Tieto Oyj - Notice to general meeting

Tieto’s Board of Directors convenes Annual General Meeting 2013

Tieto Corporation STOCK EXCHANGE RELEASE 6 February 2013, 10.00 am EET

The Board of Directors of Tieto Corporation has resolved to convene the Annual
General Meeting to be held on 25 March 2013. The Board of Directors and its
Audit and Risk Committee propose to the Annual General Meeting that the meeting
would decide as follows: 

1 Payment of dividend

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

2 Amendment of the company's Articles of Association

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

“3 § Board of Directors

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

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

…

“9 § Annual General Meeting

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

At the Meeting, the following shall be

decided

1          adoption of the annual accounts;

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

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

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

5          number of members of the Board of Directors;

elected

6          Chairman and members of the Board of Directors and

7          auditor.”

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 currently corresponds to approximately 10% of all the shares in the
company. Only the unrestricted equity of the company can be used to repurchase
own shares. 

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

The Board of Directors decides how the share repurchase will be carried out.
Own shares can be repurchased inter alia by using derivatives. The company's
own shares can be repurchased otherwise than in proportion to the shareholdings
of the shareholders (directed repurchase). 

The authorization cancels previous unused authorizations to decide on the
repurchase of the company's own shares. The authorization is effective until
the next Annual General Meeting, however, no longer than until 25 September
2014. 

4 Authorizing the Board of Directors to decide on the issuance of shares as
well as options and other special rights entitling to shares 

The Board of Directors proposes to the Annual General Meeting that the Board of
Directors be authorized to decide on the issuance of shares as well as on the
issuance of option rights and other special rights entitling to shares referred
to in chapter 10 section 1 of the Companies Act in one or more tranches as
follows: 

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

The Board of Directors decides on the terms and conditions of the issuance of
shares and of special rights entitling to shares. The authorization concerns
both the issuance of new shares as well as the transfer of treasury shares. The
issuance of shares and of special rights entitling to shares may be carried out
in deviation from the shareholders' pre-emptive right (directed issue). 

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

5 Remuneration and election of the auditor

The Audit and Risk Committee of the Board of Directors proposes to the Annual
General Meeting that the auditor to be elected at the Annual General Meeting be
reimbursed according to the auditor's invoice and in compliance with the
purchase principles approved by the committee. 

The committee proposes that the firm of authorized public accountants
PricewaterhouseCoopers Oy be re-elected as the company's auditor for the
financial year 2013. 

The actual notice to the Annual General Meeting, including the complete
proposals by the Board of Directors, its Audit and Risk Committee and the
Shareholders' Nomination Board, is scheduled to be published on 14 February
2013. 

Helsinki, 5 February 2013

Tieto Corporation

Board of Directors

For further information, please contact

Jouko Lonka, General Counsel, tel. +358 2072 78182, +358 400 424451,
firstname.lastname@tieto.com 



TIETO CORPORATION



DISTRIBUTION
NASDAQ OMX Helsinki
NASDAQ OMX Stockholm
Principal Media



Tieto is the largest Nordic IT services company providing full life-cycle
services for both private and public sectors. The company has global presence
through its product engineering business and the global delivery centers. Tieto
is committed to develop enterprises and society through IT by realizing new
opportunities in customers' business transformation. At Tieto, we believe in
professional development and results. 

Founded 1968, headquartered in Helsinki, Finland and with approximately 17 000
experts, the company operates in over 20 countries with net sales at
approximately EUR 1.8 billion. Tieto's shares are listed on NASDAQ OMX in
Helsinki and Stockholm. Please visit www.tieto.com for more information.