Western Europe (2008–
2013) and Partner and Sales
Leadership at Microsoft Finland
(2001–2008). Business Unit
Manager at Solteq (1998–2001).
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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Management Team
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 posi-
tions at Digia Oyj (2001–2016),
as a software developer at Nokia
Mobile Phones (1997–1998) and
in teaching and research positions
at the University of Oulu (1996–
1997 and 1998–2000).
Mari Heusala
b. 1966
M.Sc. Economics
Senior Vice President, Human
Resources at 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 var-
ious directorial and manageri-
al positions at Nokia Corporation
(1997–2009).
Petteri Holländer
b. 1974
M.Sc. student (Eng.)
Senior Vice President, Ventures
of Qt Group Plc since 2021.
Previously Senior Vice President,
Product Management. Member
of the management team since
2016. Previously acted as Chief
Product Officer, Business Devel-
opment Officer and in other
managerial positions at Digia
Oyj and its predecessors (2001–
2016), and as Product Develop-
ment Officer at Sonera SmartTrust
Oy (1999–2001).
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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 centralized 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, authorization is distributed in the com-
pany in such a way that no individual may independently per-
form measures unbeknown to at least one other individual. For
example, the company’s bookkeeping and asset management
are managed by separate persons, and two authorized per-
sons are needed to sign on behalf of the company.
Group-level reporting and supervision are based on monthly
income reporting led by the CFO and on updates of the latest
forecasts.
III. Financial Reporting Related Internal Control and Risk Management Systems
The company’s operations are divided into function-spe-
cific areas of responsibility, with the Senior Vice Presidents in
charge of each function reporting to the CEO. The Senior Vice
Presidents responsible for the company’s functions report to
the Management Team on development matters, strategic
and annual planning, investments and internal organizational
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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85
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 minimize 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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86
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
Jonne Ahokas as the principal auditor.
During financial year 2023, the auditor’s fees for auditing ser-
vices was EUR 46 thousand and EUR 35 thousand for ser-
vices that were not related to auditing, among this amount
EUR 19 thousand is related to statements based on auditing
acts and other regulations and EUR 16 thousand is related to
other non-audit services.
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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87
Remuneration Report for Qt Group Plc’s Governing Bodies 2023
This remuneration report for governing bodies describes the
remuneration and other financial benefits paid to the gov-
erning bodies, i.e. Board members and the President and CEO,
of Qt Group Plc for the fiscal year 2023. The remuneration and
other financial benefits are reported on a cash basis.
The remuneration report has been written in accordance with
the remuneration-related guidelines of the Corporate Gover-
nance Code for Finnish listed companies 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 is to provide both the Company
management and the Company’s personnel with a competi-
tive, equal and encouraging revenue model, which incorporates
the Company’s strategic goals and the shareholders’ interests.
The remuneration of governing bodies for the fiscal year 2023
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 incentives,
with targets directly linked to the Company’s business perfor-
mance. In particular, business performance is measured by the
Company's net sales.
The table below presents the development of the remuner-
ation of the Company’s governing bodies compared to the
development of the average remuneration of the Group’s
employees and the Group’s financial development during the
last five fiscal years.
The company’s net sales have developed very strongly in
recent years. The President and CEO remuneration for the
fiscal years 2020–2022 include significant Long-Term Incen-
tive payouts.
EUR 1,000 2023 2022 2021 2020 2019
Average remuneration of the Board of Directors 53 56 48 48 47
Change, %
1
-5.4% 16.7% 0% 2.1% 0%
Remuneration of the President and CEO 524 15,945
2
27,473
3
6,994
4
327
Change, %
1
-96.7% -42.0% >100% >100% -35.8%
Employee remuneration
5
102 107 117 105 103
Change, %
1
-4.5% -8.5% 11.4% 1.9% 6.2%
Net sales 180,743 155,318 121,139 79,455 58,373
Change, %
1
16.4% 28.2% 52.5% 36.1% 28.0%
Operating result 47,349 36,870 28,812 17,017 219
Change, %
1
28.4% 28.0% 69.3% >100% -
Qt Group Plc market capitalization, 31.12. 1,637,733 1,126,713 3,364,135 1,412,600 499,600
Change, %
1
45.4% -66.5% >100% >100% >100%
1 Change compared to the previous year.
2 Of the remuneration paid to the President and CEO, a total of EUR 15,363,849 is income based on the Share Bonus Scheme 2019 and from the subscription of stock options
received through the Company’s 2016 option scheme.
3 Of the remuneration paid to the President and CEO, a total of EUR 26,821,800 is income from the sale of stock options received through the Company’s 2016 option scheme.
4 Of the remuneration paid to the President and CEO, a total of EUR 6,508,418 is income from the sale of stock options received through the Company’s 2016 option scheme .
5 Employee remuneration is calculated from the personnel expenses on the financial statements less any social security contributions and by dividing the resulting figure by the
average number of personnel during the fiscal year.
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88
REMUNERATION OF THE BOARD OF DIRECTORS
During the 2023 fiscal year, the Qt Group Plc’s Board of Direc-
tors were paid monthly remuneration
• EUR 3 000 for the Board members
• EUR 4 000 for the Vice-Chair of the Board
• EUR 6 000 for the Chair of the Board.
In addition, the meeting fees were paid
• EUR 500 for each Board member and the Chair of the Board
per Board meeting
• EUR 1 000 for the Committee Chair per Board committee
meeting
• EUR 500 for the Committee Member per Board committee
meeting.
Moreover, standard and reasonable costs resulting from work
on the Board of Directors were reimbursed against invoice.
The Company’s Board Members are not included in any incen-
tive schemes intended for the Company’s management or per-
sonnel, and the Company has not granted stock options nor
share-based remuneration for work on the Board of Directors.
The table below presents the remuneration of the members
of the Board of Directors during the fiscal year 2023.
Name Board CNC
1
AC
2
Annual
compensation,
EUR
Meeting fees,
EUR
Total,
EUR
Marika Auramo³ MEMBER Member 30,000 4,500 34,500
Matti Heikkonen⁴ Member Member 30,000 4,000 34,000
Robert Ingman CHAIR Member - 72,000 7,500 79,500
Jaakko Koppinen⁵ Member Member 9,000 1,500 10,500
Mikko Marsio⁶ Member Member CHAIR 36,000 9,500 45,500
Leena Saarinen Vice-Chair CHAIR - 48,000 11,000 59,000
Mikko Välimäki Member - Member 36,000 6,000 42,000
Total 261,000 44,000 305,000
1 Compensation and Nomination Committee
2 Audit Committee
3 Member of the Board and Member of the Audit Committee as of 14 March 2023.
4 Member of the Board and Member of the Compensation and Nomination Committee as of 14 March 2023
5 Member of the Board and Member of the Audit Committee until 14 March 2023.
6 Member of the Compensation and Nomination Committee until 14 March 2023.
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89
Remuneration of the President
and CEO, EUR 2023 2022 2021 2020 2019
Fixed salary and fringe benefits 434,218 381,619 353,554 320,847 305,639
Short-term incentives 90,212 199,392 297,758 164,530 21,807
Long-term incentives - 15,363,849³ 26,821,800² 6,508,418¹ -
Total 524,430 15,944,860 27,821,800 6,990,795 327,446
Fixed vs. variable remuneration 79% / 21% 2% / 98% 1% / 99% 5% / 95% 93% / 7%
Remuneration paid to Juha Varelius during fiscal year 2023, EUR
Salary 433,498
Fringe benefits 720
Short-term incentive 90,212
Long-term incentive -
Total 524,430
Fixed vs. variable remuneration 79% / 21%
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.
The following tables presents the remuneration of the Presi-
dent and CEO Juha Varelius during the last five fiscal years and
during fiscal year 2023.
1 Long-term incentives income from the sale of stock options received through the Company’s 2016 option scheme.
2 Long-term incentives income from the sale of stock options received through the Company’s 2016 option scheme.
3 Long-term incentives income based on the Share Bonus Scheme 2019 and from the subscription of stock options
received through the Company’s 2016 option scheme.
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90
SHORT-TERM INCENTIVE (STI)
Under the company’s short-term incentive scheme, the
earning criteria for the CEO’s bonus is the Group’s net sales.
Incentive will start accumulating once the net sales exceed
the set threshold and the Company EBIT is above the set
threshold level.
Once the net sales target is reached, the President and CEO is
paid an annual bonus amounting to 40 percent of his annual
fixed salary. Between the minimum level and target level, the
bonus is determined linearly between 0 and 100%, 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% of his annual fixed salary.
The fulfilment of bonus criteria is evaluated, and possible
rewards are paid semiannually.
CEO STI 2022
H2, paid March 2023
Reward criteria Net sales
Criteria weight 100%
Achievement 74%
Payout, EUR 55,032
CEO STI 2023
H1, paid August 2023
Reward criteria Net sales
Criteria weight 100%
Achievement 44%
Payout, EUR 35,180
Remuneration of the President and CEO
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91
LONG-TERM INCENTIVE (LTI)
Board of Directors sets the performance criteria for the per-
formance share plan, including the performance requirements
for threshold, target and maximum levels. The performance
criteria are set for three-year period.
The Board of Directors nominates the CEO to the LTI plan and
decides on the shares to be allocated to him. Shares will be
delivered after the consolidated financial statements have
been prepared, and performance criteria evaluation can be
completed.
The Company has one valid long-term incentive scheme for
key personnel based on the decision of the Board of Directors
on 16 February 2022. The incentive program has one reward
collection period covering the years 2022–2024. 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.
Plan type
Performance Share Plan
2022–2024
Performance criteria & weight Net sales, 100%
Share grant
Grant size as % of Annual Base Salary
at the time of grant 300%
Maximum number of gross shares 10,000
Share delivery 2025
Remuneration of the President and CEO
Qt Group | Annual Report 2023
92
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, 12 March 2024 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 2024
16 February Financial Statements Bulletin for 2023
and Annual Report
25 April Interim Statement January–March
8 August Half-Year Financial Report
31 October Interim Statement January–September
BASIC INFORMATION ON THE SHARE
Listed (2016) on Nasdaq Helsinki Ltd
Trading code: QTCOM
Number of shares (Dec 29, 2023) 25,470,211
IR CONTACT
Hertta Närvänen, Communications Lead
Tel: +358 9 8861 8040
E-mail: hertta.narv[email protected]
HEAD OFFICE
Qt Group Plc (The Qt Company)
Miestentie 7
02150 Espoo, Finland
Qt Group Oyj (The Qt Company) / Miestentie 7, 02150 Espoo, Finland / +358 9 8861 8040 / [email protected] / www.qt.io