Proposals of the Board of Directors of Tieto Corporation to the Annual General Meeting to be held on 23 March 2017

Tieto Corporation STOCK EXCHANGE RELEASE 2 February 2017, 11.00 EET

1 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.

2 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.

3 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 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.  

The Audit and Risk Committee hereby 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 the 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.

4 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."

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 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.

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 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 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 2018.

Espoo, 1 February 2017

Tieto Corporation
Board of Directors

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

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Principal Media

Tieto aims to capture the significant opportunities of the data-driven world and turn them into lifelong value for people, business and society. We aim to be customers’ first choice for business renewal by combining our software and services capabilities with a strong drive for co-innovation and ecosystems.

Headquartered in Finland, Tieto has over 13 000 experts in close to 20 countries. Tieto’s turnover is approximately EUR 1.5 billion and shares listed on NASDAQ in Helsinki and Stockholm.  www.tieto.com

About Us

Tieto aims to capture the significant opportunities of the data-driven world and turn them into lifelong value for people, business and society. We aim to be customers’ first choice for business renewal by combining our software and services capabilities with a strong drive for co-innovation and ecosystems. Headquartered in Finland, Tieto has over 13 000 experts in close to 20 countries. Tieto’s turnover is approximately EUR 1.5 billion and shares listed on NASDAQ in Helsinki and Stockholm. www.tieto.com

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