Tieto Oyj - Notice to general meeting

Notice to the Annual General Meeting of Tieto Corporation

Tieto Corporation STOCK EXCHANGE RELEASE 14 February 2013, 8.00 am EET

Notice is given to the shareholders of Tieto Corporation to the Annual General
Meeting to be held on Monday 25 March 2013 at 3.00 p.m. (EET) at Finlandia hall
(Helsinki hall), address Mannerheimintie 13 e, 00100 Helsinki, Finland. The
reception of persons who have registered for the meeting and the distribution
of voting tickets will commence at 2.00 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 2012 

•           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 0.83 per share be paid from the distributable assets for the financial
year that ended on 31 December 2012. The dividend shall be paid to shareholders
who on the record date for the dividend payment, 28 March 2013, are recorded in
the shareholders' register held by Euroclear Finland Ltd or the register of
Euroclear Sweden AB. The dividend shall be paid as from 15 April 2013. 

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

10         Resolution on the remuneration of the members 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 31 500 to the
ordinary members of the Board of Directors, EUR 48 000 to the Deputy Chairman
and EUR 72 000 to the Chairman. 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 2013. 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. 

11         Resolution on the number of members of the Board of Directors

The Shareholders' Nomination Board proposes to the Annual General Meeting that
the number of Board members be eight. 

12         Election of members of the Board of Directors

The Shareholders' Nomination Board proposes to the Annual General Meeting that
that current Board members Kurt Jofs, Eva Lindqvist, Sari Pajari, Risto
Perttunen, Markku Pohjola, Teuvo Salminen, Ilkka Sihvo and Jonas Synnergren be
re-elected. 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. 

The biographical details of the candidates and information on their holdings
are available in the section entitled “Members of the Board” at
www.tieto.com/about-us/management. 

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. 

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 the auditor to be elected at the Annual General Meeting be
reimbursed according to the auditor's invoice and 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 the firm of authorized public accountants
PricewaterhouseCoopers Oy be re-elected as the company's auditor for the
financial year 2013. 

15         Amendment of the company's Articles of Association

The Board of Directors proposes to the Annual General Meeting that Sections 3
and 9 of the Articles of Association of the company be amended as follows: 

“3 § Board of Directors

The company has a Board of Directors, which consists of not less than six (6)
nor more than twelve (12) members. The Chairman of the Board shall be elected
by the General Meeting. 

The term of the members of the Board of Directors expires at the closing of the
first Annual General Meeting following the election. Should the Chairman resign
or become otherwise unable to act as the Chairman in the middle of the term,
the Board of Directors shall elect a new Chairman.” 

…

“9 § Annual General Meeting

The Annual General Meeting is held latest by the end of April on a date
determined by the Board of Directors. 

At the Meeting, the following shall be

decided

1          adoption of the annual accounts,

2          measures called for by the profit and other non-restricted capital
pursuant to the adopted balance sheet, 

3          discharge from liability of the members of the Board of Directors
and the Managing Director, 

4          fees for the members of the Board of Directors and auditor and

5          number of members of the Board of Directors,

elected

6          Chairman and members of the Board of Directors and

7          auditor.”

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 the shares in the
company. Only the unrestricted equity of the company can be used to repurchase
own shares. 

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

The Board of Directors decides how the share repurchase will be carried out.
Own shares can be repurchased inter alia by using derivatives. The company's
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 longer than until 25 September
2014. 

17         Authorizing the Board of Directors to decide on the issuance of
shares as well as 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 on the
issuance of option rights and other special rights entitling to shares referred
to in chapter 10 section 1 of the Companies Act in one or more tranches as
follows: 

The amount of shares to be issued based on the authorization (including shares
to be issued based on the special rights) shall not exceed 7 200 000 shares,
which currently corresponds to approximately 10% of all the shares in the
company. However, out of the above maximum amount of shares to be issued no
more than 700 000 shares, currently corresponding to less than 1% of all of the
shares in the company, may be issued as part of the company's share-based
incentive programs. 

The Board of Directors decides on the terms and 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 right (directed issue). 

The authorization cancels previous unused authorizations to decide on the
issuance of shares and on the issuance of options and other special rights
entitling to shares. The authorization is effective until 25 March 2014. 

18         Closing of the meeting



B. Documents of the Annual General Meeting

The agenda of the Annual General Meeting, the proposals of the Board of
Directors, the Audit and Risk Committee and the Shareholders' Nomination Board
and this notice are available on the company's website www.tieto.com/agm. The
annual report, the report of the Board of Directors and the auditor's report of
Tieto Corporation are available on the website during the week commencing on 18
February 2013. These documents 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 company's website latest on
8 April 2013. 

C. Instructions for the participants in the Annual General Meeting

1 The right to participate and registration

Each shareholder, who is registered on 13 March 2013 in the shareholders'
register of the company, has the right to participate in the Annual General
Meeting. A shareholder, whose shares are registered on his/her Finnish
book-entry account, is registered in the shareholders' register of the company. 

A shareholder, who wishes to participate in the Annual General Meeting, may
register for the meeting by giving a prior notice of participation no later
than 18 March 2013 by 4.00 p.m. (EET) by which time the registration needs to
arrive in the company. Such notice can be given: 

•           through Tieto's website at www.tieto.com/agm

•           by e-mail agm@tieto.com

•           by phone +358 20 770 6863 (Mon-Fri 9.00 a.m. - 4.00 p.m. (EET))

•           by telefax +358 20 602 0232 or

•           by mail to Tieto, Legal/AGM, P.O. Box 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 or proxy representative and the personal identification
number of a proxy representative. The personal data given to Tieto Corporation
is used only in connection with the Annual General Meeting and with the
processing of related registrations. 

The shareholder, his/her authorized representative or proxy representative
shall, where necessary, be able to prove his/her identity and/or right of
representation. 

2 Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the
general meeting by virtue of such shares, based on which he/she on the record
date of the general meeting, i.e. on 13 March 2013, would be entitled to be
registered in the shareholders' register of the company held by Euroclear
Finland Ltd. The right to participate in the general meeting requires, in
addition, that the shareholder on the basis of such shares has been registered
into the temporary shareholders' register held by Euroclear Finland Ltd. at the
latest by 20 March 2013 by 10 a.m. (EET). As regards nominee registered shares
this constitutes due registration for the general meeting. 

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the temporary
shareholder's register of the company, the issuing of proxy documents and
registration for the general meeting from his/her custodian bank. The account
management organization of the custodian bank has to register a holder of
nominee registered shares, who wants to participate in the general meeting,
into the temporary shareholders' register of the company at the latest by the
time stated above. 

Further information on these matters can be found on the company's website
(www.tieto.com/agm). 

3 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. When a shareholder participates in the Annual General Meeting
by means of several proxy representatives representing the shareholder with
shares at different securities accounts, the shares by which each proxy
representative represents the shareholder shall be identified in connection
with the registration for the Annual General Meeting. 

Possible proxy documents should be delivered in originals to Tieto, Legal/AGM,
P.O. Box 38, FI-00441 Helsinki, Finland before 18 March 2013. 

4 Other instructions and information

Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who ispresent at the Annual General Meeting has the right to request information with
respect to the matters to be considered at the meeting. 

On the date of this notice to the Annual General Meeting the total number of
shares and votes in Tieto Corporation is 72 492 559. 

The meeting will be conducted primarily in Finnish, and simultaneous
translation will be available into English and as necessary into Finnish.
Coffee will be served after the meeting. 

Helsinki, 5 February 2013

Tieto Corporation

Board of Directors

For further information, please contact:
Jouko Lonka, General Counsel, tel. +358 2072 78182, +358 400 424451,
firstname.lastname@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 private and public sectors. The company has global presence
through its product engineering business and the global delivery centers. Tieto
is committed to develop 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 17 000
experts, the company operates in over 20 countries with net sales at
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.