TietoEnator Oyj - Company Announcement

TietoEnator's Board of Directors will make an amended proposal on the issuance of option rights at the Annual General Meeting

TietoEnator Corporation Stock Exchange Release 11 March 2009, 1.15 pm
EET

The Board of Directors of TietoEnator Corporation ("the Company") has
on 11 March 2009 resolved to amend its proposal at the Annual General
Meeting of the Company to be held on 26 March 2009 regarding agenda
point 18: "Issuance of option rights" of the Annual General Meeting.

The Board of Directors will propose at the Annual General Meeting
that the option rights will be divided into three series with no
sub-series and that the share subscription period for stock options
2009 A would be from 1 March 2012 to 31 March 2014, for stock options
2009 B from 1 March 2013 to 31 March 2015 and for stock options 2009
C from 1 March 2014 to 31 March 2016. The proposal by the Board of
Directors on the issuance of option rights will otherwise correspond
to the proposal by the Board of Directors in the Notice to the
General Meeting. The proposal that the Board of Directors will make
at the Annual General Meeting is attached as a whole to this release.

In its Stock Exchange release on the Notice to the General Meeting
published on 16 February 2009, the Board of Directors proposed to the
Annual General Meeting that option rights be issued to key personnel
of the Tieto Group. In the Notice to the General Meeting, the Board
of Directors proposed that the stock options be divided into three
series and three sub-series. The share subscription period for stock
options 2009 A 1-3 would 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. The
Notice to the General Meeting and the unamended terms and conditions
for the option rights are attached to this release.

The Board of Directors strongly believes that performance based
incentive plan for key personnel is in the best interest of the
Company as well as its shareholders. The amending of the proposal
simplifies the proposed plan and increases the incentive for key
employees to stay in the Company. The amendment will not incur
additional costs.

Espoo, 11 March 2009
Board of Directors

TIETOENATOR CORPORATION


For further information, please contact:
Jouko Lonka, General Counsel, tel. +358 207 268719, +358 400 424451,
jouko.lonka@tieto.com

APPENDICES
The Notice to the General Meeting

The unamended  proposals  by the  Board  of Directors  including  the
unamended terms and conditions for the option rights

The amended proposals by the Board of Directors including the amended
terms and conditions for the option rights

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



Notice to the General Meeting

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
Proposals of the Board of Directors of TietoEnator Corporation to the
Annual General Meeting to be held on 26 March 2009 (Unamended)

1 Payment of dividend

The Board of Directors proposes to the Annual General Meeting that a
dividend of EUR 0.50 per share be paid from the distributable assets
of the Parent company. The dividend shall be paid to shareholders who
on the record date for 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.

2 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, Finland.

---
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."

3 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.
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 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 26 September 2010.

4 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 corresponds to approximately 20% of all of the shares in the
Company. However, out of 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 by the
general meeting 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.

5 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 TietoEnator Group
on the terms and conditions attached hereto.
The stock options shall, in deviation from the shareholders'
pre-emptive rights, be offered to the key personnel of the
TietoEnator 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
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.

Appendix: Tieto Stock Options 2009 (Unamended)

6 Donations for philanthropic or corresponding purposes

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

Helsinki, 11 February 2009

TietoEnator Corporation
Board of Directors


Tieto Stock Options 2009 (Unamended)

The Board of Directors of TietoEnator Corporation (hereinafter "Board
of Directors") has in its meeting on 9 February 2009 resolved to
propose to the Annual General Meeting of Shareholders of TietoEnator
Corporation (hereinafter "Tieto" or "Company") to be held on 26 March
2009 that stock options to subscribe for new shares of the Company or
to acquire Company's existing shares held by the company (hereinafter"Stock Options") be issued to the key personnel of Tieto and of its
subsidiaries (Tieto together with its subsidiaries hereinafter "Tieto
Group") as in detailed determined by the Board of Directors, on the
following terms and conditions:

I Stock Option Terms and Conditions

1 Number of Stock Options

The maximum total number of Stock Options issued under this plan
shall be 1 800 000, which entitle to Subscribe for or acquire a
maximum total number of 1 800 000 shares in Tieto. The Board of
Directors shall decide whether the holder of the Stock Options shall
be entitled to subscribe for new shares or acquire existing shares
(share subscription or acquisition hereinafter "Share Subscription"
or "Subscription, to subscribe for or acquire shares hereinafter"Subscribe", subscriber or acquirer of the shares hereinafter"Subscriber").

2 Stock Options and Allocation thereof

The Stock Options will be issued under series and sub-series as
follows:

Series   Sub-series         Number of Stock Options
2009 A  2009 A 1           200 000
            2009 A 2           200 000
            2009 A 3           200 000
2009 B  2009 B 1           200 000
            2009 B 2           200 000
            2009 B 3           200 000
2009 C  2009 C 1           200 000
            2009 C 2           200 000
            2009 C 3           200 000

The Board of Directors shall have the right to convert Stock Options
from one series to another and from one sub-series to another.

The Board of Directors decides on the allocation and distribution of
the Stock Options as well as the timetable thereof. The Board of
Directors shall also be entitled to decide upon the allocation and
distribution of the Stock Options that have been returned to the
Company.
 The Stock Options shall be issued free of charge.

The persons to whom Stock Options are issued, shall be notified in
writing by the Company about the offer of Stock Options and the
number of Stock Options available to each such person. The Stock
Options shall be delivered to the recipient when he or she has
accepted the offer of the Board of Directors (the key employees of
Tieto Group who have become holders of Tieto Corporation Stock
Options 2009 in accordance with these terms and conditions
hereinafter referred to as "Participants" and each a "Participant).

The Board of Directors shall be entitled to decide upon the approval
of the Subscriptions of the Stock Options.

The right of non-Finnish employees of the Tieto Group to Subscribe
for the Stock Options may be limited or subject to additional terms
on the basis of local securities laws, tax laws and other laws or
regulations.

The Stock Options shall be issued in the paperless book-entry system.
The Stock Options shall be subject to a transfer restriction as
described in Sections I.5 and III of these terms and conditions. The
aforementioned restrictions shall be registered with the book-entry
system as determined by the Board of Directors.

3 Right to Stock Options

The Stock Options shall, in deviation from the shareholders'
pre-emptive subscription rights, be issued to the key personnel of
the Tieto Group as decided in detail by the Board of Directors. The
right to subscribe for the Stock Options is personal and cannot be
assigned. The shareholders' pre-emptive subscription rights are
proposed to be deviated from since the Stock Options are intended to
form part of the Tieto Group's incentive and commitment program for
the key personnel. From the point of view of the Company, this
constitutes a weighty financial ground for deviating from the
shareholders' pre-emptive right.

The Stock Options are allocated based on performance evaluation
process determined by the Board of Directors. The offer of Stock
Options is based solely on the discretion of the Company. The Stock
Options or the underlying shares do not constitute a part of the
Participant's salary or benefit in kind or otherwise any part of
their employment contract, nor should they be regarded as such.
During his/her employment or thereafter, the Participant will not be
entitled to compensation on any ground from any company belonging to
Tieto Group in respect of the Stock Options.

4 Distribution of Stock Options

The Board of Directors shall and is entitled to decide upon the
allocation and distribution of the Stock Options, upon the time when
Stock Options are allocated and distributed as well as on the
reallocation and redistribution of Stock Options which have been
offered to key personnel but which have not been subscribed for by
the key personnel to whom the Stock Options have originally been
offered or which have subsequently been returned from their holders
as a result of termination of employment or due to other grounds.

5 Transfer of Stock Options and Obligation to Offer Stock Options

The Stock Options for which the Share Subscription period in
accordance with Section II.2 has not commenced, may not be
transferred, pledged, or disposed in way without consent of the
Company. The consent of the Company is given by the Board of
Directors. The Stock Options are freely transferable once the
relevant Share Subscription period has begun. The Board of Directors
may, however, permit the transfer of a Stock Option also before such
date in which case the Participant is obliged to inform the Company
about the execution of the transfer in writing immediately. The Board
of Directors may also decide that in certain specified jurisdictions,
the Stock Options may not be transferred at all or set any other
restrictions to the transferability or disposability of the Stock
Options.

Should a Participant cease to be employed by or in the service of the
Tieto Group, for any reason other than the death, statutory
retirement (such as statutory old-age pension or statutory pension
due to permanent illness or disability), retirement to supplementary
old-age pension arranged by the Company, such person shall, without
delay, offer to the Company or its order, free of charge, the Stock
Options for which the Share Subscription period specified in Section
II.2 has not commenced, on the last day of such person's employment
or service. The Board of Directors may, however, in case the
employment of a Participant ceases due to other reason than the
permitted reasons described above, due to a significant ground,
decide that the Participant is entitled to keep such Stock Options,
or a part of them, which are under the offering obligation.

Regardless of whether the Participant has offered his/her Stock
Options to the Company or not, the Company is entitled to inform the
Participant in writing that the Participant has lost his/her Stock
Options on the basis of the above-mentioned reasons. The Company has
the right, whether or not the Stock Options have been offered to the
Company, to request and get transferred all the Stock Options under
the offering obligation from the Participant's book-entry account to
a book-entry account specified by the Company at its discretion or,
alternatively and at the Company's discretion, cancel such Stock
Options, without the consent of the Participant. In addition, the
Company is entitled to register transfer restrictions and other
respective restrictions concerning the Stock Options to the
Participant's book-entry account, without the consent of the
Participant.  The Board of Directors has right to offer such Stock
Options further to the key personnel employed by or in the service of
the Tieto Group pursuant to these terms and conditions.

Should the Participant cease to be employed by or in the service of
the Company, the Board of Directors may decide that the Participant
in order to be able to utilize the Stock Options has to exercise all
or some of the Stock Options before the date set and as determined by
the Board of Directors.

II Share Subscription Terms and Conditions

1 Right to Subscribe for New Shares

Each Stock Option entitles its holder to Subscribe for one (1) new
share in Tieto.
As a result of the Share Subscriptions, the number of shares of Tieto
may be increased by a maximum of 1 800 000 new shares. The Share
Subscription price shall be transferred to the fund for invested
non-restricted equity.

The Board of Directors has, however, the right to determine that
existing shares held by the Company or by a third party determined by
the Board of Directors are conveyed against the Share Subscriptions
after the record date for dividends each year.

2 Share Subscription and Payment

The Share Subscription period shall be
for Stock Option 2009 A 1           1 March 2010-31 March 2014
for Stock Option 2009 A 2           1 March 2011-31 March 2014
for Stock Option 2009 A 3           1 March 2012-31 March 2014
for Stock Option 2009 B 1           1 March 2011-31 March 2015
for Stock Option 2009 B 2           1 March 2012-31 March 2015
for Stock Option 2009 B 3           1 March 2013-31 March 2015
for Stock Option 2009 C 1           1 March 2012-31 March 2016
for Stock Option 2009 C 2           1 March 2013-31 March 2016
for Stock Option 2009 C 3           1 March 2014-31 March 2016

However, the Share Subscription period shall not commence until
publication of the Company's financial statements for the financial
year preceding the commencement of the Share Subscription period. If
the financial statements have not been published prior to the
abovementioned date, the Board of Directors will decide on a later
date on which the Share Subscription period shall commence.

Share Subscriptions shall take place at the head office of Tieto or
at another location or at a subscription agent determined by the
Board of Directors. The Stock Options with which shares have been
Subscribed for shall be deleted from the Subscriber's book-entry
account. Upon Subscription, payment for the shares Subscribed for,
shall be made to the bank account specified by the Company. The Share
Subscription can be conditioned upon the Participant's satisfaction
of taxes or other conditions as determined by the Board of Directors.

The Board of Directors may suspend the Share Subscription for a
determined period of time due to significant reasons.

The Board of Directors shall decide on all procedural matters and
measures concerning the Share Subscription.

3 Share Subscription Price

The Share Subscription price shall be:

for Stock Option 2009 A 1-3, the trade volume weighted average
quotation of the Tieto share in continuous trading, rounded off to
the nearest cent, on NASDAQ OMX Helsinki during the two month period
immediately following the announcement day of the financial
statements for the year 2008,

for Stock Option 2009 B 1-3, the trade volume weighted average
quotation of the Tieto share in continuous trading, rounded off to
the nearest cent, on NASDAQ OMX Helsinki during the two month period
immediately following the announcement day of the financial
statements for the year 2009,  and

for Stock Option 2009 C 1-3, the trade volume weighted average
quotation of the Tieto share in continuous trading, rounded off to
the nearest cent, on NASDAQ OMX Helsinki during the two month period
immediately following the announcement day of the financial
statements for the year 2010.

From the Share Subscription price of the Stock Options shall, as per
the relevant record date, be deducted the amount of the dividend or
funds distributed through a distribution of funds from the
distributable equity fund decided after the beginning of the period
for determination of the Share Subscription price but before Share
Subscription.

4 Registration of Shares

Shares Subscribed for and fully paid shall be registered in the
book-entry account of the Subscriber.

5 Shareholder Rights

Shares Subscribed for with the Stock Options shall entitle to a
dividend, if any, for the financial year during which the
Subscription takes place. Other shareholder rights shall commence
when the Subscribed shares have been entered in the Finnish Trade
Register.

If existing shares held by the Company are used for share
acquisitions with the Stock Options those shares shall have
shareholder rights and dividend rights from the date the shares have
been transferred to the book entry account.

6 Share Issues, Stock Options and Specific Rights before Share
Subscription

Should the Company, before the Share Subscription, issue new shares,
stock options or specific rights entitling to shares in accordance
with shareholders' pre-emptive subscription right a holder of Stock
Options shall have the same or equal right as the shareholders to
participate in such an issue. Equality is reached in the manner
determined by the Board of Directors by adjusting the number of
shares available for Subscription, the Share Subscription price or
both of these.

7 Rights in Certain Cases

If the Company reduces its share capital in proportion to the
existing shareholdings before the Share Subscription for the purposes
of distributing funds to its shareholders, a holder of Stock Options
shall have the same or equal right as the shareholders and the
Subscription right accorded by the terms and conditions of the Stock
Options shall be adjusted accordingly. A reduction of the share
capital for other purposes shall not affect the Subscription rights
pertaining to the Stock Options.

Should the Company be placed into liquidation before the Share
Subscription, the holder of Stock Options shall be given an
opportunity to exercise his/her Subscription right during a period to
be determined by the Board of Directors, such period commencing no
later than one month after the Company has decided on the placing
into liquidation. If the Company is removed from the Finnish Trade
Register without liquidation process and otherwise than as a result
of a merger or demerger, the holder of Stock Options shall have no
Subscription right.
If the Company resolves to merge in whatever form or demerge, the
holder of Stock Options shall, before the merger or demerger, be
given the right to Subscribe for the shares with the Stock Options,
within a period of time determined by the Board of Directors. After
the expiry of the above period determined by the Board of Directors
no Subscription right shall exist. Alternatively, the Board of
Directors may give the holders of such Stock Options the right to
subscribe for stock options issued, under the corresponding terms and
conditions, by the receiving company or the company to be formed in a
combination merger or demerger on the same principles that the
shareholders have been given shares of the acquiring or new company,
as set forth in the merger or demerger plan. The holder of Stock
Options may in case of a merger or demerger require redemption of
his/her Stock Options in accordance with the provisions stipulated in
the Finnish Companies Act expect that they shall not have any such
right in the above case in which the holders of Stock Options are
offered the right to subscribe for stock options issued by the
receiving company or the company to be formed in a combination merger
or demerger in accordance with the provisions set forth further
below.

If the Company, prior to the expiry of the Share Subscription period,
resolves to acquire or redeem its own shares or specific rights to
its share by an offer made to all shareholders in proportion to the
existing shareholdings, the  holders of Stock Options shall be made
the same or an equivalent offer as the shareholders. In order to
maintain the equality the Board of Directors may decide, if
necessary, either to change the number or Subscription price of the
shares to be Subscribed for under the Stock Options, or both, or
alternatively to allow the holders of Stock Options to exercise the
right to Subscribe prior to the acquisition, during a period to be
determined by the Board of Directors. In other cases, acquisition or
redemption of the Company's own shares or the acquisition or
redemption of Stock Options to the Company shall not require the
Company to take any action in relation to the Stock Options.

If a redemption right and redemption obligation to all of the
Company's shares, as referred to in the Finnish Companies Act, arises
to a shareholder, before the end of the Share Subscription period, on
the basis that a shareholder possesses over 90% of the shares and the
votes of the shares of the Company ("Squeeze-out Event"), or if the
ownership of a shareholder reaches or exceeds such a level that the
shareholder has under the Finnish Securities Markets Act the
obligation to launch a public offer for the redemption of the
remaining shares in the Company, the  holders of Stock Options shall
be entitled to use their right of Subscription by virtue of the Stock
Options, within a period of time determined by the Board of
Directors, or, in applicable situations, they shall be entitled to
have an equal right to that of shareholders to sell their Stock
Options to the redeemer or offeror, irrespective of the transfer
restriction defined in Section I.5 above. Upon the occurrence of a
Squeeze-out Event the holders of Stock Options shall have the
corresponding obligation to that of the Company's shareholders to
transfer all of their Stock Options for redemption by the party
having the redemption right.

If the number of the Company's outstanding shares is changed in other
situations than those described above in section II 6 or this section
II 7, while the share capital remains unchanged, the Share
Subscription terms and conditions shall be amended so that the
relative proportion of shares available for Subscription with the
Stock Options to the total number of the Company's outstanding
shares, as well as the Share Subscription price total, remain the
same.

The Company's decision to cancel existing shares held by the Company
itself, to issue new shares to the Company itself or to reduce share
capital without distribution to shareholders shall not affect the
terms and conditions of the Stock Options.

Converting the Company from a public company into a private company
shall not affect the terms and conditions of the Stock Options.

Should the holder of Stock Options be entitled to exercise the Stock
Options based on this Section II.7 but the Subscription price for the
shares cannot yet be determined, the Subscription price for the
shares shall be determined based on the last ended period for
determination of the Subscription price pursuant to Section II.3.

III Other Matters

The laws of Finland shall be applied to these terms and conditions
and all aspects related to the Stock Options and subscription.
Disputes arising in relation to the Stock Options shall be settled by
arbitration in accordance with the Arbitration Rules of the Central
Chamber of Commerce. The arbitral tribunal shall be composed of one
arbitrator.

Matters and procedures related to the Stock Options shall be decided
on by the Board of Directors. The Board of Directors may, in
addition, decide on amendments and specifications to the terms and
conditions which are not considered essential. The Stock Option
documentation referred to in the Finnish Companies Act shall be kept
available for inspection at the head office of Tieto.

The Participant and any transferee not permitted under these terms
and conditions or not approved by the Board of Directors has an
obligation to convey, free of charge, and the Company shall be
entitled to enforce and get transferred from such party/-ies, free of
charge, the Stock Options which have not been transferred, or with
which shares have not been Subscribed for, if the Participant
breaches these terms and conditions, any regulations or instructions
given by the Company on the basis of these terms and conditions,
applicable law or regulations given by authorities. The Company is
entitled to apply for and effect a transfer of all Stock Options from
the above Participant's or non-permitted transferee's (whichever is
applicable) book-entry account to a book-entry account specified by
the Company or, alternatively, cancel such Stock Options without the
consent of the subject Participant or non-permitted transferee
(whichever is applicable).

The Board of Directors will have a right to take any measures as it
considers necessary to meet any legal payment or other liability in
respect of the Stock Options, or to enhance administration of the
Stock Options. The Company has the right e.g. to restrict the
transferability of the Stock Options or to deduct a necessary amount
from the proceeds resulting from the exercise of the Stock Options of
a Participant or the sales of the Shares Subscribed for with the
Stock Options to meet withholding liabilities, and the right to
transfer, without the consent of the Participant, Stock Options from
the book-entry account of the Participant to an account designated by
the Company to be held on such account on behalf of the Participant.

These terms and conditions have been made in Finnish and in English.
In the case of any discrepancy between the Finnish and English terms
and conditions, the Finnish terms and conditions shall prevail.

Amended proposals of the Board of Directors of TietoEnator
Corporation to the Annual General Meeting to be held on 26 March 2009

1 Payment of dividend

The Board of Directors proposes to the Annual General Meeting that a
dividend of EUR 0.50 per share be paid from the distributable assets
of the Parent company. The dividend shall be paid to shareholders who
on the record date for 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.

2 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, Finland.

---
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."

3 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.
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 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 26 September 2010.

4 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 corresponds to approximately 20% of all of the shares in the
Company. However, out of 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 by the
general meeting 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.

5 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 TietoEnator Group
on the terms and conditions attached hereto.
The stock options shall, in deviation from the shareholders'
pre-emptive rights, be offered to the key personnel of the
TietoEnator 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, maximum of 600 000 shall be marked
with the symbol 2009 B and maximum of 600 000 shall be marked with
the symbol 2009 C. 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
NASDAQ OMX Helsinki. For stock options 2009 A 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 during the two month period following the
announcement day of the financial statements for the year 2009 and
for stock options 2009 C 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 is for stock options 2009 A from 1
March 2012 to 31 March 2014, for stock options 2009 B from 1 March
2013 to 31 March 2015 and for stock options 2009 C from 1 March 2014
to 31 March 2016.

Appendix: Tieto Stock Options 2009 (Amended)

6 Donations for philanthropic or corresponding purposes

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

Helsinki, 11 March 2009

TietoEnator Corporation
Board of Directors


Tieto Stock Options 2009 (Amended)

The Board of Directors of TietoEnator Corporation (hereinafter "Board
of Directors") has in its meeting on 9 February 2009 resolved to
propose to the Annual General Meeting of Shareholders of TietoEnator
Corporation (hereinafter "Tieto" or "Company") to be held on 26 March
2009 that stock options to subscribe for new shares of the Company or
to acquire Company's existing shares held by the company (hereinafter"Stock Options") be issued to the key personnel of Tieto and of its
subsidiaries (Tieto together with its subsidiaries hereinafter "Tieto
Group") as in detailed determined by the Board of Directors, on the
following terms and conditions:

I Stock Option Terms and Conditions

1 Number of Stock Options

The maximum total number of Stock Options issued under this plan
shall be 1 800 000, which entitle to Subscribe for or acquire a
maximum total number of 1 800 000 shares in Tieto. The Board of
Directors shall decide whether the holder of the Stock Options shall
be entitled to subscribe for new shares or acquire existing shares
(share subscription or acquisition hereinafter "Share Subscription"
or "Subscription, to subscribe for or acquire shares hereinafter"Subscribe", subscriber or acquirer of the shares hereinafter"Subscriber").

2 Stock Options and Allocation thereof

The Stock Options will be issued under series as follows:

Series               Number of Stock Options
2009 A              600 000
2009 B              600 000
2009 C              600 000

The Board of Directors shall have the right to convert Stock Options
from one series to another.

The Board of Directors decides on the allocation and distribution of
the Stock Options as well as the timetable thereof. The Board of
Directors shall also be entitled to decide upon the allocation and
distribution of the Stock Options that have been returned to the
Company.

The Stock Options shall be issued free of charge.

The persons to whom Stock Options are issued, shall be notified in
writing by the Company about the offer of Stock Options and the
number of Stock Options available to each such person. The Stock
Options shall be delivered to the recipient when he or she has
accepted the offer of the Board of Directors (the key employees of
Tieto Group who have become holders of Tieto Corporation Stock
Options 2009 in accordance with these terms and conditions
hereinafter referred to as "Participants" and each a "Participant).

The Board of Directors shall be entitled to decide upon the approval
of the Subscriptions of the Stock Options.

The right of non-Finnish employees of the Tieto Group to Subscribe
for the Stock Options may be limited or subject to additional terms
on the basis of local securities laws, tax laws and other laws or
regulations.

The Stock Options shall be issued in the paperless book-entry system.
The Stock Options shall be subject to a transfer restriction as
described in Sections I.5 and III of these terms and conditions. The
aforementioned restrictions shall be registered with the book-entry
system as determined by the Board of Directors.

3 Right to Stock Options

The Stock Options shall, in deviation from the shareholders'
pre-emptive subscription rights, be issued to the key personnel of
the Tieto Group as decided in detail by the Board of Directors. The
right to subscribe for the Stock Options is personal and cannot be
assigned. The shareholders' pre-emptive subscription rights are
proposed to be deviated from since the Stock Options are intended to
form part of the Tieto Group's incentive and commitment program for
the key personnel. From the point of view of the Company, this
constitutes a weighty financial ground for deviating from the
shareholders' pre-emptive right.

The Stock Options are allocated based on performance evaluation
process determined by the Board of Directors. The offer of Stock
Options is based solely on the discretion of the Company. The Stock
Options or the underlying shares do not constitute a part of the
Participant's salary or benefit in kind or otherwise any part of
their employment contract, nor should they be regarded as such.
During his/her employment or thereafter, the Participant will not be
entitled to compensation on any ground from any company belonging to
Tieto Group in respect of the Stock Options.

4 Distribution of Stock Options

The Board of Directors shall and is entitled to decide upon the
allocation and distribution of the Stock Options, upon the time when
Stock Options are allocated and distributed as well as on the
reallocation and redistribution of Stock Options which have been
offered to key personnel but which have not been subscribed for by
the key personnel to whom the Stock Options have originally been
offered or which have subsequently been returned from their holders
as a result of termination of employment or due to other grounds.

5 Transfer of Stock Options and Obligation to Offer Stock Options

The Stock Options for which the Share Subscription period in
accordance with Section II.2 has not commenced, may not be
transferred, pledged, or disposed in way without consent of the
Company. The consent of the Company is given by the Board of
Directors. The Stock Options are freely transferable once the
relevant Share Subscription period has begun. The Board of Directors
may, however, permit the transfer of a Stock Option also before such
date in which case the Participant is obliged to inform the Company
about the execution of the transfer in writing immediately. The Board
of Directors may also decide that in certain specified jurisdictions,
the Stock Options may not be transferred at all or set any other
restrictions to the transferability or disposability of the Stock
Options.

Should a Participant cease to be employed by or in the service of the
Tieto Group, for any reason other than the death, statutory
retirement (such as statutory old-age pension or statutory pension
due to permanent illness or disability), retirement to supplementary
old-age pension arranged by the Company, such person shall, without
delay, offer to the Company or its order, free of charge, the Stock
Options for which the Share Subscription period specified in Section
II.2 has not commenced, on the last day of such person's employment
or service. The Board of Directors may, however, in case the
employment of a Participant ceases due to other reason than the
permitted reasons described above, due to a significant ground,
decide that the Participant is entitled to keep such Stock Options,
or a part of them, which are under the offering obligation.

Regardless of whether the Participant has offered his/her Stock
Options to the Company or not, the Company is entitled to inform the
Participant in writing that the Participant has lost his/her Stock
Options on the basis of the above-mentioned reasons. The Company has
the right, whether or not the Stock Options have been offered to the
Company, to request and get transferred all the Stock Options under
the offering obligation from the Participant's book-entry account to
a book-entry account specified by the Company at its discretion or,
alternatively and at the Company's discretion, cancel such Stock
Options, without the consent of the Participant. In addition, the
Company is entitled to register transfer restrictions and other
respective restrictions concerning the Stock Options to the
Participant's book-entry account, without the consent of the
Participant.  The Board of Directors has right to offer such Stock
Options further to the key personnel employed by or in the service of
the Tieto Group pursuant to these terms and conditions.

Should the Participant cease to be employed by or in the service of
the Company, the Board of Directors may decide that the Participant
in order to be able to utilize the Stock Options has to exercise all
or some of the Stock Options before the date set and as determined by
the Board of Directors.

II Share Subscription Terms and Conditions

1 Right to Subscribe for New Shares

Each Stock Option entitles its holder to Subscribe for one (1) new
share in Tieto.
As a result of the Share Subscriptions, the number of shares of Tieto
may be increased by a maximum of 1 800 000 new shares. The Share
Subscription price shall be transferred to the fund for invested
non-restricted equity.

The Board of Directors has, however, the right to determine that
existing shares held by the Company or by a third party determined by
the Board of Directors are conveyed against the Share Subscriptions
after the record date for dividends each year.

2 Share Subscription and Payment

The Share Subscription period shall be
for Stock Option 2009 A 1 March 2012-31 March 2014
for Stock Option 2009 B 1 March 2013-31 March 2015
for Stock Option 2009 C 1 March 2014-31 March 2016

However, the Share Subscription period shall not commence until
publication of the Company's financial statements for the financial
year preceding the commencement of the Share Subscription period. If
the financial statements have not been published prior to the
abovementioned date, the Board of Directors will decide on a later
date on which the Share Subscription period shall commence.

Share Subscriptions shall take place at the head office of Tieto or
at another location or at a subscription agent determined by the
Board of Directors. The Stock Options with which shares have been
Subscribed for shall be deleted from the Subscriber's book-entry
account. Upon Subscription, payment for the shares Subscribed for,
shall be made to the bank account specified by the Company. The Share
Subscription can be conditioned upon the Participant's satisfaction
of taxes or other conditions as determined by the Board of Directors.

The Board of Directors may suspend the Share Subscription for a
determined period of time due to significant reasons.

The Board of Directors shall decide on all procedural matters and
measures concerning the Share Subscription.

3 Share Subscription Price

The Share Subscription price shall be:

for Stock Option 2009 A, the trade volume weighted average quotation
of the Tieto share in continuous trading, rounded off to the nearest
cent, on NASDAQ OMX Helsinki during the two month period immediately
following the announcement day of the financial statements for the
year 2008,

for Stock Option 2009 B, the trade volume weighted average quotation
of the Tieto share in continuous trading, rounded off to the nearest
cent, on NASDAQ OMX Helsinki during the two month period immediately
following the announcement day of the financial statements for the
year 2009,  and

for Stock Option 2009 C, the trade volume weighted average quotation
of the Tieto share in continuous trading, rounded off to the nearest
cent, on NASDAQ OMX Helsinki during the two month period immediately
following the announcement day of the financial statements for the
year 2010.

From the Share Subscription price of the Stock Options shall, as per
the relevant record date, be deducted the amount of the dividend or
funds distributed through a distribution of funds from the
distributable equity fund decided after the beginning of the period
for determination of the Share Subscription price but before Share
Subscription.

4 Registration of Shares

Shares Subscribed for and fully paid shall be registered in the
book-entry account of the Subscriber.

5 Shareholder Rights

Shares Subscribed for with the Stock Options shall entitle to a
dividend, if any, for the financial year during which the
Subscription takes place. Other shareholder rights shall commence
when the Subscribed shares have been entered in the Finnish Trade
Register.

If existing shares held by the Company are used for share
acquisitions with the Stock Options those shares shall have
shareholder rights and dividend rights from the date the shares have
been transferred to the book entry account.

6 Share Issues, Stock Options and Specific Rights before Share
Subscription

Should the Company, before the Share Subscription, issue new shares,
stock options or specific rights entitling to shares in accordance
with shareholders' pre-emptive subscription right a holder of Stock
Options shall have the same or equal right as the shareholders to
participate in such an issue. Equality is reached in the manner
determined by the Board of Directors by adjusting the number of
shares available for Subscription, the Share Subscription price or
both of these.

7 Rights in Certain Cases

If the Company reduces its share capital in proportion to the
existing shareholdings before the Share Subscription for the purposes
of distributing funds to its shareholders, a holder of Stock Options
shall have the same or equal right as the shareholders and the
Subscription right accorded by the terms and conditions of the Stock
Options shall be adjusted accordingly. A reduction of the share
capital for other purposes shall not affect the Subscription rights
pertaining to the Stock Options.

Should the Company be placed into liquidation before the Share
Subscription, the holder of Stock Options shall be given an
opportunity to exercise his/her Subscription right during a period to
be determined by the Board of Directors, such period commencing no
later than one month after the Company has decided on the placing
into liquidation. If the Company is removed from the Finnish Trade
Register without liquidation process and otherwise than as a result
of a merger or demerger, the holder of Stock Options shall have no
Subscription right.
If the Company resolves to merge in whatever form or demerge, the
holder of Stock Options shall, before the merger or demerger, be
given the right to Subscribe for the shares with the Stock Options,
within a period of time determined by the Board of Directors. After
the expiry of the above period determined by the Board of Directors
no Subscription right shall exist. Alternatively, the Board of
Directors may give the holders of such Stock Options the right to
subscribe for stock options issued, under the corresponding terms and
conditions, by the receiving company or the company to be formed in a
combination merger or demerger on the same principles that the
shareholders have been given shares of the acquiring or new company,
as set forth in the merger or demerger plan. The holder of Stock
Options may in case of a merger or demerger require redemption of
his/her Stock Options in accordance with the provisions stipulated in
the Finnish Companies Act expect that they shall not have any such
right in the above case in which the holders of Stock Options are
offered the right to subscribe for stock options issued by the
receiving company or the company to be formed in a combination merger
or demerger in accordance with the provisions set forth further
below.

If the Company, prior to the expiry of the Share Subscription period,
resolves to acquire or redeem its own shares or specific rights to
its share by an offer made to all shareholders in proportion to the
existing shareholdings, the  holders of Stock Options shall be made
the same or an equivalent offer as the shareholders. In order to
maintain the equality the Board of Directors may decide, if
necessary, either to change the number or Subscription price of the
shares to be Subscribed for under the Stock Options, or both, or
alternatively to allow the holders of Stock Options to exercise the
right to Subscribe prior to the acquisition, during a period to be
determined by the Board of Directors. In other cases, acquisition or
redemption of the Company's own shares or the acquisition or
redemption of Stock Options to the Company shall not require the
Company to take any action in relation to the Stock Options.

If a redemption right and redemption obligation to all of the
Company's shares, as referred to in the Finnish Companies Act, arises
to a shareholder, before the end of the Share Subscription period, on
the basis that a shareholder possesses over 90% of the shares and the
votes of the shares of the Company ("Squeeze-out Event"), or if the
ownership of a shareholder reaches or exceeds such a level that the
shareholder has under the Finnish Securities Markets Act the
obligation to launch a public offer for the redemption of the
remaining shares in the Company, the  holders of Stock Options shall
be entitled to use their right of Subscription by virtue of the Stock
Options, within a period of time determined by the Board of
Directors, or, in applicable situations, they shall be entitled to
have an equal right to that of shareholders to sell their Stock
Options to the redeemer or offeror, irrespective of the transfer
restriction defined in Section I.5 above. Upon the occurrence of a
Squeeze-out Event the holders of Stock Options shall have the
corresponding obligation to that of the Company's shareholders to
transfer all of their Stock Options for redemption by the party
having the redemption right.

If the number of the Company's outstanding shares is changed in other
situations than those described above in section II 6 or this section
II 7, while the share capital remains unchanged, the Share
Subscription terms and conditions shall be amended so that the
relative proportion of shares available for Subscription with the
Stock Options to the total number of the Company's outstanding
shares, as well as the Share Subscription price total, remain the
same.

The Company's decision to cancel existing shares held by the Company
itself, to issue new shares to the Company itself or to reduce share
capital without distribution to shareholders shall not affect the
terms and conditions of the Stock Options.

Converting the Company from a public company into a private company
shall not affect the terms and conditions of the Stock Options.

Should the holder of Stock Options be entitled to exercise the Stock
Options based on this Section II.7 but the Subscription price for the
shares cannot yet be determined, the Subscription price for the
shares shall be determined based on the last ended period for
determination of the Subscription price pursuant to Section II.3.

III Other Matters

The laws of Finland shall be applied to these terms and conditions
and all aspects related to the Stock Options and subscription.
Disputes arising in relation to the Stock Options shall be settled by
arbitration in accordance with the Arbitration Rules of the Central
Chamber of Commerce. The arbitral tribunal shall be composed of one
arbitrator.

Matters and procedures related to the Stock Options shall be decided
on by the Board of Directors. The Board of Directors may, in
addition, decide on amendments and specifications to the terms and
conditions which are not considered essential. The Stock Option
documentation referred to in the Finnish Companies Act shall be kept
available for inspection at the head office of Tieto.

The Participant and any transferee not permitted under these terms
and conditions or not approved by the Board of Directors has an
obligation to convey, free of charge, and the Company shall be
entitled to enforce and get transferred from such party/-ies, free of
charge, the Stock Options which have not been transferred, or with
which shares have not been Subscribed for, if the Participant
breaches these terms and conditions, any regulations or instructions
given by the Company on the basis of these terms and conditions,
applicable law or regulations given by authorities. The Company is
entitled to apply for and effect a transfer of all Stock Options from
the above Participant's or non-permitted transferee's (whichever is
applicable) book-entry account to a book-entry account specified by
the Company or, alternatively, cancel such Stock Options without the
consent of the subject Participant or non-permitted transferee
(whichever is applicable).

The Board of Directors will have a right to take any measures as it
considers necessary to meet any legal payment or other liability in
respect of the Stock Options, or to enhance administration of the
Stock Options. The Company has the right e.g. to restrict the
transferability of the Stock Options or to deduct a necessary amount
from the proceeds resulting from the exercise of the Stock Options of
a Participant or the sales of the Shares Subscribed for with the
Stock Options to meet withholding liabilities, and the right to
transfer, without the consent of the Participant, Stock Options from
the book-entry account of the Participant to an account designated by
the Company to be held on such account on behalf of the Participant.

These terms and conditions have been made in Finnish and in English.
In the case of any discrepancy between the Finnish and English terms
and conditions, the Finnish terms and conditions shall prevail.