TietoEVRY Oyj — Proxy Solicitation & Information Statement 2026

Jan 15, 2026

Tietoevry Corporation: Proposals of the Shareholders' Nomination Board to the Annual General Meeting 2026

Tietoevry Corporation: Proposals of the Shareholders' Nomination Board to the Annual General Meeting 2026

Tietoevry Corporation      STOCK EXCHANGE RELEASE      15 January 20261:00 p.m.

EET

The Shareholders' Nomination Board proposes to the Annual General Meeting

2026that the meeting would decide as follows:

1 Remuneration of the members of the Board of Directors

The Shareholders' Nomination Board proposes that the annual fees payable to the

members of the Board of Directors elected by the Annual General Meeting be as

follows:

· EUR 140 200 to the Chairperson (2025: EUR 140 200),

· EUR 75 000 to the Deputy Chairperson (2025: EUR 75 000),

· EUR 56 700 to ordinary members (2025: EUR 56 700).

In addition to these fees, it is proposed that the Chairperson of a permanent

Board committee be paid, in accordance with previous practice, an annual fee of

EUR 20 000, and a member of a permanent Board committee be paid an annual fee of

EUR 10 000. It is also proposed that the members elected by the Annual General

Meeting will be paid, in accordance with previous practice, EUR 800 for each

Board meeting and for each permanent or temporary committee meeting. Further, it

is proposed that the employee representatives elected as ordinary members of the

Board of Directors be paid an annual fee of EUR 15 600 (2025: EUR 15 600) and

the employee representatives elected as deputy members of the Board of Directors

be paid an annual fee of EUR 7 800 (2025: EUR 7 800).

The Shareholders' Nomination Board is of the opinion that increasing the long

-term shareholding of 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 their discretion, choose from

the following five alternatives:

· No cash, 100% in shares

· 25% in cash, 75% in shares

· 50% in cash, 50% in shares

· 75% in cash, 25% in shares, or

· 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 2026. 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 of 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 Nina Bjornstad, Elisabetta

Castiglioni, Marianne Dahl, Tomas Franzén, Harri-Pekka Kaukonen, Gustav Moss and

Petter Söderström be re-elected, and Mikko Kettunen be elected as a new member.

Bertil Carlsén 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. Further, the Shareholders'

Nomination Board proposes, considering that that the Annual General Meeting

resolves to amend the Charter of the Shareholders' Nomination Board of Tietoevry

Corporation as proposed below, that Marianne Dahl shall be elected as the Vice

Chairperson of the Board of Directors. All the proposed candidates have given

their consent to being elected. The term of office of the members of the Board

of Directors ends at the closing of the next Annual General Meeting.

Mikko Kettunen (born 1976), a Finnish citizen, is a seasoned executive,

professional board member and advisor at his own company, Movitz Advisory. With

over 20 years of experience in multinational environments across both project

and product businesses in listed and private companies, he brings a strong focus

on financial management, investor relations, corporate governance and ICT.

Currently, he serves as a Board member and Chair of the Audit Committee at Raute

Corporation, Fira Oy and Elcoline Group Oy. Kettunen holds an M.Sc. in Economics

and Business Administration (Finance) from the Helsinki School of Economics. He

is independent of the company and its significant shareholders. Currently,

Kettunen owns 2 000 Tietoevry shares through a legal entity which is controlled

by him and his family, and which qualifies as a person closely associated with

him.

The members of the Board of Directors proposed to be elected are independent of

the company and its major shareholders, excluding Petter Söderström, who is

independent of the company but not of one of its major shareholders, Solidium

Oy. The biographical details of the candidates and information on their holdings

are available on the company's website (https://www.tietoevry.com/en/investor

-relations/governance/board-of-directors/).

The Shareholders' Nomination Board has considered in their proposal the

composition of the Board of Directors as to its overall structure as well as the

individual members' versatile and mutually complementary professional expertise

and experience. The Shareholders' Nomination Board therefore proposes that the

Board of Directors is elected as a whole.

In addition to the above candidates, the company's personnel has elected two

members to the Board of Directors. Employees have elected the following persons

for the term of office that ends at the close of the next Annual General

Meeting: Björn Tjernström and Minna Kilpala with deputies Ilpo Waljus and Tommy

Sander Aldrin.

4 Amendment of the Charter of the Shareholders' Nomination Board

The Shareholders' Nomination Board proposes that the Annual General Meeting

resolve to amend the Charter of the Shareholders' Nomination Board of Tietoevry

Corporation as follows:

· Update the Charter to reflect the brand change from Tietoevry to Tieto.

· Revise the reference date for determining the four largest shareholders and

the deadline for aggregated holdings notifications from 31 August to 1 June.

· Combining the wording of the duties of the Shareholders' Nomination Board to

include both the responsibility to prepare and present proposals to the Annual

General Meeting.

· Explicitly include the Vice Chairperson in proposals concerning the

proposals for the board appointments.

· Update board qualification criteria by:

· Adding corporate governance expertise as a required competence.

· Replacing ESG with sustainability matters.

· Reinforcing adherence to the recommendations of the Finnish Corporate

Governance Code.

The proposal for the amended Charter of the Shareholders' Nomination Board as

well as a comparison against the current Charter of the Shareholders' Nomination

Board is available on the company's

website (https://www.tietoevry.com/en/investor-relations/governance/Shareholders

-meetings/).

5 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 29 August

2025and received evidence thereof.

The composition of the Shareholders' Nomination Board that prepared the

proposals to the AGM 2026is as follows:

Annareetta Lumme-Timonen, Investment Director, Solidium, Chairperson of the

Shareholders' Nomination Board of Tietoevry

Alexander Kopp, Investment Manager, Incentive

Jukka Vähäpesola, Head of Equities, Elo

Mikko Lantto, Chief Technology and Development Officer, Ilmarinen, and

Tomas Franzén, Chairperson of the Board of Directors, Tietoevry.

The Shareholders' Nomination Board shall report to the Annual General Meeting on

how its work was conducted.

For further information, please contact:

Jussi Tokola, General Counsel, tel. +358 40834 9376, email jussi.tokola (at)

tieto.com

Tietoevry Corporation

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NASDAQ Helsinki

NASDAQ Stockholm

Oslo Børs

Principal Media

Tietois a leading software and digital engineering services company with global

market reach and capabilities. We provide customers across different industries

with mission-critical solutions through our specialized software businesses

Tieto Caretech, Tieto Banktech and Tieto Indtech as well as Tieto Tech

Consulting business. Our around 15 000 talented vertical software, design, cloud

and AI experts are dedicated to empowering our customers to succeed and innovate

with latest technology.

Tieto's annual revenue is approximately EUR 2 billion. The company's shares are

listed on the NASDAQ exchange in Helsinki and Stockholm, as well as on Oslo

Børs. www.tieto.com