Tieto Oyj - Notice to general meeting

Notice to the Annual General Meeting of TietoCorporation

Tieto Corporation STOCK EXCHANGE RELEASE 2 February 2017, 11.05 EET
Notice is given to the shareholders of Tieto Corporation to the Annual General
Meeting to be held on Thursday 23 March 2017 at 4.00 p.m. (EET) at the hotel
Clarion, address Tyynenmerenkatu 2, 00220 Helsinki, Finland. The reception of
persons who have registered for the meeting and the distribution of voting
tickets will commence at 3.00 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 2016

  · 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 1.15 per share and an additional dividend of EUR 0.22 be paid from the
distributable assets for the financial year that ended on 31 December 2016. The
dividend shall be paid to shareholders who on the record date for the dividend
payment on 27 March 2017 are recorded in the shareholders’ register held by
Euroclear Finland Oy or the register of Euroclear Sweden AB. The dividend shall
be paid as from 6 April 2017.

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 Shareholders’ Nomination Board proposes that the remuneration of the Board
of Directors will be annual fees and increased as follows: EUR 91 000 to the
Chairman (current EUR 83 000), EUR 55 000 to the Deputy Chairman (current EUR 52
500) and EUR 36 000 (current EUR 34 500) to the ordinary members of the Board of
Directors. The same fee as to the Board Deputy Chairman will be paid to the
Chairman of Board Committee unless the same individual is also the Chairman or
Deputy Chairman of the Board. In addition to these fees it is proposed that the
member of the Board of the Directors be paid the same remuneration of EUR 800
for each Board meeting as currently 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.

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 and the Chairman

The Shareholders’ Nomination Board proposes to the Annual General Meeting 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.

13   Resolution on the remuneration of the auditor

The Board of Directors proposes to the Annual General Meeting, in accordance
with the recommendation of the Audit and Risk Committee of the Board of
Directors, 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 Board of Directors proposes to the Annual General Meeting, in accordance
with the recommendation of the Audit and Risk Committee of the Board of
Directors, that the firm of authorized public accountants PricewaterhouseCoopers
Oy be re-elected as the company's auditor for the financial year 2017. The firm
of authorized public accountants PricewaterhouseCoopers Oy has notified that KHT
Tomi Hyryläinen will act as the auditor with principal responsibility.

Recommendation of the Audit and Risk Committee

The Audit and Risk Committee has prepared its recommendation in accordance with
the EU Audit Regulation and in a full-scale selection procedure. The Committee
has comprehensively assessed the received offers against the predefined
selection criteria. In addition to the knowledge and competences, the Committee
has considered the quality and expense risk related to the change of the auditor
and, on the other hand, the integrity of the auditor. In its recommendation to
the Board of Directors, the Audit and Risk Committee placed second the firm of
authorized public accountants Ernst & Young Oy.

15   Amendment of the company’s Articles of Association

The Board of Directors proposes to the Annual General Meeting that Articles 1
and 6 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 domicile of the company is Espoo.”

"6 § Auditor

The company has one ordinary auditor who shall be an audit firm with a KHT
auditor as the auditor with principal responsibility.

The term of office of the auditor expires at the closing of the first Annual
General Meeting following his election."

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 7 400 000 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 30 April 2018.

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 7 400 000 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 as well as of option rights and other 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 as well as of option rights
and other 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 as well as on the issuance of option rights and other special
rights entitling to shares. The authorization is effective until the next Annual
General Meeting, however, no longer than until 30 April 2018.

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 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 latest on 1 March 2017. 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 5 April 2017.

C. Instructions for the participants in the Annual General Meeting

1 Shareholders registered in the shareholders’ register

Each shareholder, who is registered on 13 March 2017 in the shareholders’
register of the company held by Euroclear Finland Oy, 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 is registered in the shareholders’ register of the company
and wants to participate in the Annual General Meeting, shall register for the
meeting no later than 20 March 2017 at 3.00 p.m. (EET) by giving a prior notice
of participation, which shall be received by the company no later than on the
abovementioned date. Such notice can be given:

  · through Tieto’s website at www.tieto.com/agm
  · by e-mail agm@tieto.com
  · by phone +358 20 727 1740 (Mon-Fri 9.00 a.m.-3.00 p.m. EET)
  · by telefax +358 20 602 0232 or
  · by mail to Tieto, Legal/AGM, P.O. Box 2, FI-02101 Espoo, 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 2017, would be entitled to be
registered in the shareholders’ register of the company held by Euroclear
Finland Oy. 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 Oy at the
latest by 20 March 2017 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 Shares registered in Euroclear Sweden AB

A shareholder with shares registered in Euroclear Sweden AB’s Securities System
who wishes to attend and vote at the AGM must:

1      be registered in the shareholders’ register maintained by Euroclear
Sweden AB not later than on 13 March 2017.

Shareholders whose shares are registered in the name of a nominee must, in order
to be eligible to request a temporary registration in the shareholders’ register
of Tieto Corporation maintained by Euroclear Finland Oy, request that their
shares are reregistered in their own names in the register of shareholders
maintained by Euroclear Sweden AB, and procure that the nominee sends the above
mentioned request for temporary registration to Euroclear Sweden AB on their
behalf. Such reregistration must be made as of 13 March 2017 and the nominee
should therefore be notified well in advance before said date.

2      request temporary registration in the shareholders’ register of Tieto
Corporation maintained by Euroclear Finland Oy. Such request shall be submitted
in writing to Euroclear Sweden AB no later than on 14 March 2017 at 15:00
Swedish time.

Further information about attending the AGM is found on the company’s website
page www.tieto.com/agm.

This temporary registration made through written request to Euroclear Sweden AB
is considered a notice of attendance at the general meeting.

4 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 2, FI-02101 Espoo, Finland before 20 March 2017.

5 Further instructions and information

Pursuant to chapter 5, section 25 of the Finnish 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 the total number of
shares and votes in Tieto Corporation is 74 109 252.

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.

Espoo, 1 February 2017

Tieto Corporation

Board of Directors

For further information, please contact:
Esa Hyttinen, Deputy General Counsel tel. +358 40 766 6196, esa.hyttinen (at)
tieto.com

DISTRIBUTION

NASDAQ Helsinki

NASDAQ Stockholm

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