TietoEVRY Oyj — Proxy Solicitation & Information Statement 2022

Jan 31, 2022

TietoEVRY Corporation: Proposals of the Shareholders’ Nomination Board to the Annual General Meeting 2022

TietoEVRY Corporation: Proposals of the Shareholders’ Nomination Board to the Annual General Meeting 2022

TietoEVRY Corporation          STOCK EXCHANGE RELEASE         31 January 2022 at
2.00 p.m. EET

The Shareholders’ Nomination Board proposes to the Annual General Meeting 2022
that the meeting would decide as follows:

1 Remuneration of the members of the Board of Directors

The Shareholders’ Nomination Board proposes that the remuneration of the members
of the Board of Directors elected by the Annual General Meeting be annual fees
and increased by approximately 3%: EUR 128 500 to the Chairperson (2021: EUR 125
000), EUR 72 000 to the Deputy Chairperson (2021: EUR 70 000) and EUR 54 500 to
the other members (2021: EUR 53 000).

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 10 000. It is also
proposed that the 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 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 shareholding of the Board members will benefit all the shareholders.
Every member of the Board of Directors elected by the Annual General Meeting is
expected to over a five-year period accumulate 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 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
regulation or other justified reason, the company shall deliver the shares later
or pay the remuneration fully in cash.

The remuneration of the employee representatives elected as members in the Board
of Directors will be paid in cash.

2 Number of the members of the Board of Directors

The Shareholders’ Nomination Board proposes to the Annual General Meeting that
the company’s Board of Directors shall have eight members elected by the Annual
General Meeting.

3 Election of the members of the Board of Directors

The Shareholders’ Nomination Board proposes to the Annual General Meeting that
the current members of the Board of Directors 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.

It was noted that the term of office of the members of the Board of Directors
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 will be entitled to
elect members to the Board of Directors in accordance with applicable laws.
These names will be disclosed separately.

The biographical details of the candidates and information on their holdings are
available on the company’s website at www.tietoevry.com.

4 Shareholders’ Nomination Board

The Annual General Meeting 2010 decided to establish a Shareholders’ Nomination
Board to prepare proposals for the election and remuneration of the members of
the Board of Directors to the Annual General Meeting.

The Shareholders' Nomination Board comprises four members nominated by the
largest shareholders and the Chairperson of the Board of Directors. The largest
shareholders of the company were determined on the basis of the shareholdings
registered in the Finnish, Norwegian and Swedish book-entry systems on 31 August
2021 and received evidence thereof.

The composition of the Shareholders’ Nomination Board that prepared the
proposals to the AGM 2022 is as follows:

Petter Söderström, Investment Director, Solidium Oy,
Gustav Moss, Vice President, Cevian Capital AB,
Alexander Kopp, Investment Manager, Incentive AS,
Mikko Mursula, Deputy CEO, Ilmarinen Mutual Pension Insurance Company and
Tomas Franzén, Chairperson of the Board of Directors, TietoEVRY Corporation.

The Shareholders’ Nomination Board shall report to the Annual General Meeting on
how its work was conducted.

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

TIETOEVRY CORPORATION

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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