TietoEVRY Oyj — M&A Activity 2019

Dec 5, 2019

Merger between Tieto and EVRY completed - TietoEVRY established

Merger between Tieto and EVRY completed - TietoEVRY established

TietoEVRY Corporation          STOCK EXCHANGE RELEASE       5 December 2019 8.30

am EET

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO

AUSTRALIA, CANADA, JAPAN OR ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A

VIOLATION OF THE LOCAL SECURITIES LAWS OR REGULATIONS OF SUCH JURISDICTION.

TietoEVRY Corporation ("TietoEVRY" or the "Company") announces that the merger

of EVRY ASA ("EVRY") into Tieto (the "Merger") has been registered at the

Finnish Trade Register on the effective date of the Merger on 5 December 2019.

The name of the combined company is TietoEVRY Corporation (formerly Tieto

Corporation).

"Today marks a significant milestone with TietoEVRY being legally established.

We are extremely excited to join forces to create a leading Nordic digital

services company with 24 000 professionals globally, including around 10 000

digital consultants. We see numerous opportunities in the market - for both our

customers and the combined company. Consulting market is growing in high-single

digits and significant part of technology spend is driven by data-rich services.

With our combined strengths we are able to drive accelerated growth - and

consequently bring more value to our customers, employees and shareholders,"

says Kimmo Alkio, President and CEO.

"We will, as of today, move forward in our journey together focusing on

operational and cultural integration and synergy implementation. Building on our

Nordic heritage of openness, trust, diversity and sustainability, we will create

digital advantage for businesses and society," Alkio continues.

EVRY is consolidated to TietoEVRY as from 5 December 2019. TietoEVRY will in

early 2020 provide with further details on the reporting structure to be

adopted.

Registration and admission to trading of new shares

A total of 44 316 519 new shares of the Company have been registered at the

Finnish Trade Register on 5 December 2019, increasing the total number of shares

in TietoEVRY to 118 425 771 shares. The shares have been admitted to trading on

Nasdaq Helsinki Ltd and Nasdaq Stockholm AB and on the Oslo Børs as of 5

December 2019.

The new TietoEVRY shares issued as merger consideration are expected to be

delivered to EVRY shareholders on or about 9 December and the cash consideration

of NOK 5.28 per EVRY share is expected to be delivered to EVRY shareholders on

or about 11 December 2019. Former EVRY shareholders may trade TietoEVRY shares

(Oslo ticker TIETOO) as from today, 5 December 2019. For further settlement

details, please see the key dates announced by EVRY on 29 November 2019.

Composition of the Board of Directors and other resolutions of the Extraordinary

General Meeting of Tieto relating to the Merger

In accordance with the resolution of the Extraordinary General Meeting of Tieto

held on 3 September 2019 ("EGM"), Timo Ahopelto, Tomas Franzén, Liselotte

Hägertz Engstam, Harri-Pekka Kaukonen, Niko Pakalén and Endre Rangnes of the

members of the Board of Directors of Tieto continue to serve on the Board of

Directors of TietoEVRY and Rohan Haldea, Salim Nathoo and Leif Teksum of the

members of the Board of Directors of EVRY begin to serve as new members of the

Board of Directors of TietoEVRY. Tomas Franzén, a member of the Board of

Directors of Tieto, begins to serve as Chairman of the Board of Directors of

TietoEVRY. The term of the new Board commences on the registration date of the

execution of the Merger and expires at the end of the next Annual General

Meeting of TietoEVRY.

Moreover, as announced on 29 October 2019, Anders Palklint (deputy Robert

Spinelli), Ilpo Waljus (deputy Jenni Tyynelä), Ola Hugo Jordhøy (deputy Sigve

Sandvik Lærdal) and Tommy Sander Aldrin (deputy Sigmund Ørjavik), nominated by

the employees of TietoEVRY, begin to serve as personnel representatives in the

Board of Directors of TietoEVRY. The term of office for the personnel

representatives is two years. The first term, however, shall end at the

conclusion of the Annual General Meeting 2022.

The resolutions of the EGM regarding the amendment of Tieto's Articles of

Association, remuneration of the members of the Board of Directors, and other

matters set out in the merger plan will take effect on the registration date of

the Merger. In line with the resolution of the EGM and in deviation from the

Charter of Tieto's Shareholders' Nomination Board, the right to nominate members

to TietoEVRY's Shareholders' Nomination Board shall rest with the Chairman of

the Board of Directors and the four largest shareholders who are registered in

the shareholders' register of TietoEVRY on the business date immediately

following the registration date of the execution of the Merger of EVRY into

Tieto. The composition of the new Nomination Board will be announced separately.

Group Leadership and structure for the combined TietoEVRY

Kimmo Alkio is the Chief Executive Officer of TietoEVRY. On 16 October 2019,

Tieto announced the Group Leadership for TietoEVRY, which becomes effective upon

completion of the Merger.

TietoEVRY's operational structure will comprise country teams and service lines.

The country teams will focus on driving customer experience and integrating all

the capabilities of the company for customers. Service lines will focus on

developing services and best practices to ensure TietoEVRY's competitiveness in

the market.

Prospectus

The Company has prepared an English language merger and listing prospectus in

accordance with Regulation (EU) 2017/1129 (the "Prospectus Regulation"). The

prospectus has been approved on 8 August 2019 and supplemented on 5 November

2019. The prospectus and supplement have been approved by the Finnish Financial

Supervisory Authority and notified to the competent authorities of Norway and

Sweden in accordance with the Prospectus Regulation.

The prospectus and supplement are available on the Company's website at

www.tieto.com/tietoevry.

Further information for investors:

Tomi Hyryläinen, CFO, tel. +358 50 555 0363, tomi.hyrylainen(at)tieto.com

Tanja Lounevirta, Head of Investor Relations, tel. +358 2072 71725,

tanja.lounevirta(at)tieto.com

Kjell Arne Hansen, Head of Investor Relations, tel. +47 95040372,

kjell.hansen(at)evry.com

Further information for media:

Kia Haring, Head of Global Communications and Corporate Responsibility, +358 40

765 3700, kia.haring(at)tieto.com

Unni Strømstad, EVP Communications & Marketing, tel +47 9775

3453, unni.stromstad(at)evry.com

DISTRIBUTION

NASDAQ Helsinki

Oslo Børs

Principal Media

TietoEVRY creates digital advantage for businesses and society. We are a leading

digital services and software company with local presence and global

capabilities. Our Nordic values and heritage steer our success.

Headquartered in Finland, TietoEVRY employs around 24 000 experts globally. The

company serves thousands of enterprise and public sector customers in more than

90 countries. TietoEVRY's annual turnover is approximately EUR 3 billion and its

shares are listed on the NASDAQ in Helsinki and Stockholm as well as on the Oslo

Børs. www.tietoevry.com

IMPORTANT INFORMATION

This announcement is not an offer to sell or a solicitation of any offer to buy

any securities issued by TietoEVRY Corporation ("TietoEVRY" or the "Company") in

any jurisdiction where such offer or sale would be unlawful.

In any EEA Member State, other than Finland or Norway, where Regulation (EU)

2017/1129 (the "Prospectus Regulation") is applicable, this communication is

only addressed to and is only directed at "qualified investors" in that Member

State within the meaning of the Prospectus Regulation.

In the United Kingdom, this document and any other materials in relation to the

securities described herein is only being distributed to, and is only directed

at, and any investment or investment activity to which this document relates is

available only to, and will be engaged in only with, "qualified investors"

within the meaning of Article 2(e) of the Prospectus Regulation who are (i)

persons having professional experience in matters relating to investments who

fall within the definition of "investment professionals" in Article 19(5) of the

Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the

"Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d)

of the Order; or (iii) other persons to whom it may otherwise be lawfully

communicated (all such persons together being referred to as "relevant

persons"). In the United Kingdom, persons who are not relevant persons should

not take any action on the basis of this document and should not act or rely on

it.

This document is not a prospectus for the purposes of the Prospectus Regulation.

A prospectus prepared pursuant to the Prospectus Regulation can be obtained from

www.tieto.com/tietoevry. Investors should not subscribe for any securities

referred to in this document except on the basis of information contained in the

prospectus.

No part of this release, nor the fact of its distribution, should form the basis

of, or be relied on in connection with, any contract or commitment or investment

decision whatsoever. The information contained in this release has not been

independently verified. No representation, warranty or undertaking, expressed or

implied, is made as to, and no reliance should be placed on, the fairness,

accuracy, completeness or correctness of the information or the opinions

contained herein. Neither TietoEVRY, nor any of its respective affiliates,

advisors or representatives or any other person, shall have any liability

whatsoever (in negligence or otherwise) for any loss however arising from any

use of this release or its contents or otherwise arising in connection with the

release. Each person must rely on their own examination and analysis of

TietoEVRY, its respective subsidiaries, their respective securities and the

Merger, including the merits and risks involved.

This release includes "forward-looking statements." These statements may not be

based on historical facts, but are statements about future expectations. When

used in this release, the words "aims," "anticipates," "assumes," "believes,"

"could," "estimates," "expects," "intends," "may," "plans," "should," "will,"

"would" and similar expressions as they relate to TietoEVRY, the Merger or the

combination of the business operations of TietoEVRY identify certain of these

forward-looking statements. Other forward-looking statements can be identified

in the context in which the statements are made. Forward-looking statements are

set forth in a number of places in this release, including wherever this release

include information on the future results, plans and expectations with regard to

the combined company's business, including its strategic plans and plans on

growth and profitability, and the general economic conditions. These forward

-looking statements are based on present plans, estimates, projections and

expectations and are not guarantees of future performance. They are based on

certain expectations, which, even though they seem to be reasonable at present,

may turn out to be incorrect. Such forward-looking statements are based on

assumptions and are subject to various risks and uncertainties. Shareholders

should not rely on these forward-looking statements. Numerous factors may cause

the actual results of operations or financial condition of the combined company

to differ materially from those expressed or implied in the forward-looking

statements. Neither TietoEVRY, nor any of its affiliates, advisors or

representatives or any other person undertakes any obligation to review or

confirm or to release publicly any revisions to any forward-looking statements

to reflect events that occur or circumstances that arise after the date of this

release.

NOTICE TO EVRY SHAREHOLDERS IN THE UNITED STATES

Any securities referred to herein have not been and will not be registered under

the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not

be offered or sold within the United States absent registration or an applicable

exemption from, or in a transaction not subject to, the registration

requirements of the Securities Act. There is no intention to register any

securities referred to herein in the United States. Any securities referred to

herein are being offered or sold in the United States pursuant to an exemption

from the registration requirements of the Securities Act provided by Rule 802

thereunder.

This document is made for the securities of a foreign company. The document is

subject to disclosure requirements of a foreign country that are different from

those of the United States. Financial statements included in the document, if

any, have been prepared in accordance with foreign accounting standards that may

not be comparable to the financial statements of United States companies.

It may be difficult for you to enforce your rights and any claim you may have

arising under the federal securities laws of the United States, since the issuer

is located in a foreign country, and some or all of its officers and directors

may be residents of a foreign country. You may not be able to sue a foreign

company or its officers or directors in a foreign court for violations of the

U.S. securities laws. It may be difficult to compel a foreign company and its

affiliates to subject themselves to a U.S. court's judgment.

You should be aware that the issuer may purchase securities otherwise than under

any transaction referred to herein, such as in open market or privately

negotiated purchases.