Tieto Oyj - Decisions of general meeting

Tieto Corporation Decisions of the Annual General Meeting on 22 March 2012

Tieto Corporation STOCK EXCHANGE RELEASE 22 March 2012, 8.30 p.m. EET

Tieto Corporation's Annual General Meeting of Shareholders approved the
financial statements for 2011, decided to distribute a dividend of EUR 0.75 per
share and discharge the company's officers from liability for the financial
year 2011. The dividend settlement date is 27 March 2012 and the dividend will
be paid as from 13 April 2012. 

In addition, the Annual General Meeting made the following decisions:

Board composition and remuneration

The meeting decided that the Board of Directors shall consist of eight members
and re-elected the Board's current members Kurt Jofs, Eva Lindqvist, Risto
Perttunen, Markku Pohjola and Teuvo Salminen. In addition, Sari Pajari, Ilkka
Sihvo and Jonas Synnergren were elected as new Board members. 

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. Anders Eriksson (deputy Ingela
Öhlund) and Jari Länsivuori (deputy Esa Koskinen) have been appointed to the
Board until the Annual General Meeting 2014. 

At its constitutive meeting after the Annual General Meeting, the Board of
Directors elected Markku Pohjola as its Chairman and Kurt Jofs as its Deputy
Chairman. The Board also appointed a Remuneration Committee comprising Markku
Pohjola (Chairman), Kurt Jofs, Sari Pajari and Risto Perttunen, and an Audit
and Risk Committee comprising Teuvo Salminen (Chairman), Eva Lindqvist, Ilkka
Sihvo and Jonas Synnergren. All Board members are independent of both the
company and the company's significant shareholders. 

The meeting approved that the fixed annual remuneration of the Board of
Directors will 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, a remuneration of EUR 800 is paid for each
Board meeting and for each permanent or temporary committee meeting. It is the
company's practice not to pay fees to the Board members who are also employees
of the Tieto Group. 

The meeting approved 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. The Annual General Meeting resolved 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. 

Auditor

The meeting re-elected the firm of authorized public accountants
PricewaterhouseCoopers Oy as the company's auditor for the financial year 2012.
The auditor shall be reimbursed according to the invoice and in compliance with
the purchase principles approved by the Audit and Risk Committee. 

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

The Board of Directors was 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. 

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 was 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 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 2013. 

Donations for philanthropic purposes

The meeting decided 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. 

There were 568 shareholders represented at the meeting representing altogether
44 286 921 shares and votes. All decisions were made without voting. 

For further information, please contact:
General Counsel Jouko Lonka, tel. +358 2072 78182, +358 400 424 451,
jouko.lonka(at)tieto.com 



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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