2014-01-28 09:00:00 CET

2014-01-28 09:00:05 CET


REGULATED INFORMATION

Tieto Oyj - Company Announcement

Proposal by the Shareholders’ Nomination Board of Tieto Corporation to the Annual General Meeting to be convened on 20 March 2014


Tieto Corporation STOCK EXCHANGE RELEASE 28 January 2014 10.00 EET

The Shareholders' Nomination Board of Tieto Corporation proposes to the Annual
General Meeting that the meeting would decide as follows: 

1 Number and composition of the Board of Directors

The Shareholders' Nomination Board proposes to the Annual General Meeting that
the Board of Directors shall have eight members and that the current Board
members Kurt Jofs, Eva Lindqvist, Sari Pajari, Risto Perttunen, Markku Pohjola,
Teuvo Salminen and Jonas Synnergren be re-elected and in addition Endre Rangnes
is proposed to be elected as a new Board member. Ilkka Sihvo has informed that
he is not available for re-election. The Shareholders' Nomination Board
proposes that Markku Pohjola shall be re-elected as the Chairman of the Board
of Directors. 

It was noted that the term of office of the Board members ends at the close of
the next Annual General Meeting. All the proposed candidates have given their
consent to being elected. 

Endre Rangnes (born 1959) is the CEO of Lindorff Group, a market-leading
European provider of debt-related administrative services. Previously, he has
held various positions at IBM, among others the Managing Director of IBM
Norway. He has also earlier acted as President of EVRY ASA, the largest IT
company in Norway. He has graduated as a Bachelor of Business Administration
from Oslo Business School. 

The biographical details of the candidates and information on their holdings
are available on Tieto's website at www.tieto.com/proposal. 

In addition to the above, the company's personnel shall appoint two members,
each with a personal deputy, to the Board of Directors. The term of office for
the personnel representatives is two years and Esa Koskinen (deputy Ilpo
Waljus) and Ingela Öhlund (deputy Anders Palklint) are appointed to the Board
until the Annual General Meeting 2016. 

2 Remuneration of the Board of Directors

The Shareholders' Nomination Board proposes that the remuneration of the Board
of Directors will be annual fees and remain unchanged: EUR 72 000 to the
Chairman, EUR 48 000 to the Deputy Chairman and EUR 31 500 to the ordinary
members of the Board of Directors. The same fee as to the Board Deputy Chairman
will be paid to the Chairman of Board Committee unless the same individual is
also the Chairman or Deputy Chairman of the Board. In addition to these fees it
is proposed that the member of the Board of the Directors be paid a
remuneration of EUR 800 for each Board meeting and for each permanent or
temporary committee meeting. It is the company's practice not to pay fees to
Board members who are also employees of the Tieto Group. 

The Shareholders' Nomination Board proposes that 40% of the fixed annual
remuneration be paid in Tieto Corporation's shares purchased from the market.
The shares will be purchased within two weeks from the release of the interim
report January 1 - March 31, 2014. According to the proposal, the Annual
General Meeting will resolve to acquire the shares directly on behalf of the
members of the Board which is an approved manner to acquire the company's
shares in accordance with the applicable insider rules. The Shareholders'
Nomination Board is of the opinion that increasing long-term shareholding of
the Board members will benefit all the shareholders. 

3 Shareholders' Nomination Board

The Annual General Meeting 2010 of Tieto Corporation decided to establish a
Shareholders' Nomination Board to prepare proposals for the election and
remuneration of the members of the Board of Directors to the Annual General
Meeting. 

The Shareholders' Nomination Board comprises four members nominated by the
largest shareholders and the Chairman of the Board of Directors. The largest
shareholders of the company were determined on the basis of the shareholdings
registered in the Finnish and Swedish book-entry systems on 31 August 2013. 

The composition of the Shareholders' Nomination Board having prepared the
proposal for AGM 2014 is the following: 

Lars Förberg, Managing Partner, Cevian Capital AG,
Kari Järvinen, Managing Director, Solidium Oy,
Lauri Vaittinen, Chief Securities Officer, Etera Mutual Pension Insurance
Company, 
Timo Ritakallio, Deputy CEO, Ilmarinen Mutual Pension Insurance Company, and
Markku Pohjola, Chairman of the Board of Directors, Tieto Corporation.

The Shareholders' Nomination Board shall report in the Annual General Meeting
on how its work was conducted. 

For further information, please contact:
Jouko Lonka, General Counsel, tel. +358 2072 78182, +358 400 424 451,
firstname.lastname (at) tieto.com


TIETO CORPORATION

DISTRIBUTION
NASDAQ OMX Helsinki
NASDAQ OMX Stockholm
Principal Media

Tieto is the largest Nordic IT services company providing full life-cycle
services for both the private and public sectors and product development
services in the field of communications and embedded technologies. The company
has global presence through its product development business and global
delivery centres. Tieto is committed to developing enterprises and society
through IT by realizing new opportunities in customers' business
transformation. At Tieto, we believe in professional development and results. 

Founded 1968, headquartered in Helsinki, Finland and with approximately 15 000
experts, the company operates in over 20 countries with net sales of
approximately EUR 1.8 billion. Tieto's shares are listed on NASDAQ OMX in
Helsinki and Stockholm. Please visit www.tieto.com for more information.