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TietoEVRY Oyj Proxy Solicitation & Information Statement 2022

Mar 2, 2022

3241_rns_2022-03-02_3203c25a-ac9c-45d9-ab94-0a69a9439008.html

Proxy Solicitation & Information Statement

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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 (“TietoEVRY” or the
"Company") to the Annual General Meeting to be held on Thursday 24 March 2022 at
4.00 p.m. (EET) at TietoEVRY’s premises, address Keilalahdentie 2-4, 02150
Espoo, Finland. In order to limit the spread of the Covid-19 pandemic, the
Annual General Meeting will be held without the presence of shareholders or
their representatives at the meeting venue. The shareholders of the Company and
their proxy representatives may participate in the Annual General Meeting and
exercise their rights as shareholders only through voting in advance as well as
by making counterproposals and presenting questions in advance. Instructions for
shareholders are presented in this notice under section C. “Instructions for the
participants in the Annual General Meeting” and at www.tietoevry.com/agm.

The Board of Directors of the Company has resolved on the exceptional procedure
for the meeting based on the legislative act concerning temporary deviations
from the Finnish Companies Act to limit the spread of the Covid-19 pandemic
(375/2021), which entered into force on 8 May 2021 (the "Temporary Act"). The
Company has resolved to take actions enabled by the Temporary Act in order to
hold the meeting in a predictable manner, taking into account the health and
safety of the Company‘s shareholders, personnel and other stakeholders, and that
shareholders have equal opportunities to participate.

It is possible to follow the Annual General Meeting via a webcast, and the link
to the webcast will be available on www.tietoevry.com/agm. Following the meeting
via the webcast is not considered as an official participation in the Annual
General Meeting, and it is not possible to present questions or vote via the
webcast. A shareholder’s right to present questions pursuant to the Finnish
Companies Act and to exercise other shareholders’ rights are possible only in
advance as described below. The President and CEO will also present his review
via the webcast. The CEO's review is not part of the legal materials of the
Annual General Meeting but it will be made available on the Company’s website
www.tietoevry.com/agm after the meeting.

After the Annual General Meeting, the webcast will continue with a separate Q&A
session where shareholders can present questions to the management. Shareholders
are requested to take into consideration that the Q&A session is not part of the
official Annual General Meeting and questions presented in it are not questions
pursuant to Chapter 5, Section 25 of the Finnish Companies Act.

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

Seppo Kymäläinen, Attorney-at-law, will act as the Chairperson of the Annual
General Meeting. If Seppo Kymäläinen is not able to act as Chairperson due to a
weighty reason, the Board of Directors will nominate a person it deems most
suitable to act as Chairperson.

3         Election of person to scrutinize the minutes and to supervise the
counting of votes Jussi Tokola, General Counsel, will act as the person to
scrutinize the minutes and supervise the counting of votes. If Jussi Tokola is
unable to act as the person to scrutinize the minutes and supervise the
counting of the votes due to a weighty reason, the Board of Directors will
nominate a person it deems most suitable to act as a person to confirm the
minutes and 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

Shareholders who have voted in advance within the advance voting period and have
the right to attend the Annual General Meeting under Chapter 5, Section 6 and
Chapter 5, Section 6 a of the Finnish Companies Act shall be deemed shareholders
represented at the meeting. The list of votes will be adopted based on
information delivered by Euroclear Finland Oy.

6         Presentation of the annual accounts, the report of the Board of
Directors and the auditor’s report for the year 2021

As participation in the Annual General Meeting is possible only in advance, the
annual accounts, including the report of the Board of Directors and the
auditor's report, which have been published by the Company by a stock exchange
release on 2 March 2022 and which are available on the Company‘s website
www.tietoevry.com/agm, shall be deemed to have been presented to the Annual
General Meeting.

7         Adoption of the annual accounts

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

The Board of Directors proposes to the Annual General Meeting that, based on the
balance sheet to be adopted for the financial year which ended 31 December 2021,
a dividend of total EUR 1.40 per share be distributed from the distributable
funds of the Company in two instalments as follows:

· The first dividend instalment of EUR 0.70 per share shall be paid to
shareholders who on the record date for the first dividend instalment on 28
March 2022 are recorded in the shareholders’ register held by Euroclear Finland
Oy or the registers of Euroclear Sweden AB or Verdipapirsentralen ASA (VPS). The
first dividend instalment shall be paid beginning from 6 April 2022 in
accordance with the procedures applicable in Euroclear Finland, Euroclear Sweden
and the VPS.
· The second dividend instalment of EUR 0.70 per share shall be paid to
shareholders who on the record date for the second dividend instalment on 26
September 2022 are recorded in the shareholders’ register held by Euroclear
Finland Oy or the registers of Euroclear Sweden AB or Verdipapirsentralen ASA
(VPS). The second dividend instalment shall be paid beginning from 5 October
2022 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 amount of the dividend proposed by the Board of Directors exceeds the
minority dividend pursuant to Chapter 13, Section 7 of the Companies Act.

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

10     Presentation and adoption of the Remuneration Report

As participation in the Annual General Meeting is possible only in advance, the
Remuneration Report 2021 published by the Company by a stock exchange release
and on the website www.tietoevry.com/agm on 2 March 2022, is deemed to have been
presented to the Annual General Meeting. The Remuneration Report 2021 describes
the implementation of the Company’s Remuneration Policy and provides information
on the remuneration of the Company's governing bodies during the financial year
2021. The Board of Directors proposes to the Annual General Meeting that the
remuneration report be approved. The resolution by the Annual General Meeting on
adoption of the Remuneration Report is advisory.

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 be annual fees and increased
by approximately 3%. According to the proposal, the annual fees of the Board of
Directors elected by the Annual General Meeting would be as follows: EUR 128 500
(2021: EUR 125000) to the Chairperson, EUR 72 000 (2021: EUR 70000) to the
Deputy Chairperson and EUR 54 500 (2021: EUR53000) 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 will receive an annual fee of EUR 20 000 and a member of a
permanent Board Committee an annual fee of EUR 10 000. 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 of the 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 further increasing the
long-term shareholdings of the Board members will benefit all the shareholders.
Every member elected of the Board of Directors by the Annual General Meeting is
expected to accumulate, over a five-year period, a shareholding in the Company
that exceeds his/her one-time annual remuneration.

The Shareholders’ Nomination Board therefore proposes that part of the annual
remuneration may be paid in the form of the Company’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, or

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 Company’s interim report 1 January–31
March 2022. If the remuneration cannot be delivered at that time due to insider
regulations or another justified reason, the Company shall deliver the shares
later or pay the remuneration fully in cash.

Remuneration of the employee representatives elected as ordinary members of the
Board of Directors will be paid in cash.

12     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 eight members elected by the Annual General
Meeting.

13     Election of members of the Board of Directors and the Chairperson

The Shareholders’ Nomination Board proposes to the Annual General Meeting that
the current Board members Timo Ahopelto, Tomas Franzén, Liselotte Hägertz
Engstam, Harri-Pekka Kaukonen, Angela Mazza Teufer, Katharina Mosheim, Niko
Pakalén and Endre Rangnes be re-elected. Leif Teksum has informed that he is not
available for re-election.

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.

With regard to the selection procedure for the members of the Board of
Directors, the Shareholders' Nomination Board recommends that shareholders take
a position on the proposal as a whole at the Annual General Meeting. This
recommendation is based on the current Finnish market practice and the fact that
at TietoEVRY, in line with a good Nordic governance model, the Shareholders'
Nomination Board is separate from the Board of Directors. The Shareholders'
Nomination Board, in addition to ensuring that individual nominees for
membership of the Board of Directors possess the required competences, is also
responsible for making sure that the proposed Board of Directors as a whole also
has the best possible expertise and experience for the company and that the
composition of the Board of Directors also meets other requirements of the
Finnish Corporate Governance Code for listed companies.

In addition to the above candidates, the Company’s personnel has elected two
members to the Board of Directors and two personal deputy members. Robert
Spinelli and Ilpo Waljus have been elected as members and their deputies are
Sigve Sandvik Lærdal (Spinelli) and Tommy Sander Aldrin (Waljus). Their term of
office ends at the close of the next Annual General Meeting.

The biographical details of the candidates and information on their
shareholdings in the Company are also available on TietoEVRY’s website at
www.tietoevry.com/en/investor-relations/governance/board-of-directors.

14     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.

15     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 re
-elected as the company's auditor for the financial year 2022. The firm of
authorized public accountants Deloitte Oy has notified that APA Jukka
Vattulainen will act as the auditor with principal responsibility.

The recommendation of the Audit and Risk Committee is included in the proposal
of the Board of Directors that is available on www.tietoevry.com/agm.

16     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 number 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 28 April 2023.

17     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 number of shares to be issued based on the authorization (including
shares to be issued based on the special rights) shall not exceed 11 800000
shares, which currently corresponds to approximately 10% of all the shares in
the Company. However, out of the above maximum number of shares to be issued no
more than 950000 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 28 April 2023.

18     Amendment to the Articles of Association

On 19 January 2022, the Company published its renewed brand and identity, which
included a new logo for the Company. In order to align the Company’s business
name with the new brand and logo, the Board of Directors proposes to the Annual
General Meeting that section 1 of the Articles of Association be amended to read
as follows:

“1 § Company name and domicile

The company name in Finnish is Tietoevry Oyj, in Swedish Tietoevry Abp and in
English Tietoevry Corporation.

The domicile of the company is Espoo, Finland.”

19     Closing of the meeting

B. Documents of the Annual General Meeting

The proposals for decisions relating to the agenda of the Annual General
Meeting, this notice, the Remuneration Report 2021 of TietoEVRY Corporation, as
well as the annual report, the report of the Board of Directors and the
auditor’s report are available on the Company’s website www.tietoevry.com/agm. A
copy of the annual report will be sent to shareholders upon request. The minutes
of the meeting will be available on the Company’s website at the latest on 7
April 2022.

C. Instructions for the participants in the Annual General Meeting

In order to limit the spread of the Covid-19 pandemic, the Annual General
Meeting will be held without the presence of shareholders or their
representatives at the meeting venue. The shareholders of the Company and their
proxy representatives may participate in the Annual General Meeting and exercise
their rights as shareholders only through voting in advance as well as by making
counterproposals and presenting questions in advance as instructed below.

1 Shareholders registered in the shareholders’ register

Each shareholder, who is registered on 14 March 2022 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 may not participate in the
Annual General Meeting in any other manner than by voting in advance as
described below and by making counterproposals and presenting questions in
advance.

2 Notice of participation and voting in advance

The registration period and advance voting period commence on 8 March 2022 at 10
a.m. (EET), when the deadline for delivering counterproposals to be put to a
vote has expired. A shareholder, who is registered in the Company’s
shareholders’ register and who wishes to participate in the Annual General
Meeting by voting in advance, must register for the Annual General Meeting by
giving a prior notice of participation and by delivering his/her votes in
advance. Both the notice of participation and votes have to be received by no
later than on 18 March 2022 at 4 p.m. (EET).

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 Euroclear Finland
Oy will be used only in connection with the Annual General Meeting and with the
processing of related registrations.

Shareholders with a Finnish book-entry account can register and vote in advance
on certain matters on the agenda during the period 8 March 2022 at 10 a.m.–18
March 2022 at 4 p.m. (EET) in the following manner:

· on the website: www.tietoevry.com/agm. For natural persons, the electronic
voting in advance requires secured strong electronic authentication and the
shareholder may register and vote by logging in with his/her Finnish online
banking codes or a mobile certificate.

For shareholders that are legal persons, no strong electronic authentication is
required. However, shareholders that are legal persons must notify their book
-entry account number and other required information. If a shareholder that is a
legal person uses the electronic Suomi.fi authorization, registration requires a
strong electronic identification from the authorized person, which works with
bank IDs or a mobile certificate.

The terms and other instructions concerning the electronic voting are available
on the Company’s website www.tietoevry.com/agm.

· by regular mail or e-mail: A shareholder may deliver an advance voting form
available on the Company’s website www.tietoevry.com/agm to Euroclear Finland Oy
by regular mail to Euroclear Finland Oy, Yhtiökokous, P.O. Box 1110, FI-00101
Helsinki, Finland or by e-mail to [email protected].

The advance voting form will be available on the Company’s website no later than
on 8 March 2022 at 10 a.m. (EET). A representative of the shareholder must in
connection with delivering the voting form produce a dated proxy document or
otherwise in a reliable manner demonstrate his/her right to represent the
shareholder at the Annual General Meeting. If a shareholder participates in the
Annual General Meeting by delivering votes in advance to Euroclear Finland Oy,
the delivery of the votes shall constitute due registration for the Annual
General Meeting. The terms and other instructions concerning the voting by
regular mail or e-mail are available on the Company’s website
www.tietoevry.com/agm. Further information is available by telephone at +358 40
716 5920 during weekdays between 9 a.m.-12 noon.

3 Proxy representative and powers of attorney

Shareholders may participate in the Annual General Meeting through a proxy
representative. A proxy representative of a shareholder must also vote in
advance in the manner described in this notice.

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. If a shareholder participates in the Annual General
Meeting by means of several proxy representatives representing the shareholder
with shares in different securities accounts, the shares in respect of 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 to Euroclear Finland Oy,
Yhtiökokous, P.O. Box 1110, FI-00101 Helsinki, Finland or by e-mail to
[email protected] before the end of the registration period by which the
proxies must be received.

A shareholder that is a legal person can also use Suomi.fi e-Authorizations
service in Euroclear Finland Oy's Annual General Meeting service instead of the
traditional power of attorney. In this case, the entity authorizes a proxy
nominated by it in Suomi.fi e-Authorizations at www.suomi.fi/e-authorizations
using the proxy “Representation at the Annual General Meeting”. In connection
with Euroclear Finland Oy's Annual General Meeting service, the authorized
person must identify himself or herself with strong electronic identification in
connection with the registration, after which the electronic authorization will
be checked automatically. Strong electronic identification works with bank IDs
or mobile certificates. Further information at www.suomi.fi/e-authorizations.

4 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 14 March 2022, 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 21 March 2022 by 10a.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 21 March 2022 by 10 a.m. In addition, the account management organisation of
the custodian bank must see to the voting in advance on behalf of a nominee
-registered shareholder within the registration period applicable to nominee
-registered shares.

Further information on the Annual General Meeting is available on
www.tietoevry.com/agm.

5 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 be registered
in the shareholders’ register maintained by Euroclear Sweden AB no later than on
14 March 2022.

Shareholders whose shares are nominee-registered 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
temporarily reregistered under their own names in the register of shareholders
maintained by Euroclear Sweden AB, and procure that the custodian sends the
request for temporary registration to Euroclear Sweden AB on their behalf. Such
reregistration must be made as of 14 March 2022 and the custodian must therefore
be notified well in advance.

Also shareholders, whose share are registered in the shareholders’ register
maintained by Euroclear Sweden AB may only participate in the meeting and
exercise their rights as shareholders through voting in advance and by making
counter-proposals and questions in advance.

Shareholders with a Swedish book-entry account can register and vote in advance
on certain matters on the agenda during the period 8 March - 16 March 2022
either by regular mail or email.

· A shareholder may deliver an advance voting form available on the Company’s
website tietoevry.com/agm to Euroclear Sweden AB by regular mail using the
following address: “TietoEVRY Oyj AGM 2021”, c/o Euroclear Sweden AB, Box 191,
SE-101 23 Stockholm, Sweden or by e-mail to [email protected].
· The advance voting form will be available on the Company’s website no later
than on 8 March 2022 at 10 a.m. (EET). A representative of the shareholder must
in connection with delivering the voting form produce a dated proxy document or
otherwise in a reliable manner demonstrate his/her right to represent the
shareholder at the Annual General Meeting. If a shareholder participates in the
Annual General Meeting by delivering votes in advance to Euroclear Sweden AB,
the delivery of the votes shall constitute due registration for the Annual
General Meeting. The terms and other instructions concerning electronic voting
or voting by regular mail or e-mail are available on the Company’s website
www.tietoevry.com/agm.

Further information on attending the Annual General Meeting is available on
www.tietoevry.com/agm.

6 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 14 March 2022.

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 14 March 2022 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 2022 at 16.00 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.
Also shareholders, whose share are registered in Verdipapirsentralen ASA (VPS)
Securities System may only participate in the meeting and exercise their rights
as shareholders through voting in advance and by making counter-proposals and
questions in advance.
Further information on attending the Annual General Meeting is available on
www.tietoevry.com/agm.

7 Further instructions and information

Shareholders holding at least one hundredth of all of the shares in the Company
have the right to make a counterproposal to the proposals for resolutions on the
agenda of the Annual General Meeting, which will be put to a vote. Such
counterproposals must be delivered to the Company by e-mail to [email protected]
by no later than 7 March 2022 at 4 p.m. (EET). Shareholders making a
counterproposal must in connection with delivering the counterproposal present
evidence of his/her shareholdings. The counterproposal will be considered at the
Annual General Meeting, provided that the shareholder has the right to
participate in the Annual General Meeting and that the shareholder holds shares
corresponding to at least one hundredth of all of the shares in the Company on
the record date of the Annual General Meeting. If the counterproposal will not
be taken up for consideration at the Annual General Meeting, the votes given in
favour of the counterproposal will not be taken into account. The Company will
publish possible counterproposals to be put to a vote on the Company‘s website
www.tietoevry.com/agm by no later than 8 March 2022 at 10 a.m. (EET).

A shareholder may present questions pursuant to Chapter 5, Section 25 of the
Finnish Companies Act until 11 March 2021 by e-mail to [email protected] or by
mail to the address TietoEVRY Oyj, Legal/AGM, P.O. Box 2, FI-02101 Espoo,
Finland. Such questions by shareholders, responses to such questions by the
Company‘s management as well as other counterproposals than those put up to a
vote on are available on the on the Company‘s website www.tietoevry.com/agm by
no later than 15 March 2022. As a prerequisite for presenting questions or
counterproposals, a shareholder must present sufficient evidence to the Company
of his/her shareholdings.

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

On the date of this notice to the Annual General Meeting the total number of
shares and votes in TietoEVRY Corporation is 118425771, and the Company has in
its possession 152 587 own shares. These shares are not entitled to exercising
voting right at the meeting.

The meeting will include presentations both in Finnish and in English, and
simultaneous translations will be available into English and as necessary into
Finnish in the webcast. Further instructions on the webcast and other
arrangements of the Annual General Meeting are available on
www.tietoevry.com/agm.

2 March 2022

TietoEVRY Corporation

Board of Directors

For further information, please contact:

Esa Hyttinen, Deputy General Counsel, tel. +358 40 766 6196, firstname.lastname
(at) tietoevry.com

DISTRIBUTION

NASDAQ Helsinki

NASDAQ Stockholm

Oslo Børs

Principal Media

Tietoevry creates purposeful technology that reinvents the world for good. We
are a leading technology company with a strong Nordic heritage and global
capabilities. Based on our core values of openness, trust and diversity, we work
with our customers to develop digital futures where businesses, societies, and
humanity thrive.

Our 24 000 experts globally specialize in cloud, data, and software, serving
thousands of enterprise and public sector customers in more than 90 countries.
Tietoevry’s annual turnover is approximately EUR 3 billion and the company’s
shares are listed on the NASDAQ exchange in Helsinki and Stockholm, as well as
on Oslo Børs. www.tietoevry.com

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