TietoEnator Oyj - Notice to general meeting

TietoEnator Corporation, Notice to the General Meeting

TietoEnator Corporation Stock Exchange Release 16 February 2009, 8.00
am EET

Notice is given to the shareholders of TietoEnator Corporation to the
Annual General Meeting to be held on Thursday 26 March 2009 at 5.00
p.m. (EET) at Scandic Continental, address Mannerheimintie 46,
Helsinki, Finland. The reception of persons who have registered for
the meeting and the distribution of voting tickets will commence at
4.00 p.m. (EET).

A. Matters on the agenda of the Annual General Meeting

At the Annual General Meeting, the following matters will be
considered:

1 Opening of the Meeting

2 Calling the Meeting to order

3 Election of persons to scrutinize the minutes and to supervise the
counting of votes

4 Recording the legality of the meeting

5 Recording the attendance at the meeting and adoption of the list of
votes

6 Presentation of the annual accounts, the report of the Board of
Directors and the auditor's report for the year 2008
Review by the CEO

7 Adoption of the annual accounts

8 Resolution on the use of the profit shown on the balance sheet and
the payment of dividend
The Board of Directors proposes to the Annual General Meeting that a
dividend of EUR 0.50 per share be paid to shareholders who on the
record date f the dividend payment 31 March 2009 are recorded in the
shareholders' register held by Euroclear Finland Ltd or the register
of Euroclear Sweden AB. The dividend shall be paid on 15 April 2009.

9 Resolution on the discharge of the members of the Board of
Directors and the CEO from liability

10 Resolution on the remuneration of the members of the Board of
Directors
The Remuneration and Nomination Committee of the Board of Directors
proposes to the Annual General Meeting that the remuneration to the
members of the Board of Directors be unchanged as follows: monthly
fee for ordinary members EUR 2 500, to the vice chairman EUR 3 800
and to the chairman EUR 5 700. The same fee as to Board vice chairman
will be paid to the Chairman of Board Committee unless the same
individual is also the Chairman or Vice chairman of the Board. In
addition to these fees it is proposed that the member of the Board of
Directors be paid a remuneration of EUR 800 for each board meeting
and for each permanent or temporary committee meeting. It is the
company policy not to pay remuneration to Board members who are also
employees of Tieto group.

11Resolution on the number of members of the Board of Directors
The Remuneration and Nomination Committee of the Board of Directors
proposes to the Annual General Meeting that the number of Board
members be seven.

12 Election of members of the Board of Directors
The Remuneration and Nomination Committee of the Board of Directors
proposes to the Annual General Meeting that the current Board members
Bruno Bonati, Mariana Burenstam Linder, Risto Perttunen, Olli Riikala
and Anders Ullberg be re-elected for the term of office ending at the
end of  the next Annual General Meeting. The Committee also proposes
that Kimmo Alkio and Markku Pohjola shall be elected new Board
members for the same term of office.

Kimmo Alkio (born 1963) is the President and CEO of F-Secure
Corporation, a computer security provider and headquarted in Finland.
Besides his 20 years working in the IT, software and
telecommunication industries he holds a BBA degree from Texas A&M
University and Executive MBA degree from Helsinki University of
Technology.

Markku Pohjola (born 1948), B.Sc. (Econ.) retired as the deputy Group
CEO of Nordea Bank AB (publ) in 2008 and he holds an extensive
working experience in bank industry. Currently he is board member of
Varma Mutual Pension Insurance Company, The Central Chamber of
Commerce, Foundation for Economic Education, Confederation of Finnish
Industries EK and Jørgen Høeg Pedersens stiftelse.

13 Resolution on the remuneration of the auditor
The Audit and Risk Committee of the Board of Directors proposes to
the Annual General Meeting that to the auditor to be elected be paid
remuneration according to the auditor's invoice in compliance with
the purchase principles approved by the Committee.

14 Election of auditor
The Audit and Risk Committee of the Board of Directors proposes to
the Annual General Meeting that Authorized Public Accountants
PricewaterhouseCoopers Oy be re-elected auditor of the Company.

15 Amendment of the Company's Articles of Association
The Board of Directors proposes to the Annual General Meeting that
Sections 1 and 10 of the Articles of Association of the Company be
amended as follows:"1 § Company name and domicile
The company name in Finnish is Tieto Oyj, in Swedish Tieto Abp and in
English Tieto Corporation. The company domicile is Helsinki.
---
10 § Venue of the General Meeting
A General Meeting may, according to the decision of the Board of
Directors, be held in Helsinki or Espoo."

16 Authorizing the Board of Directors to decide on the repurchase of
the Company's own shares
The Board of Directors proposes to the Annual General Meeting that
the Board of Directors be authorized to decide on the repurchase of
the Company's own shares as follows:

The amount of own shares to be repurchased shall not exceed 7 200 000
shares, which currently corresponds to approximately 10% of all of
the shares in the Company. Only the unrestricted equity of the
Company can be used to repurchase own shares on the basis of the
authorization.

Own shares can be repurchased at a price formed in public trading on
the date of the repurchase or otherwise at a price formed on the
market.

The Board of Directors decides how own shares will be repurchased.
Own shares can be repurchased using, inter alia, derivatives. Own
shares can be repurchased otherwise than in proportion to the
shareholdings of the shareholders (directed repurchase).

The authorization cancels previous unused authorizations to decide on
the repurchase of the Company's own shares. The authorization is
effective until the next Annual General Meeting, however, no later
than until 26 September 2010.

17 Authorizing the Board of Directors to decide on the issuance of
shares as well as the issuance of options and other special rights
entitling to shares
The Board of Directors proposes to the Annual General Meeting that
the Board of Directors be authorized to decide on the issuance of
shares as well as the issuance of options and other special rights
entitling to shares referred to in chapter 10 section 1 of the
Company's Act as follows:
The amount of shares to be issued shall not exceed 14 500 000 shares,
which currently corresponds to approximately 20% of all of the shares
in the Company. However, out of the above maximum amount of shares to
be issued no more than 620 000 shares, currently corresponding to
approximately 1% of all of the shares in the Company, may be issued
as part of Company's share-based incentive plans.

The Board of Directors decides on all the conditions of the issuance
of shares and of special rights entitling to shares. The
authorization concerns both the issuance of new shares as well as the
transfer of treasury shares. The issuance of shares and of special
rights entitling to shares may be carried out in deviation from the
shareholders' pre-emptive rights (directed issue).

The authorization cancels previous unused authorizations to decide on
the issuance of shares as well as the issuance of options and other
special rights entitling to shares.

The authorization is effective until 26 March 2014.

18 Issuance of option rights
The Board of Directors proposes to the Annual General Meeting that
stock options be issued to the key personnel of the Tieto Group on
the terms and conditions of Tieto Stock Options 2009.

The stock options shall, in deviation from the shareholders'
pre-emptive rights, be offered to the key personnel of the Tieto
Group. There is a weighty financial reason for the Company to issue
the options, since the stock options are intended to form a part of
the incentive and commitment program of the key personnel. The
purpose of the stock options is to encourage the key personnel to
work on a long-term basis to increase shareholder value and also to
commit the key personnel to the Company.

The maximum total number of stock options shall be 1 800 000, which
entitle to subscribe for or acquire a total maximum of 1 800 000
Company shares. Each stock option entitles to subscribe for or
acquire one (1) share. Of the stock options, maximum of 600 000 shall
be marked with the symbol 2009 A 1-3, maximum of 600 000 shall be
marked with the symbol 2009 B 1-3 and maximum of 600 000 shall be
marked with the symbol 2009 C 1-3. The stock options shall be issued
free of charge.

The share subscription price for stock options shall be determined
based on the trade volume weighted average quotation of the Company's
share in continuous trading, rounded off to the nearest cent, on the
NASDAQ OMX Helsinki. For stock options 2009 A 1-3 the subscription
price shall be determined during the two month period following the
announcement day of the financial statements for the year 2008, for
stock options 2009 B 1-3 during the two month period following the
announcement day of the financial statements for the year 2009 and
for stock options 2009 C 1-3 during the two month period following
the announcement day of the financial statements for the year 2010.
From the share subscription price shall, as per the relevant record
date, be deducted the amount of the dividend or distribution of funds
from the distributable equity fund decided after the beginning of the
period for determination of the subscription price but before share
subscription. The share subscription price will be entered into the
fund of invested non-restricted equity.

The share subscription period for stock options 2009 A 1-3 vary from
1 March 2010 to 31 March 2014, for stock options 2009 B 1-3 from 1
March 2011 to 31 March 2015 and for stock options 2009 C 1-3 from 1
March 2012 to 31 March 2016.

19 Donations for philanthropic or corresponding purposes
The Board of Directors proposes to the Annual General Meeting to
donate a maximum amount of 200 000 EUR for philanthropic or
corresponding purposes in 2009 and to authorize the Board of
Directors to determine the purposes and donees in detail.

20 Closing of the meeting

B. Documents of the General Meeting
The proposals of the Board of Directors and its Committees relating
to the agenda of the General Meeting as well as this notice are
available on Company's website at www.tieto.com/agm. The annual
report of TietoEnator Corporation, including the Company's annual
accounts, the report of the Board of Directors and the auditor's
report, is available on the above-mentioned website on week 10 no
later than on 5 March 2009. The proposals of the Board of Directors
and the annual accounts are also available at the meeting. Copies of
these documents and of this notice will be sent to shareholders upon
request. The minutes of the meeting will be available on the
above-mentioned website as from 9 April 2009

C. Instructions for the participants in the General Meeting

1 The right to participate and registration
Each shareholder, who on the record date of the general meeting 16
March 2009 is registered in the shareholders' register of the Company
held by Euroclear Finland Ltd., has the right to participate in the
Annual General Meeting. A shareholder, whose shares are registered on
his/her personal book-entry account, is registered in the
shareholders' register of the Company.

A shareholder, who wants to participate in the Annual General
Meeting, shall register for the meeting no later than on 20 March
2009 at 4.00 p.m. (EET) by giving a prior notice of participation.
Such notice can be given:
by e-mail agm@tieto.com;
by telephone +358 2072 68723;
by telefax; +358 2060 20232; or
by regular mail to Tieto, Legal/AGM, PL 38, FI-00441 Helsinki,
Finland

In connection with the registration, a shareholder shall notify
his/her name, personal identification number, address, telephone
number and the name of a possible assistant. The personal data given
to Company is used only in connection with the Annual General Meeting
and with the processing of related registrations.

Pursuant to Chapter 5, Section 25 of the Company's Act, a shareholder
who is present at the Annual General Meeting has the right to request
information with respect to the matters to be considered at the
Meeting.

2 Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and
exercise his/her rights at the meeting by way of proxy
representation.

A proxy representative shall produce a dated proxy document or
otherwise in a reliable manner demonstrate his/her right to represent
the shareholder at the Annual General Meeting. Possible proxy
documents should be delivered to Tieto, Legal/AGM, PL 38, FI-00441
Helsinki, Finland before the last date for registration.

3 Holders of nominee registered shares
A holder of nominee registered shares, who wants to participate in
the Annual General Meeting, must be entered into the shareholders'
register of the Company on the record date 16 March 2009 of the
meeting. A holder of nominee registered shares is advised to request
necessary instructions regarding the registration in the
shareholder's register of the Company, the issuing of proxy documents
and registration for the Annual General Meeting from his/her
custodian bank. Further information on these matters can also be
found on the Company's website www.tieto.com/agm.

4 Other instructions and information
On the date of this notice to the Annual General Meeting 11 February
2009, the total number of shares in TietoEnator Corporation is 72 023
173  and the total number of votes in TietoEnator Corporation is 72
023 173.

The meeting will be conducted in Finnish, and simultaneous
translation will be available into English.

In Helsinki on 11 February 2009
TietoEnator Corporation
The Board of Directors




TIETOENATOR CORPORATION


DISTRIBUTION
Nasdaq OMX Helsinki
Nasdaq OMX Stockholm
Principal Media


Tieto is an IT service company providing IT, R&D and consulting
services. With approximately 16 000 experts, we are among the leading
IT service companies in Northern Europe and the global leader in
selected segments. We specialize in areas where we have the deepest
understanding of our customers' businesses and needs. Our superior
customer centricity and Nordic expertise set us apart from our
competitors.

Tieto is our new brand name as of 1 December 2008. The official
registered name of the company is TietoEnator Corporation.
www.tieto.com