Tieto Oyj - Notice to general meeting

Notice to the Annual General Meeting of Tieto Corporation

Tieto Corporation STOCK EXCHANGE RELEASE 13 February 2012, 8.00 a.m. EET

Notice is given to the shareholders of Tieto Corporation to the Annual General
Meeting to be held on Thursday 22 March 2012 at 3.00 p.m (EET) at Finlandia
hall (Helsinki hall), address Mannerheimintie 13 e, 00100 Helsinki, Finland.
The reception of persons who have registered for the meeting and the
distribution of voting tickets will commence at 2.00 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 2011 

  -- Review by the President and CEO

7 Adoption of the annual accounts

8 Resolution on the use of the profit shown on the balance sheet and the
payment of dividend 

The Board of Directors proposes to the Annual General Meeting that a dividend
of EUR 0.75 per share be paid from the distributable assets for the financial
year that ended on 31 December 2011. The dividend shall be paid to shareholders
who on the record date for the dividend payment, 27 March 2012, are recorded in
the shareholders' register held by Euroclear Finland Ltd or the register of
Euroclear Sweden AB. The dividend shall be paid as from 13 April 2012. 

9 Resolution on the discharge of the members of the Board of Directors and the
President and CEO from liability 

10 Resolution on the remuneration of the members of the Board of Directors

The Shareholders' Nomination Board proposes that the annual remuneration of the
Board of Directors be as follows: EUR 31 500 to the ordinary members of the
Board of Directors, EUR 48 000 to the Deputy Chairman and EUR 72 000 to the
Chairman. The same fee as to the Board Deputy Chairman will be paid to the
Chairman of a Board committee unless the same individual is also the Chairman
or Deputy Chairman of the Board. In addition to these fees, it is proposed that
the member of the Board of Directors be paid a remuneration of EUR 800 for each
Board meeting and for each permanent or temporary committee meeting. It is the
company's practice not to pay fees to Board members who are also employees of
the Tieto Group. 

The Shareholders' Nomination 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 1 January-31 March 2012 of Tieto Corporation. 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 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

The Shareholders' Nomination Board proposes to the Annual General Meeting that
the current Board members Kurt Jofs, Eva Lindqvist, Risto Perttunen, Markku
Pohjola and Teuvo Salminen be re-elected and in addition, Sari Pajari, Ilkka
Sihvo and Jonas Synnergren are proposed to be elected as new Board members. The
current Board members Christer Gardell and Olli Riikkala have informed that
they will not be available for re-election. 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. 

Sari Pajari (born 1968) acts currently as Senior Vice President, Business
Development at M-real Corporation and is a member of the company's Corporate
Management Team. She is the former CIO of Metsäliitto Group and in addition,
has had various positions at IBM, PricewaterhouseCoopers and Jaakko Pöyry
Consulting. She holds a Master of Science (Eng.) from Helsinki University of
Technology. 

Ilkka Sihvo (born 1962) is the former CEO of Basware Corporation, a global
leader in purchase-to pay process automation. He joined Basware in 1989 and has
previously acted also inter alia as the Chairman of the Board and the CFO of
the company. He has graduated as a Master of Science (Eng.) from Helsinki
University of Technology and Master of Science (Econ.) from Helsinki School of
Economics. 

Jonas Synnergren (born 1977) is a Partner at Cevian Capital and the head of
Cevian's Swedish office. Cevian Capital is an active ownership investment firm
focused on public companies in Europe with advisory offices in Sweden,
Switzerland and the UK. Before joining Cevian, Mr. Synnergren worked at the
Boston Consulting Group. He holds a Master of Science (Econ.) from Stockholm
School of Economics, including studies at HEC in Paris, France. 

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

In addition to the above, 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. 

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 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 Audit and Risk Committee of the Board of Directors proposes to the Annual
General meeting that the firm of authorized public accountants
PricewaterhouseCoopers Oy be re-elected as the company's auditor for the
financial year 2012. 

15 Authorizing the Board of Directors to decide on the repurchase of the
company's own shares 

The Board of Directors proposes to the Annual General Meeting that the Board of
Directors be authorized to decide on the repurchase of the company's own shares
as follows: 

The amount of own shares to be repurchased shall not exceed 7 200 000 shares,
which 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 current
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 22 September
2013. 

16 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 14 400 000 shares,
which currently corresponds to approximately 20% of all the shares in the
company. However, out of the maximum amount of shares above to be issued, no
more than 2 000 000 shares, currently corresponding to approximately 2.8% of
the shares in the company, may be issued as part of the company's share-based
incentive programmes. 

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 22 March 2017. 

17 Donations for philanthropic purposes

The Board of Directors proposes to the Annual General Meeting to authorize the
Board of Directors to decide on donations to a maximum amount of EUR 200 000 to
be made for philanthropic or corresponding purposes until the Annual General
Meeting 2013 and to authorize the Board of Directors to determine its purpose
and the donee or donees in detail. 

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, the Audit and Risk Committee 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 during the week commencing on 20
February 2012. 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 on 5
April 2012. 

C. Instructions for the participants in the Annual General Meeting

1 The right to participate and registration

Each shareholder, who is registered on 12 March 2012 in the shareholders'
register of the company, 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 wishes to participate in the Annual General Meeting, may
register for the meeting by giving a prior notice of participation no later
than 19 March 2012 by 4.00 p.m. (EET) by which time the registration needs to
arrive in the company. Such notice can be given: 

  -- on Tieto's website at www.tieto.com/agm
  -- by e-mail agm@tieto.com
  -- by phone +358 20 770 6863 (Mon-Fri 9.00 a.m. - 4.00 p.m. EET)
  -- by telefax +358 20 602 0232 or
  -- by mail to Tieto, Legal/AGM, P.O. Box 38, FI-00441 Helsinki, Finland

In connection with the registration, a shareholder shall notify his/her name,
personal identification number, address, telephone number and the name of a
possible assistant or proxy representative and the personal identification
number of a proxy representative. The personal data given to Tieto Corporation
is used only in connection with the Annual General Meeting and with the
processing of related registrations. 

The shareholder, his/her authorized representative or proxy representative
shall, where necessary, be able to prove his/her identity and/or right of
representation. 

2 Holders of nominee registered shares

A holder of nominee registered shares is advised without delay to request from
his/hers custodian bank necessary instructions regarding the registration in
the temporary shareholders' register of the company, the issuing of proxy
documents and registration for the Annual General Meeting. The account
management organization of the custodian bank will register a holder of nominee
registered shares, who wants to participate in the Annual General Meeting, into
the temporary shareholders' register of the company at the latest by 19 March
2012 by 10 a.m. (EET). Further information on these matters can be found on the
company's website (www.tieto.com/agm). 

3 Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise
his/her rights at the meeting by way of proxy representation. A proxy
representative shall produce a dated proxy document or otherwise in a reliable
manner demonstrate his/her right to represent the shareholder at the Annual
General Meeting. When a shareholder participates in the Annual General Meeting
by means of several proxy representatives representing the shareholder with
shares at different securities accounts, the shares by which each proxy
representative represents the shareholder shall be identified in connection
with the registration for the Annual General Meeting. 

Possible proxy documents should be delivered in originals to Tieto, Legal/AGM,
P.O. Box 38, FI-00441 Helsinki, Finland before 19 March 2012. 

4 Other instructions and information

Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is
present at the Annual General Meeting has the right to request information with
respect to the matters to be considered at the meeting. 

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

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. 

Helsinki, 8 February 2012

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



DISTRIBUTION

NASDAQ OMX Helsinki

NASDAQ OMX Stockholm

Principal Media



Tieto is the leading IT service company in Northern Europe providing IT and
product engineering services. Our highly specialized IT solutions and services
complemented by a strong technology platform create tangible business benefits
for our local and global customers. As a trusted transformation partner, we are
close to our customers and understand their unique needs. With about 18 000
experts, we aim to become a leading service integrator creating the best
service experience in IT. www.tieto.com