Tieto Oyj - Other information disclosed according to the rules of the Exchange

Proposal by the Shareholders’ Nomination Board of Tieto Corporation to the Annual General Meeting to be convened on 23 March 2017

Tieto Corporation STOCK EXCHANGE RELEASE 1 February 2017, 14.00 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, Harri-Pekka Kaukonen, Johanna Lamminen, Sari Pajari, Endre
Rangnes and Jonas Synnergren be re-elected and in addition Timo Ahopelto and
Jonas Wiström are proposed to be elected as new Board members. Markku Pohjola
and Lars Wollung have informed that they are not available for re-election. The
Shareholders’ Nomination Board proposes that Kurt Jofs shall be elected as the
Chairman of the Board of Directors.

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.

Timo Ahopelto (born 1975) is the co-founder of Lifeline Ventures, a Finnish
venture fund investing in early-stage companies in health, games and technology.
He was the co-founder and CEO in CRF Health, the leader in electronic Patient
Reported Outcomes for the pharmaceutical industry, and Head of Strategy in Blyk,
the first ad-funded mobile operator. Earlier he has worked as a consultant in
McKinsey as well as a researcher in Nokia Research Center and the Helsinki
University of Technology. Timo acts as Board member in various companies and
organizations, such as the Finnish Business and Policy Forum (EVA), Tekes and
Slush Conference. He has graduated as MSc. (Tech.) from the Helsinki University
of Technology.

Jonas Wiström (born 1960) is the President and CEO of ÅF Ångpanneföreningen, an
engineering and consulting company in the energy, industrial and infrastructure
sectors. Previously, he has held executive positions e.g. in Prevas AB, Silicon
Graphics AB and Sun Microsystems where he acted as Country Manager of Sweden. He
is a Chairman of the Board of Directors in Ratos AB, a Swedish investment
company that owns and develops unlisted medium-sized Nordic companies. He is
also the Vice Chairman of the Board in Teknikföretagen and IVA Business
Executives Council and Board member in Business Sweden and ICC. Jonas holds a
MSc. (Tech.) from the Royal Institute of Technology in Sweden.

The biographical details of the candidates and information on their holdings
shall be available on Tieto’s website at www.tieto.com/cv.

In addition to the above candidates, 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 Anders Palklint (deputy Robert Spinelli) are appointed to the
Board until the Annual General Meeting 2018.

2 Remuneration of the Board of Directors

The Shareholders’ Nomination Board proposes that the remuneration of the Board
of Directors will be annual fees as follows: EUR 91 000 to the Chairman, EUR 55
000 to the Deputy Chairman and EUR 36 000 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, 2017. 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 2016.

The composition of the Shareholders’ Nomination Board having prepared the
proposal for AGM 2017 is the following:

Martin Oliw, Partner, Cevian Capital AB,

Kari Järvinen, Managing Director, Solidium Oy,

Timo Ritakallio, President and CEO, Ilmarinen Mutual Pension Insurance Company,

Satu Huber, Chief Executive Officer, Elo 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:
Esa Hyttinen, Deputy General Counsel tel. +358 40 766 6196, esa.hyttinen (at)
tieto.com

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Principal Media
Tieto aims to capture the significant opportunities of the data-driven world and
turn them into lifelong value for people, business and society. We aim to be
customers’ first choice for business renewal by combining our software and
services capabilities with a strong drive for co-innovation and ecosystems.

Headquartered in Finland, Tieto has over 13 000 experts in close to 20
countries. Tieto’s turnover is approximately EUR 1.5 billion and shares listed
on NASDAQ in Helsinki and Stockholm.  www.tieto.com