Proposal of the Board of Directors of TietoEnator Corporation to the Annual General Meeting on 21 March 2002

Proposal of the Board of Directors of TietoEnator Corporation to the Annual General Meeting on 21 March 2002 The Board of Directors of TietoEnator Corporation will propose to the Annual General Meeting that the following matters be decided: 1 Nullification of repurchased shares That the Company's share capital be reduced by nullifying the Company's shares repurchased by the Company in the following manner: The share capital will be reduced in order to nullify the Company's own shares. The share capital will be reduced by an amount corresponding to the book value of at least 871,060 shares, i.e. by at least EUR 871,060. The amount corresponding to the reduction in share capital will be transferred from the share capital to the share premium fund. Hence, the reduction of share capital will have no effect on shareholders' equity. All the Company's shares (at least 871,060 shares) bought back by the Company based on the authorization granted to the Board of Directors by the Annual General Meeting on 22 March 2001 will be nullified without charge. Since the share capital is reduced by nullifying the Company's shares purchased by the Company itself, the share capital will not be reduced in proportion to shareholders' holdings. The reduction in share capital will affect the distribution of share ownership and voting rights by decreasing the total number of shares by altogether at least 871,060 shares. Individuals belonging to the inner circle of the Company own 0.095 % of the Company's share capital and voting rights before its reduction and 0.096 % after its reduction. The reduction in share capital will have no effect on the bond warrants and their rights issued by the Company. 2 Board's authorization to purchase the Company's own shares That the Board of Directors be authorized to purchase the Company's own shares on the following terms and conditions: 1. The Company's own shares shall be purchased if necessary in order to develop the Company's capital structure and to reduce its negative gearing (net borrowing in relation to shareholders' equity); 2. Shares may be purchased to the extent that the total book counter- value of the purchased shares, or the total number of votes carried by the shares after their purchase, does not exceed 5 % of the Company's share capital or total number of votes. The shares may be purchased by using only funds available for distribution. The purchase price will then reduce the Company's distributable funds; 3. Since in practice it will be impossible to purchase shares from the Company's existing shareholders in proportion to their holdings, shares shall not be purchased in proportion to their holdings but shall be purchased through public trading on the Helsinki Exchanges; 4. The shares will be purchased at the market price formed during public trading. The purchase price of the shares will be paid to the sellers within the payment period stipulated by the rules of the Helsinki Exchanges and the Finnish Central Securities Depository Ltd; 5. The authorization shall be in force for one year from the close of the Annual General Meeting, i.e. until 21 March 2003; 6. The Company's share capital totals EUR 83,757,348 and there are altogether 83,757,348 shares. The shares have no nominal value. The book counter-value of each share is EUR 1. Should all the warrants attached to previously issued bonds with warrants be exercised to subscribe for new shares, the Company's share capital may be increased by at most 4,033,663 shares during the period of authorization. Should all the rights to shares be exercised and taking into consideration the nullification of the Company´s own shares as decided above, the total number of shares may increase to at most 86,919,951. This means that at most 4,345,998 shares may be purchased under the authorization. Since the Company has only one share series and each share carries one vote, the purchased shares would reduce the number of issued shares and the number of votes at general shareholders' meetings by at most 5 % of the Company's total number of shares and votes. 7. The persons belonging to the Company's inner circle, as defined in the Companies Act, currently own 0.095 % of the Company's total share capital and the voting rights. Should their holdings remain unchanged, and taking into consideration the nullification of the Company's own shares as decided above and should all the warrants attached to previously issued bonds with warrants be exercised to subscribe for new shares, and should the Company purchase the maximum amount of shares permitted by the authorization, i.e. 5 % of the total number of shares, the members of the Company's inner circle will own 0.092 % of the Company's share capital and the voting rights before the Company purchases its own shares and 0.096 % after the purchase of own shares. 3 Board's authorization to issue shares etc. That the Board of Directors be authorized for one year from the close of the Annual General Meeting, i.e. until 21 March 2003, to decide: 1. to raise the Company's share capital through a rights issue in one or several installments, disapplying the pre-emptive subscription rights of shareholders and, if required, in exchange for consideration in kind or on other specific conditions or exercising the right of set-off, such that shares are offered for subscription at the Board's decision and at a price exceeding the book counter-value of the shares and on other terms and conditions decided by the Board. 2. to issue option rights in one or several installments, disapplying the pre-emptive subscription rights of shareholders, such that the share options are offered for subscription on the terms and conditions decided by the Board. 3. to raise one or several convertible bond loans denominated in euros or another currency disapplying the pre-emptive subscription rights of shareholders and, if required, in exchange for consideration in kind, such that the convertible bond or bonds are offered for subscription on the terms and conditions decided by the Board. Based on this authorization the share capital may be increased by at most EUR 16,751,469. Shareholders' pre-emptive subscription rights will be disapplied with the purpose of safeguarding the Company's ability to develop its operations, both in the domestic and in the international markets, in order to enable and to finance both the acquisition of companies and business operations and also other cooperative arrangements. Shareholders' pre-emptive rights with respect to share subscriptions, share options or convertible bonds may be disapplied only if the Company has strong financial grounds for doing so. Such a decision may not be made in the interests of the Company's inner circle. Based on this authorization the Board may decide to raise the share capital by issuing new shares, share options or convertible bonds to the extent that the share capital increases and the votes carried by such shares do not exceed one-fifth (1/5th) of the Company's total issued share capital and aggregate number of votes carried by the shares at the time of the authorization and the Board's decision to raise the share capital or raise a loan. 4 Stock option plan to Group employees That a stock option plan be issued in accordance with the enclosed attachment. The Board proposes to offer stock option for subscription by the personnel and managers of TietoEnator Corporation and its Group and majority-owned companies based on performance of employee and by Company's wholly owned subsidiary. The warrants entitle personnel to subscribe total 1,800,000 shares by most, corresponding to EUR 1,800,000 increase in share capital by most. The shareholders' pre-emptive right to subscription is being deviated from since the Stock Options are intended to form a part of the Group's management and employee incentive program. In the Board's opinion there exists a weighty financial reason for deviation. The Board proposes that the subscription price be based on the market price of the share. The subscription price is the trading volume weighted average share price between 1 February 2002 and 28 February 2002 the aforementioned days included. Some of the persons entitled to subscribe for shares with these stock options are members of the Company's inner circle. The aggregate number of shares owned by such persons, as well as the shares subscribable under previously issued stock options in their possession, represent 0.165 % of the Company's total share capital and voting rights. Should such persons exercise all the stock options offered to them to subscribe for shares and should the rights issue in other respects be subscribed in full, the said holdings could rise to at most 0.544 % of the Company's share capital and the voting rights. The proposed stock option plan forms part of the Group's remuneration and incentive scheme and follows on from the convertible bonds offered to Group employees in 1989 and the bonds with warrants offered to Group employees in 1996, 1998, 1999 and 2000. Espoo, 13 February 2002 TietoEnator Corporation Board of Directors Olof Lund Bengt Braun Elisabeth Eriksson Thomas Falk Kalevi Kontinen Matti Lehti Olli Martikainen Kaj-Erik Relander Pirjo-Liisa Salo Anders Ullberg ENCLOSURES 1. Auditors' statement on the reasons for reducing the share capital 2. Auditors' statement on the principles for determining the purchase price of the Company's own shares and on the grounds mentioned in the Board of Directors' proposal to purchase the Company's shares 3. Auditors' statement on the principles, with respect to the proposed Board's authorization, for determining the subscription price of the shares, and their statement on the grounds for disapplying shareholders' pre-emptive subscription rights 4. Terms and conditions of stock options 2002 5. Auditors' statement on the principles for determining the subscription price of the shares according to the terms and conditions of the stock options, and their statement on the grounds for disapplying shareholders' pre-emptive subscription rights TietoEnator Oyj Terms and conditions of stock options 2002 The Board of Directors of TietoEnator (hereinafter the 'Board of Directors') resolved on February 13, 2002 to propose to the Annual General Meeting of TietoEnator Oyj (hereinafter the 'Company') to be held on March 21, 2002 that stock options be issued under the following terms and conditions (hereinafter the 'Stock Options'): I Issue of stock options 1 Number of Stock Options The total number of Stock Options to be issued under this plan shall be a maximum of 1,800,000. The issued Stock Options entitle to subscribe, in total, for a maximum of 1,800,000 shares of the Company. 2 Distribution of Stock Options The Stock Options shall be issued to such persons belonging to the management and personnel of the Company, its subsidiaries and majority owned companies (hereinafter the 'Group') based on performance of employee as decided by the Board of Directors of the Company. The right to subscribe for the Stock Options is personal and cannot be assigned. The Stock Options that are not issued to management and personnel of the Group may be issued to a wholly owned subsidiary of the Company for later distribution to the Group's management and employees. The subsidiary shall not have the right to subscribe for shares in the Company by virtue of the Stock Options. The shareholders' pre-emptive right to subscription is being deviated from since the Stock Options are intended to form a part of the Group's management and employee incentive program. The offer of Stock Options is based solely on the discretion of the Company. The Stock Options or the underlying shares do not constitute a part of the employee's salary or a benefit in kind, nor should be regarded as such. 3 Subscription of Stock Options The subscription period for the Stock Options is from April 15, 2002 to April 19, 2002. The Stock Options are issued free of charge. The Company shall notify in writing the persons, to whom the Stock Options are offered, of the offer to grant Stock Options and the number of Stock Options available to each such person. The subscription place for the Stock Options is PCA Corporate Finance Oy. The Stock Options shall be distributed to persons belonging to the management and personnel of the Company or the Group as resolved by the Board of Directors. The Board of Directors decides upon the approval of the subscriptions of the Stock Options. 4 Stock Options and the Book-Entry System The Stock Options will be divided into two series marked with letter A and letter B. The Board of Directors will decide upon the number of Stock Options in each series. The Board of Directors shall have right to convert Stock Options held by the subsidiary from one series to another. All Stock Options carry the same rights except for the commencing of the share subscription period defined in Section II.2. The right of non- Finnish employees of the Group to subscribe for the Stock Options may be limited or subject to additional terms on the basis of local securities laws, tax laws and other regulations. The Stock Options shall be issued in the book-entry system. The Stock Options shall be registered in the book-entry account of the subscriber on or around May 31, 2002, at the latest. The Stock Options shall be subject to a transfer restriction as described in Sections II.5 and II.10 of these terms and conditions. The aforementioned restrictions shall be registered with the book-entry system as determined by the Board of Directors. II Terms and conditions of the share subscription 1. Right to Subscribe for New Shares Each Stock Option entitles its holder to subscribe for one (1) share in the Company. The counter book value of one share is EUR 1. As a result of the subscriptions, the number of shares of the Company may be increased by a maximum of 1,800,000 new shares and the share capital of the Company by a maximum of EUR 1,800,000. 2 Share Subscriptions and Payment The share subscription period will commence - with Stock Options A on December 1, 2005, and - with Stock Options B on December 1, 2006. The share subscription period will end for all Stock Options on June 30, 2009. The share subscription shall take place at the head offices of the Company or in another location to be determined by the Board of Directors. Payment of shares shall be effected on subscription. In certain jurisdictions, the share subscription can be conditioned upon the Stock Option holder's satisfaction of taxes or other conditions as determined by the Board of Directors. The Board of Directors may suspend the share subscription for a determined period of time due to significant reasons. 3 Share Subscription Price The share subscription price is the trading volume weighted average share price between February 1, 2002 and February 28, 2002 aforementioned days included. The amount of the dividend decided after the February 28, 2002 but before share subscription will be deducted from the share subscription price of stock options as per the dividend record date. The subscription price of the shares shall, however, always amount to at least the counter book value of the share. 4 Registration of Shares Shares subscribed and fully paid for shall be registered in the book- entry account of the subscriber. 5 Prohibition to Transfer Stock Options and Obligation to Offer Stock Options The Stock Options for which the share subscription period in accordance with Section II.2 has not commenced, may not be transferred to a third party, pledged, or disposed in any other way without consent of the Company. The consent of the Company is given by the Board of Directors. After the share subscription period has commenced, the Stock Options are freely transferable. The Board of Directors may, however, decide that in certain specified jurisdictions, the Stock Options may not be transferred at all or set any other restrictions to the transferability or disposability of the Stock Options. Should a Stock Option holder cease to be employed by or in the service of the Group such person will be obliged without delay to offer to the Company free of charge those Stock Options for which the share subscription period referred to in Section II.2 has not yet commenced on the last day of such person's employment or service, unless otherwise determined by the Board of Directors. The Company is entitled, regardless of whether the Stock Options have been offered to the Company or not, to (i) have such Stock Options annulled on the basis of a resolution to such effect by the Board of Directors or (ii) to seek for transferral of such Stock Options from the Stock Option holder's book- entry account to a book-entry account designated by the Company. The Board of Directors has right to offer such Stock Options further to the management and personnel of the Group pursuant to these terms and conditions. Should a subscriber cease to be employed by or in the service of the Company Board of Directors may decide that subscriber has to exercise all or some of the Stock Options before the date set and as determined by the Board of Directors. 6 Shareholder Rights Shares shall entitle to dividend, if any, for the financial year in which the subscription takes place. Other shareholder rights shall commence when the increase of the share capital has been entered into the Finnish Trade Register. 7 Issues of Shares, Convertible Bonds, Bond Loans with Stock Options and Stock Options Before Share Subscription Should the Company, before the share subscription, increase its share capital through an issue of new shares, convertible bonds, bond loans with stock options or stock options in accordance with shareholders' pre- emptive subscription right, a Stock Option holder shall have the same or equal right as a shareholder. Equality is reached in the manner determined by the Board of Directors by adjusting the amount of shares available for subscription, the subscription price or both. Should the Company, before the share subscription, increase its share capital by way of a bonus issue, the subscription ratio shall be amended so that the relative proportion of shares available for subscription under the Stock Options of the entire share capital remains unchanged. If the number of shares that can be subscribed by virtue of one Stock Option should be a fraction, the fractional part shall be taken into account by reducing the subscription price. 8 Rights of the Holder of the Stock Options in Certain Cases Should the Company, prior to the subscription for the shares, reduce its share capital for purposes other than those set forth in Chapter 6, Section 1, Paragraph 1, Subparagraphs 1, 4 or 5 of the Finnish Companies Act, the subscription right of the holder of the Stock Options shall be changed accordingly in the manner set out in the resolution regarding the reduction of the share capital. A reduction of the share capital for purposes referred to in Chapter 6, Section 1, Paragraph 1, Subparagraphs 1, 4 or 5 of the Finnish Companies Act, shall not affect the subscription rights pertaining to the Stock Options. Should the Company prior to the expiry of the subscription period under the Stock Options acquire its own shares in proportion to the existing shareholdings, the holders of the Stock Options shall have the same or equivalent rights as the shareholders. Equality shall be maintained in a manner decided by the Board of Directors, either by changing the number or subscription price of the shares to be subscribed for under the Stock Options, or both, or alternatively by allowing the holder of the Stock Options to exercise the right to subscribe prior to the acquisition, during a period to be determined by the Board of Directors of the Company. In the event that the Company acquires its own shares otherwise than in proportion to the holdings of the shareholders, this shall not have an effect on the subscription rights conferred by the Stock Options. Should the Company be placed in liquidation, the holders of the Stock Options shall be given an opportunity to exercise their subscription rights during a period to be determined by the Board of Directors of the Company, such period commencing no later than one month after the placing in liquidation. Should a shareholder's holding, as referred to in Article 16 of the Articles of Association of the Company, amount to or exceed 33 1/3 per cent or 50 per cent of the Company's shares or of the aggregate voting rights in the Company as set out in the Articles of Association of the Company, thus creating an obligation to redeem the other outstanding shares, the holders of the Stock Options shall be given an opportunity to exercise their subscription rights during a period to be determined by the Board of Directors of the Company, such period commencing no later than one month after the Board of Directors was informed about the holding. Should the event referred to in Chapter 6, Section 6 of the Finnish Securities Market Act arise, creating an obligation to redeem the outstanding shares, the holders of the Stock Options shall be given an opportunity to exercise their subscription rights during a period to be determined by the Board of Directors of the Company, such period commencing no later than one month after the Board of Directors was informed about the redemption obligation. Should the event referred to in Chapter 14, Section 19 of the Finnish Companies Act arise whereby a shareholder holds more than 90 per cent of the shares and of the voting rights in the Company, thus creating a right and obligation to redeem the outstanding shares, the holders of the Stock Options will be given an opportunity to exercise their subscription rights during a period to be determined by the Board of Directors of the Company, after which no subscription right exists. Should the Company change from a public limited company into private limited company prior to the subscription period under the Stock Options expires, the holders of the Stock Options will be given an opportunity to exercise their subscription rights during a period to be determined by the Board of Directors of the Company. In the event that the Company merges with another company in whatever form or demerges, the Board of Directors of the Company shall give the holders of the Stock Options the opportunity to subscribe for the shares prior to the merger or demerger during a period determined by the Board of Directors, after which the right to subscribe will become void. Alternatively, the Board of Directors may give the holders of the Stock Options the right to subscribe for stock options issued, under the same terms and entitlements, by the acquiring company or the company to be formed in a combination merger or demerger on the same principles that the shareholders have been given shares of the acquiring or new company, as set forth in the merger or demerger plan. Should the number of the shares be changed so that the share capital shall remain unchanged, the subscription terms and conditions shall be amended so that the aggregate proportion of the shares to be subscribed for of all the shares in the Company and their aggregate subscription price will remain unchanged. 9 Dispute Resolution Disputes arising in relation to these Stock Options shall be settled by arbitration in accordance with the Rules of the Arbitration Board of the Finnish Central Chamber of Commerce. The arbitral tribunal shall be composed of one arbitrator. 10 Miscellaneous The Board of Directors shall decide on other aspects related to the subscription of the Stock Options and shares and allocation thereof. The documents related to the Stock Options and share subscription shall be available for inspection at the head offices of the company in Espoo, Finland. The Board of Directors of the Company will have a right to take any measures as it considers necessary to meet any legal payment or other liability in respect of the Stock Options, or to enhance administration of the Stock Options. The Company has the right e.g. to restrict the transferability of the Stock Options or to deduct a necessary amount from the proceeds resulting from the exercise of the Stock Options of a Stock Option holder or the sales of the shares subscribed for with the Stock Options to meet withholding liabilities, and the right to transfer, without the consent of the Stock Option holder, Stock Options from the book-entry account of the Stock Option holder to an account designated by the Company to be held on such account on behalf of the Stock Option holder. These terms and conditions and all aspects related to the Stock Options and subscription shall be construed in accordance with and governed by Finnish law. These terms and conditions have been prepared in Finnish, Swedish and English. In case of any discrepancy between the different texts, the Finnish text shall be decisive. With over 10,000 employees and annual net sales of EUR 1.1 billion, TietoEnator is a leading supplier of high value-added IT services in Europe. TietoEnator specialises in consulting, building and hosting its customers' business operations in the digital economy. The Group's services are based on a combination of deep industry-specific expertise and latest information technology. www.tietoenator.com TIETOENATOR CORPORATION DISTRIBUTION Helsinki Exchanges Stockholm Stock Exchange Principal Media ------------------------------------------------------------ This information was brought to you by Waymaker http://www.waymaker.net The following files are available for download: http://www.waymaker.net/bitonline/2002/02/14/20020214BIT00130/bit0001.doc http://www.waymaker.net/bitonline/2002/02/14/20020214BIT00130/bit0001.pdf