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2017-02-02

Tieto: Notice to the Annual General Meeting of TietoCorporation

Tieto Corporation STOCK EXCHANGE RELEASE 2 February 2017, 11.05 EET

Notice is given to the shareholders of Tieto Corporation to the Annual
General Meeting to be held on Thursday 23 March 2017 at 4.00 p.m.
(EET) at the hotel Clarion, address Tyynenmerenkatu 2, 00220
Helsinki, 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 2016

· 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 a
dividend of EUR 1.15 per share and an additional dividend of EUR 0.22
be paid from the distributable assets for the financial year that
ended on 31 December 2016. The dividend shall be paid to shareholders
who on the record date for the dividend payment on 27 March 2017 are
recorded in the shareholders' register held by Euroclear Finland Oy
or the register of Euroclear Sweden AB. The dividend shall be paid as
from 6 April 2017.

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

10 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 will be annual fees and increased as follows:
EUR 91 000 to the Chairman (current EUR 83 000), EUR 55 000 to the
Deputy Chairman (current EUR 52 500) and EUR 36 000 (current EUR 34
500) to the ordinary members of the Board of Directors. The same fee
as to the Board Deputy Chairman will be paid to the Chairman of Board
Committee unless the same individual is also the Chairman or Deputy
Chairman of the Board. In addition to these fees it is proposed that
the member of the Board of the Directors be paid the same
remuneration of EUR 800 for each Board meeting as currently and for
each permanent or temporary committee meeting. It is the company's
practice not to pay fees to Board members who are also employees of
the Tieto Group.

The Shareholders' Nomination Board proposes that 40% of the fixed
annual remuneration be paid in Tieto Corporation's shares purchased
from the market. The shares will be purchased within two weeks from
the release of the interim report January 1-March 31, 2017. According
to the proposal, the Annual General Meeting will resolve to acquire
the shares directly on behalf of the members of the Board which is an
approved manner to acquire the company's shares in accordance with
the applicable insider rules. The Shareholders' Nomination Board is
of the opinion that increasing long-term shareholding of the Board
members will benefit all the shareholders.

11 Resolution on the number of members of the Board of Directors

The Shareholders' Nomination Board proposes to the Annual General
Meeting that the number of Board members be eight.

12 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 Kurt Jofs, Harri-Pekka
Kaukonen, Johanna Lamminen, Sari Pajari, Endre Rangnes and Jonas
Synnergren be re-elected and in addition Timo Ahopelto and Jonas
Wiström are proposed to be elected as new Board members. Markku
Pohjola and Lars Wollung have informed that they are not available
for re-election. The Shareholders' Nomination Board proposes that
Kurt Jofs shall be elected as the Chairman 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.

Timo Ahopelto (born 1975) is the co-founder of Lifeline Ventures, a
Finnish venture fund investing in early-stage companies in health,
games and technology. He was the co-founder and CEO in CRF Health,
the leader in electronic Patient Reported Outcomes for the
pharmaceutical industry, and Head of Strategy in Blyk, the first
ad-funded mobile operator. Earlier he has worked as a consultant in
McKinsey as well as a researcher in Nokia Research Center and the
Helsinki University of Technology. Timo acts as Board member in
various companies and organizations, such as the Finnish Business and
Policy Forum (EVA), Tekes and Slush Conference. He has graduated as
MSc. (Tech.) from the Helsinki University of Technology.

Jonas Wiström (born 1960) is the President and CEO of ÅF
Ångpanneföreningen, an engineering and consulting company in the
energy, industrial and infrastructure sectors. Previously, he has
held executive positions e.g. in Prevas AB, Silicon Graphics AB and
Sun Microsystems where he acted as Country Manager of Sweden. He is a
Chairman of the Board of Directors in Ratos AB, a Swedish investment
company that owns and develops unlisted medium-sized Nordic
companies. He is also the Vice Chairman of the Board in
Teknikföretagen and IVA Business Executives Council and Board member
in Business Sweden and ICC. Jonas holds a MSc. (Tech.) from the Royal
Institute of Technology in Sweden.

The biographical details of the candidates and information on their
holdings shall be available on Tieto's website at www.tieto.com/cv.

In addition to the above candidates, the company's personnel shall
appoint two members, each with a personal deputy, to the Board of
Directors. The term of office for the personnel representatives is
two years and Esa Koskinen (deputy Ilpo Waljus) and Anders Palklint
(deputy Robert Spinelli) are appointed to the Board until the Annual
General Meeting 2018.

13 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.

14 Election of 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 PricewaterhouseCoopers Oy be re-elected as the company's
auditor for the financial year 2017. The firm of authorized public
accountants PricewaterhouseCoopers Oy has notified that KHT Tomi
Hyryläinen will act as the auditor with principal responsibility.

Recommendation of the Audit and Risk Committee

The Audit and Risk Committee has prepared its recommendation in
accordance with the EU Audit Regulation and in a full-scale selection
procedure. The Committee has comprehensively assessed the received
offers against the predefined selection criteria. In addition to the
knowledge and competences, the Committee has considered the quality
and expense risk related to the change of the auditor and, on the
other hand, the integrity of the auditor. In its recommendation to
the Board of Directors, the Audit and Risk Committee placed second
the firm of authorized public accountants Ernst & Young Oy.

15 Amendment of the company's Articles of Association

The Board of Directors proposes to the Annual General Meeting that
Articles 1 and 6 of the Articles of Association of the company be
amended as follows:

"1 § Company name and domicile

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

The domicile of the company is Espoo."

"6 § Auditor

The company has one ordinary auditor who shall be an audit firm with a
KHT auditor as the auditor with principal responsibility.

The term of office of the auditor expires at the closing of the first
Annual General Meeting following his election."

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 amount of own shares to be repurchased shall not exceed 7 400 000
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 2018.

17 Authorizing the Board of Directors to decide on the issuance of shares as well as options 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 7 400 000 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 700 000 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 tra...

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