Tieto Oyj - Notice to general meeting

Tieto Corporation Notice to the Annual General Meeting

Tieto Corporation Notice to the Annual General Meeting

Tieto Corporation STOCK EXCHANGE RELEASE 21 February 2011, 9.00 am EET

Notice is given to the shareholders of Tieto Corporation to the Annual General
Meeting to be held on

Thursday 24 March 2011 at 5.00 p.m. (EET) at Finlandia 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 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 2010

Review by the President and 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 0.70 per share be paid from the distributable assets for the financial
year that ended on 31 December 2010. The dividend shall be paid to shareholders
who on the record date for the dividend payment 29 March 2011 are recorded in
the shareholders' register held by Euroclear Finland Ltd or the register of
Euroclear Sweden AB. The dividend shall be paid out as from 13 April 2011.

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 Committee proposes to the Annual General Meeting
that the remuneration to the members of the Board of Directors be unchanged, but
instead of monthly fees is notified as annual fees as follows: EUR 30 000 to the
ordinary members of the Board of Directors, EUR 45 600 to the Deputy Chairman
and EUR 68 400 to the Chairman. The same fee as to the Board Deputy Chairman
will be paid to the Chairman of a 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 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 Committee 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, 2011 of Tieto Corporation. The shares are proposed to
be acquired 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 Committee 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 Committee 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 Committee proposes to the Annual General Meeting
that all the current Board members Kimmo Alkio, Christer Gardell, Kurt Jofs, Eva
Lindqvist, Risto Perttunen, Markku Pohjola, Olli Riikkala and Teuvo Salminen be
re-elected. The term of office of the Board members ends at the close of the
next Annual General Meeting.

The biographical details of the candidates and information on their holdings are
available on Tieto's website (www.tieto.com/investors/governance).

In addition to the above, the company's personnel shall appoint two members,
each with a personal deputy, to the Board of Directors.

   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 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 Authorized Public Accountants PricewaterhouseCoopers Oy be
re-elected auditor of the company for the financial year 2011.

   15    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 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.

The company's own shares can be repurchased at a price formed in public trading
on the date of the repurchase or at a price that has otherwise been 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 of shares).

The authorization cancels previous unused authorizations by the General Meeting
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
24 September 2012.

   16    Donations for philanthropic purposes

The Board of Directors proposes to the Annual General Meeting to authorize the
Board of Directors to decide on donations to a maximum amount of EUR 150 000 to
be made for philanthropic or corresponding purposes until the Annual General
Meeting 2012 and to authorize the Board of Directors to determine its purpose
and the donee or donees in detail.

   17    Closing of the meeting

B. Documents of the Annual General Meeting

The proposals for the decisions on the matters on the agenda of the Annual
General Meeting 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 21
February 2011. The proposals for the decisions and other above-mentioned
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 on 7 April 2011.

C. Instructions for the participants in the Annual General Meeting

1 Shareholders registered in the shareholders' register

Each shareholder, who is registered on 14 March 2011 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 Finnish book-entry account, is registered in the
shareholders' register of the company.

A shareholder, who is registered in the shareholders' register and who wants to
participate in the Annual General Meeting, shall register for the meeting no
later than 21 March 2011 by 4.00 p.m. (EET) by which the registration shall be
at Tieto, by giving a prior notice of participation. Such notice can be given:

·         on the company's website (www.tieto.com/agm)

·         by e-mail agm@tieto.com

·         by phone +358 2072 65177 (Mon-Fri 8.00 a.m. - 4.00 p.m. (EET) or

·         by regular 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 Annual
General Meeting by virtue of such shares, based on which he/she on the record
date of the Annual General Meeting, i.e. on 14 March 2011, would be entitled to
be registered in the shareholders' register of the company held by Euroclear
Finland Ltd. The right to participate in the Annual 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 21 March 2011 by 10 a.m. (EET). As regards nominee registered shares
this constitutes due registration for the Annual 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
Annual General Meeting from his/hers custodian bank. The account management
organization of the custodian bank will register a holder of nominee registered
shares, who wants to participate in the Annual 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 21 March 2011.

4 Other instructions and information

Pursuant to chapter 5, section 25 of the Companies 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.

On the date of this notice to the Annual General Meeting 9 February 2011, the
total number of shares and votes in Tieto Corporation is 72 023 173.

The meeting will be conducted in Finnish, and simultaneous translation will be
available into English. Coffee will be served after the meeting. Welcome!

Helsinki, 9 February 2011

Tieto Corporation
Board of Directors

TIETO CORPORATION

DISTRIBUTION
NASDAQ OMX Helsinki
NASDAQ OMX Stockholm
Principal Media

Tieto is the leading IT service company in Northern Europe providing IT and
product engineering services. Our highly specialized IT solutions and services
complemented by a strong technology platform create tangible business benefits
for our local and global customers. As a trusted transformation partner, we are
close to our customers and understand their unique needs. With more than 17 000
experts, we aim to become a leading service integrator creating the best service
experience in IT. www.tieto.com


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