TietoEVRY Oyj — Proxy Solicitation & Information Statement 2020

Feb 14, 2020

Notice to the Annual General Meeting of TietoEVRY Corporation

Notice to the Annual General Meeting of TietoEVRY Corporation

Notice is given to the shareholders of TietoEVRY Corporation to the Annual
General Meeting to be held on Thursday 26 March 2020 at 4.00 p.m. (EET) at
TietoEVRY’s premises, address Keilalahdentie 2-4, 02150 Espoo, 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 2019
   •    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, for the
   financial year that ended on 31 December 2019, a dividend of EUR 1.27 per share
   be paid from the distributable funds of the company. The Board of Directors
   proposes that the dividend shall be paid in two instalments as follows:
   • The first dividend instalment of EUR 0.635 per share shall be paid to
   shareholders who on the record date for the dividend payment on 30 March 2020
   are recorded in the shareholders’ register held by Euroclear Finland Oy or the
   registers of Euroclear Sweden AB or Verdipapirsentralen ASA (VPS). The dividend
   shall be paid beginning from 6 April 2020 in accordance with the procedures
   applicable in Euroclear Finland, Euroclear Sweden and the VPS.
   • The second dividend instalment of EUR 0.635 per share shall be paid to
   shareholders who on the record date for the dividend payment on 30 September
   2020 are recorded in the shareholders’ register held by Euroclear Finland Oy or
   the registers of Euroclear Sweden AB or Verdipapirsentralen ASA (VPS). The
   dividend shall be paid beginning from 7 October 2020 in accordance with the
   procedures applicable in Euroclear Finland, Euroclear Sweden and the VPS.
   Dividends payable to Euroclear Sweden registered shares will be forwarded by
   Euroclear Sweden AB and paid in Swedish crowns. Dividends payable to VPS
   registered shares will be forwarded by Nordea Bank Plc's branch in Norway and
   paid in Norwegian crowns.
   The Board of Directors proposes that it shall be authorised to decide on a new
   record date and payment date for the second dividend instalment in case the
   rules and guidelines of the book-entry system are changed or otherwise so
   require.

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

10. Presentation of the Remuneration Policy
    The Board of Directors presents the Remuneration Policy and proposes the Annual
    General Meeting's advisory approval of the policy. The Remuneration Policy is
    attached to this notice.

11. 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 elected by the Annual General Meeting will be annual fees as
    follows, taking into consideration the recent merger between Tieto and EVRY: EUR
    125 000 (current EUR 98 000) to the Chairperson, EUR 70 000 (current EUR 58 000)
    to the Deputy Chairperson and EUR 53 000 (current EUR 38 000) to the ordinary
    members of the Board of Directors. In addition to these fees it is proposed that
    the Chairperson of a permanent Board Committee receives an annual fee of EUR 20
    000 and a member of a permanent Board Committee receives an annual fee of EUR 10

12. It is also proposed that the Board members elected by the Annual General
    Meeting will be paid EUR 800 for each Board meeting and for each permanent or
    temporary committee meeting. Further, it is proposed that the remuneration for
    employee representatives elected as ordinary members of the Board of Directors
    will be an annual fee of EUR 15 000.
    The Shareholders’ Nomination Board is of the opinion that increasing long-term
    shareholding of the Board members will benefit all the shareholders. Every Board
    member elected by the Annual General Meeting is expected to over a five year
    period accumulate a shareholding in TietoEVRY that exceeds his/hers one-time
    annual remuneration.
    The Shareholders’ Nomination Board therefore proposes that part of the annual
    remuneration may be paid in TietoEVRY Corporation’s shares purchased from the
    market. An elected member of the Board of Directors may, at his/her discretion,
    choose from the following five alternatives:

1)    no cash  100% in shares
 2)    25% in cash  75% in shares'
 3)    50% in cash  50% in shares
 4)    75% in cash   25% in shares
 5)    100% in cash   no shares
The shares will be acquired directly on behalf of the members of the Board
within two weeks from the release of the interim report 1 January–31 March 2020
of TietoEVRY Corporation. If the remuneration cannot be delivered at that time
due to insider regulation or other justified reason, the company shall deliver
the shares later or pay the remuneration fully in cash.
Remuneration of the employee representatives elected as the ordinary members in
the Board of Directors will be paid in cash only.

1. Resolution on the number of members of the Board of Directors
   The Shareholders’ Nomination Board proposes to the Annual General Meeting that
   the Board of Directors shall have ten members elected by the Annual General
   Meeting.

2. 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 Tomas Franzén, Salim Nathoo, Harri-Pekka Kaukonen,
   Timo Ahopelto, Rohan Haldea, Liselotte Hägertz Engstam, Niko Pakalén, Endre
   Rangnes and Leif Teksum be re-elected and in addition, Katharina Mosheim
   proposed to be elected as a new Board member. The Shareholders’ Nomination Board
   proposes that Tomas Franzén shall be re-elected as the Chairperson 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.
   Katharina Mosheim (born 1976), an Austrian citizen, is co-owner and CEO of Alpha
   Pianos AS which develops and produces evolutionary digital music instruments.
   She has earlier acted in various executive and managerial positions in Telia,
   Accenture and Capgemini in Norway and the Nordics, as well as Nokia Siemens
   Networks and Siemens Mobile Phones. Katharina Mosheim holds a Ph.D. (Business
   Administration) from Karl-Franzens University in Graz, Austria.
   The biographical details of the candidates and information on their holdings is
   available on TietoEVRY’s website at www.tietoevry.com/cv.
   In addition to the above candidates, the company’s personnel has elected four
   members, each with a personal deputy, to the Board of Directors. Tommy Sander
   Aldrin (deputy Sigmund Ørjavik), Ola Hugo Jordhøy (deputy Sigve Sandvik Lærdal),
   Anders Palklint (deputy Robert Spinelli) ja Ilpo Waljus (deputy Jenni Tyynelä)
   are appointed to the Board of Directors until the Annual General Meeting 2022.

3. 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.

4. Election 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 firm of authorized public accountants Deloitte Oy be elected
   as the company's auditor for the financial year 2020. The firm of authorized
   public accountants Deloitte Oy has notified that APA Jukka Vattulainen will act
   as the auditor with principal responsibility.
   The Audit and Risk Committee has prepared its recommendation in accordance with
   the EU Audit Regulation (537/2014) and arranged a selection procedure. The
   management of the company has comprehensively assessed the received offers
   against the predefined selection criteria and prepared a report for the
   validation of the Committee. In addition to the experience in audit of an IT
   group of companies similar to TietoEVRY’s business environment and pricing, the
   Committee has considered the quality of the services and qualifications of the
   audit team as well as risk related to the change of the auditor. In its
   recommendation to the Board of Directors, the Audit and Risk Committee placed
   second the firm of authorized public accountants Oy Ernst & Young Oy.
   The Audit and Risk Committee confirms that its recommendation is free from
   influence by a third party and that no clause of the kind referred to in
   paragraph 6 of Article 16 of the EU Audit Regulation, which would restrict the
   choice by the Annual General Meeting as regards the appointment of the auditor,
   has been imposed upon it.

5. 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 11 800 000
   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 2021.

6. Authorizing the Board of Directors to decide on the issuance of shares as
   well as on the issuance of option rights 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 11 800 000
   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 950 000 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 2021.

7. 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, this notice and the
Remuneration Policy of TietoEVRY Corporation are available on the company’s
website www.tietoevry.com/agm. The annual report, the report of the Board of
Directors and the auditor’s report are available on the website at the latest on
4 March 2020. 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 at the latest
on 9 April 2020.

C. Instructions for the participants in the Annual General Meeting
1 Shareholders registered in the shareholders’ register

Each shareholder, who is registered on 16 March 2020 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 on 20 March 2020 at 3.00 p.m. (EET) by giving a prior
notice of participation, which must be received by the company no later than by
the above mentioned time. Such notice can be given either:

· through TietoEVRY’s website at www.tietoevry.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) or
· by mail to TietoEVRY Corporation, Legal/AGM, P.O. Box 2, FI-02101 Espoo,
Finland.

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

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

2 Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Annual
General Meeting by virtue of such shares, based on which he/she on the record
date of the Annual General Meeting, i.e. on 16 March 2020, would be entitled to
be registered in the shareholders’ register of the TietoEVRY Corporation held by
Euroclear Finland Oy. The right to participate in the Annual 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 23 March 2020 by 10 a.m. (EET). As regards nominee
registered shares this constitutes due registration for the Annual General
Meeting.

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the temporary shareholders'
register of TietoEVRY Corporation, the issuing of proxy documents and
registration for the Annual 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 Annual General
Meeting, into the temporary shareholders’ register of the company at the latest
by 23 March 2020 by 10 a.m.

Further information on attending the Annual General Meeting is available on
www.tietoevry.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 Annual General Meeting must:

1. be registered in the shareholders’ register maintained by Euroclear Sweden
   AB no later than on 16 March 2020.
   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 TietoEVRY 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
   request for temporary registration to Euroclear Sweden AB on their behalf. Such
   reregistration must be made as of 16 March 2020 and the nominee should therefore
   be notified well in advance.

2. request temporary registration in the shareholders’ register of TietoEVRY
   Corporation maintained by Euroclear Finland Oy. Such request shall be submitted
   in writing to Euroclear Sweden AB no later than on 17 March 2020 at 15.00
   Swedish time.
   This temporary registration made through written request to Euroclear Sweden AB
   is considered a notice of attendance at the Annual General Meeting.
   Further information on attending the Annual General Meeting is available on
   www.tietoevry.com/agm.

4 Shares registered in Verdipapirsentralen ASA (VPS)

A shareholder with shares registered in Verdipapirsentralen ASA (VPS) Securities
System who wishes to attend and vote at the Annual General Meeting must:

1. be registered in the shareholders’ register maintained by
   Verdipapirsentralen ASA (VPS) not later than on 16 March 2020.
   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 TietoEVRY Corporation maintained by Euroclear Finland Oy, request that their
   shares are reregistered in their own names in the register of shareholders
   maintained by Verdipapirsentralen ASA (VPS), and procure that the nominee sends
   the request for temporary registration to Verdipapirsentralen ASA (VPS) on their
   behalf. Such reregistration must be made as of 16 March 2020 and the nominee
   should therefore be notified well in advance.

2. inform Nordea Bank Plc's branch in Norway (Nordea Bank Abp, filial i Norge,
   Issuer Service) of his/her participation in the Annual General Meeting and
   request temporary registration in the shareholders’ register of TietoEVRY
   Corporation maintained by Euroclear Finland Oy. The request for temporary
   registration shall be submitted in writing to Nordea Bank Plc's branch in Norway
   no later than on 16 March 2020 at 18.00 Norwegian time.
   This temporary registration made through written request to Nordea Bank Plc's
   branch in Norway is considered a notice of attendance at the Annual General
   Meeting.
   Further information on attending the Annual General Meeting is available on
   www.tietoevry.com/agm.

5 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 TietoEVRY
Corporation, Legal/AGM, P.O. Box 2, FI-02101 Espoo, Finland before 20 March
2020.

6 Further instructions and information

The information concerning the Annual General Meeting required under the
Companies Act and the Securities Market Act is available at
www.tietoevry.com/agm.

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 TietoEVRY Corporation is 118 425 771.

Changes in shareholding after the record date of the Annual General Meeting will
not affect the right to participate in the General Meeting or the number of
votes of such shareholder at the Annual General Meeting.

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, 13 February 2020

TietoEVRY Corporation
Board of Directors

For further information, please contact:
Esa Hyttinen, Deputy General Counsel, tel. +358 20 727 1764, +358 40 766 6196,
email esa.hyttinen (at) tieto.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

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