Tietoevry Corporation STOCK EXCHANGE RELEASE 12 February 2026 at 3 p.m. EET
Notice is given to the shareholders of Tietoevry Corporation (“Tieto” or the
"company") to the Annual General Meeting to be held on Tuesday 24 March 2026 at
4 p.m. (Finnish time) at Tieto's premises, address Keilalahdentie 2-4, 02150
Espoo, Finland. The reception of attendees who have registered for the meeting
and the distribution of voting tickets will commence at the meeting venue at 3
p.m. (Finnish time).
Shareholders can also exercise their right to vote by voting in advance.
Instructions for advance voting are presented in this notice under section C.
Shareholders registered to the Annual General Meeting may also follow the
meeting through a webcast. Additional information regarding the webcast is
presented in this notice under section C. It is not possible to present
questions, make proposals, speak or vote through the webcast, and following the
meeting through the webcast is not considered as participation in the Annual
General Meeting or exercise of shareholder rights under the Finnish Companies
Act.
Further information on the Annual General Meeting is available on the company's
website at tietoevry.com/agm.
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 2025
· CEO review
· The annual accounts, the report of the Board of Directors (which includes
the sustainability statement), the auditor's report and the sustainability
reporting assurance report are available on the company's website at
tietoevry.com/agm.
7 Adoption of the annual accounts
8 Resolution on the use of the profit shown on the balance sheet and the
distribution of dividend
The Board of Directors proposes to the Annual General Meeting that, based on the
balance sheet to be adopted for the financial year, which ended 31 December
2025, a dividend in the total amount of EUR 0.88 per share be paid from the
distributable funds of the company in two instalments as follows:
· The first dividend instalment of EUR 0.44 per share in aggregate shall be
paid to shareholders who on the record date for the first dividend instalment on
26 March 2026 are registered in the shareholders' register maintained by
Euroclear Finland Oy or the registers maintained by Euroclear Sweden AB or
Euronext Securities Oslo/Verdipapirsentralen ASA (VPS). For shareholders whose
shares are registered with Euroclear Finland Oy, the payment date is on 2 April
2026. Outside of Finland, the first instalment is paid to shareholders in
accordance with the practices of Euroclear Sweden AB and VPS, and may occur at a
later date.
· The second dividend instalment of EUR 0.44 per share in aggregate shall be
paid to shareholders who on the record date for the second dividend instalment
on 23 September 2026 are registered in the shareholders' register maintained by
Euroclear Finland Oy or the registers maintained by Euroclear Sweden AB or
Euronext Securities Oslo/Verdipapirsentralen ASA (VPS). For shareholders whose
shares are registered with Euroclear Finland Oy, the payment date is on 2
October 2026. Outside of Finland, the second instalment is paid to shareholders
in accordance with the practices of Euroclear Sweden AB and VPS, and may occur
at a later date. The Board of Directors also proposes that the Annual General
Meeting would authorize the Board of Directors to decide, if necessary, on a new
record date and payment date for the second dividend instalment, for example if
the rules of Euroclear Finland Oy or statutes applicable to the Finnish book
-entry system change or otherwise so require.
Dividends payable to Euroclear Sweden-registered shares will be forwarded by
Euroclear Sweden AB and paid in Swedish crowns. Dividends payable to VPS
-registered shares will be forwarded by Nordea Bank Plc's branch in Norway and
paid in Norwegian crowns.
9 Resolution on the discharge of the members of the Board of Directors and
the CEO from liability
10 Presentation and adoption of the Remuneration Report
The Board of Directors presents the Remuneration Report for the company's
governing bodies for the financial year 2025 and proposes that the Annual
General Meeting adopts the report through an advisory decision. The published
Remuneration Report and the company's current Remuneration Policy are available
on the company's website at tietoevry.com/agm.
11 Resolution on the 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 the 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 their 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.
12 Amendment of the Articles of Association
The Board of Directors proposes that the Annual General Meeting would decide to
amend the company's Articles of Association as follows:
· Amendment of Section 1 concerning the company name and domicile by changing
the company's name from Tietoevry Oyj to Tieto Oyj;
· Amendment of Section 3 concerning the Board of Directors by adding
provisions regarding the election of the Vice Chairperson of the Board of
Directors; and
· Amendment of Section 10 concerning the Annual General Meeting by adding a
decision on the election of the Vice Chairperson as a matter to be considered at
the Annual General Meeting.
According to the proposal, Section 1 of the Articles of Association would read
in its entirety 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, Finland.”
According to the proposal, Section 3 of the Articles of Association would read
in its entirety as follows:
“3 § Board of Directors
The company has a Board of Directors, which consists of not less than six (6)
nor more than twelve (12) members. The Chairperson and the Vice Chairperson of
the Board shall be elected by the General Meeting.
The term of the members of the Board of Directors expires at the closing of the
first AnnualGeneral Meeting following the election. Should the Chairperson or
the Vice Chairperson resign or become otherwise unable to act in such capacity
in the middle of the term, the Board of Directors shall elect a new Chairperson
or Vice Chairperson.”
Additionally, the proposed Section 10 of the Articles of Association would read
in its entirety as follows:
"10 § Annual General Meeting
The Annual General Meeting is held no later than the date determined by the
Finnish Companies Act.
At the Annual General Meeting, the following shall be
decided
1 Adoption of the annual accounts,
2 Measures called for by the profit and/or other non-restricted capital pursuant
to the adopted balance sheet,
3 Discharge from liability of the members of the Board of Directors and the
Managing Director,
4 Fees for the members of the Board of Directors, the auditor and the
sustainability reporting assurance provider,
5 Number of members of the Board of Directors,
6 The remuneration policy, if necessary,
7 Adoption of the remuneration report, and
elected
8 Chairperson, Vice Chairperson and members of the Board of Directors,
9 Auditor, and
10 Sustainability reporting assurance provider.
Additionally, other matters mentioned in the notice of the meeting shall be
considered at the Annual General Meeting."
The proposal of the Board of Directors for the amended Articles of Association
as well as a comparison against the current Articles of Association are
available in their entirety on the company's website at tietoevry.com/agm.
13 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 the
company 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 at tietoevry.com/agm.
14 Resolution on the number of 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.
15 Election of members of the Board of Directors, the Chairperson and the Vice
Chairperson
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 the Annual General Meeting resolves
to amend the Charter of the Shareholders' Nomination Board of the company as
proposed in agenda item 13, 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 2000 shares of the company 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.
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 Annual General Meeting in
2027: Björn Tjernström and Minna Kilpala with deputies Ilpo Waljus and Tommy
Sander Aldrin.
16 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.
17 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 Deloitte Oy be re
-elected as the company's auditor for the financial year 2026. Deloitte Oy has
notified the company that APA Marika Nevalainen will act as the auditor with
principal responsibility.
The Audit and Risk Committee confirms that its recommendation for the election
of the auditor is free from the influence of a third party and that the Audit
and Risk Committee has not been required to comply with a clause of the kind
referred to in paragraph 6 of Article 16 of the EU Audit Regulation (537/2014),
which would restrict the decision-making of the Annual General Meeting or the
company regarding the election of the auditor. The recommendation of the Audit
and Risk Committee is included in the proposal of the Board of Directors which
is available on the company's website at tietoevry.com/agm.
18 Resolution on the remuneration of the sustainability reporting assurance
provider
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 sustainability reporting assurance provider to be elected at
the Annual General Meeting be reimbursed according to the sustainability
reporting assurance provider's invoice and in compliance with the purchase
principles approved by the Committee.
19 Election of the sustainability reporting assurance provider
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 Deloitte Oy be re-elected as the sustainability reporting
assurance provider for the financial year 2026. Deloitte Oy has notified the
company that APA, Authorized Sustainability Auditor (ASA), Marika Nevalainen
would act as the sustainability auditor with principal responsibility.
20 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 number of own shares to be repurchased shall not exceed 11 800 000
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 2027.
21 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 Finnish Companies Act in one or more
instalments as follows:
● The number of shares to be issued based on the authorization (including
shares to be issued based on the special rights) shall not exceed 11 800 000
shares, which currently corresponds to approximately 10% of all the shares in
the company. However, out of the above maximum number of shares to be issued, no
more than 1200 000 shares, currently corresponding to approximately 1% of all of
the shares in the company, may be issued to be used 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 2027.
22 Approval of delisting of the company's shares from the Oslo Stock Exchange
The Board of Directors proposes that the Annual General Meeting resolves to
approve the delisting of the company's shares from the Oslo Stock Exchange and
authorises the Board of Directors to take all necessary measures to implement
the delisting, including filing a delisting application with the Oslo Stock
Exchange on behalf of the company.
The company's shares have been listed on the Oslo Stock Exchange as a parallel
listing since 2019. The company has conducted a review of the benefits and costs
associated with maintaining the parallel listing and has concluded that
delisting from the Oslo Stock Exchange would be in the best interests of the
company and its shareholders. The vast majority of liquidity in the Tieto shares
is concentrated on Nasdaq Helsinki which is the company's primary listing venue.
The trading volumes on the Oslo Stock Exchange have been modest, and maintaining
the parallel listing increases costs associated with Norwegian regulatory and
reporting requirements and involves annual listing fees. The Board of Directors
considers the cost of maintaining the Oslo Stock Exchange listing to be
disproportionate to the benefits from such listing and believes that delisting
would simplify the company's listing structure, reduce compliance complexity and
result in cost savings.
Tieto's shares will remain listed on Nasdaq Helsinki where the substantial
majority of the daily trading volume of Tieto's shares is conducted. The company
will continue to be subject to Finnish securities market legislation, the
regulations and rules of Nasdaq Helsinki, the Finnish Corporate Governance Code,
and applicable EU regulations, which provide comprehensive protection for
shareholders and ensure continued transparency and good governance.
Subject to approval by the Annual General Meeting, the company will file an
application for delisting with the Oslo Stock Exchange and provide timely
information to shareholders regarding the delisting process. The registration of
the company's shares with the Norwegian securities depository (VPS) will
continue to be maintained for a transitional period of at least 12 months from
the date of delisting to enable VPS shareholders to transfer their shares to the
Finnish book-entry system maintained by Euroclear Finland. The company's shares
will continue to be traded on Nasdaq Helsinki without interruption. Further
information to shareholders on the Oslo Stock Exchange and instructions for
transferring shares from VPS to the Euroclear Finland will be made available on
the company's website at tietoevry.com/en/investor-relations/shares-and
-shareholders.
23 Closing of the meeting
B. Documents of the Annual General Meeting
The proposals for decisions relating to the agenda of the Annual General
Meeting, this notice, the proposal for the amended Articles of Association, the
proposal for the amended Charter of the Shareholders' Nomination Board, the
Remuneration Report, as well as the annual accounts, the report of the Board of
Directors, the auditor's report and the sustainability reporting assurance
report for the year 2025 are available on the company's website at
tietoevry.com/agm.
The minutes of the Annual General Meeting will be available on the company's
website at tietoevry.com/agm at the latest on 7 April 2026.
C. Instructions for the participants in the Annual General Meeting
1 Registration for the Annual General Meeting and advance voting
The right to participate in the Annual General Meeting requires registration in
accordance with the instructions provided below. In addition to attending the
Annual General Meeting at the meeting venue, shareholders may also exercise
their voting rights by voting in advance on certain agenda items of the Annual
General Meeting, if they wish. Instructions for registration and advance voting
for shareholders registered in Finland, Norway, and Sweden, as well as for
holders of nominee registered shares, can be found in section C.1, subsections a
-d of this notice of the Annual General Meeting.
If shareholders who have voted in advance wish to exercise other rights under
the Finnish Companies Act, such as the right to ask questions, the right to make
proposals, the right to demand a vote, or to vote on any counter-proposals or
other proposals made at the meeting, they must participate in the Annual General
Meeting at the meeting venue either personally or through a proxy
representative.
A proposal subject to advance voting is considered to be presented unchanged at
the Annual General Meeting.
A shareholder, their legal representative, or proxy representative must be able
to verify their identity and/or authority to represent at the venue if
necessary.
Further information is available on the company's website at tietoevry.com/agm.
a) Shareholders with shares registered with Euroclear Finland Oy in Finland
Each shareholder who is registered in the company's shareholders' register
maintained by Euroclear Finland Oy on the record date of the Annual General
Meeting, 12 March 2026, has the right to participate in the Annual General
Meeting and to vote in advance. Shareholders, whose shares are registered on
their Finnish book-entry account or equity savings account, are registered in
the shareholders' register of the company.
The registration and advance voting period commences on 12 February 2026 at 3
p.m. (Finnish time). A shareholder, who is registered in the company's
shareholders' register and who wishes to participate in the Annual General
Meeting, must register for the Annual General Meeting latest on 18 March 2026 at
4 p.m. (Finnish time), by which time the registration must be received.
Shareholders whose shares in the company are registered in their personal
Finnish book-entry account or equity savings account may vote in advance during
the period 12 February 2026 - 18 March 2026 at 4:00 p.m. (Finnish time) on
certain agenda items of the Annual General Meeting in accordance with the
following instructions.
Electronic registration and advance voting
Registration and advance voting for the Annual General Meeting may be carried
out electronically at tietoevry.com/agm
● For shareholders that are natural persons, electronic registration and
advance voting require secure strong identification. Shareholders can register
by logging in with their Finnish bank credentials, mobile certificate, as well
as other required information.
● Shareholders that are legal entities can use the electronic Suomi.fi
authorization, which requires strong electronic identification from the
authorized person using bank credentials or a mobile certificate for
registration and advance voting. More information can be found at suomi.fi/e
-authorizations. However, shareholders that are legal entities are not required
to have strong electronic identification, but they must provide their book-entry
account number and other required information.
Other registration methods
Shareholders may also register for the Annual General Meeting by:
● email: agm@tieto.com
● phone: +358 50568 7386, Monday to Friday from 9:00-12:00 a.m. (Finnish
time), or
● regular mail: Tietoevry Corporation, AGM, P.O.Box 2, FI-02101 Espoo,
Finland.
When registering by phone, the requested information, such as the shareholder's
name, date of birth or business ID, contact details, and the name of any
assistant or proxy representative and the proxy representative's date of birth,
must be provided. When registering by email or regular mail please use the
registration and advance voting form available on the company's website at
tietoevry.com/agm or provide the corresponding information.
The personal data provided by shareholders to Tieto or Euroclear Finland Oy will
only be used in connection with the Annual General Meeting and with the
processing of related necessary registrations. The privacy notice is available
at tietoevry.com/agm.
Other ways to vote in advance
Shareholders may also vote in advance by submitting a completed registration and
advance voting form available on the company's website at tietoevry.com/agm to
Euroclear Finland Oy, either:
● by regular mail to Euroclear Finland Oy, General Meeting/Tietoevry,
P.O. Box 1110, FI-00101 Helsinki, Finland, or
● by email to yhtiokokous@euroclear.com.
Advance votes must be received by the end of the advance voting period.
Submitting advance votes in this manner before the end of the registration and
advance voting will be considered as registration for the Annual General
Meeting, provided that the above-mentioned information required for registration
is provided.
A legal representative or proxy representative of the shareholder must in
connection with delivering the registration and advance voting form produce a
dated proxy authorization document or otherwise in a reliable manner demonstrate
their right to represent the shareholder at the Annual General Meeting.
b) Holders of nominee registered shares
Holders of nominee registered shares have the right to participate in the Annual
General Meeting by virtue of such shares, based on which they on the record date
of the Annual General Meeting, i.e. on 12 March 2026 would be entitled to be
registered in the shareholders' register of Tieto maintained by Euroclear
Finland Oy. The right to participate in the Annual General Meeting requires, in
addition, that the shareholder on the basis of such shares has been temporarily
registered into the shareholders' register maintained by Euroclear Finland Oy no
later than on 19 March 2026 by 10 a.m. (Finnish time). As regards nominee
registered shares this constitutes due registration for the Annual General
Meeting.
For the sake of clarity, it is noted that holders of nominee registered shares
cannot directly register for the Annual General Meeting or vote in advance
electronically on the company's website. For holders of nominee registered
shares, registration and advance voting is carried out via their account
manager. The account manager may cast advance votes on behalf of the holders of
nominee registered shares that they represent in accordance with the voting
instructions provided by the holders of nominee registered shares during the
registration period for the nominee registered shares.
Changes in shareholding after the record date of the Annual General Meeting will
not affect the right to participate in the Annual General Meeting or the number
of votes of a shareholder at the Annual General Meeting.
A holder of nominee registered shares is advised to request without delay
necessary instructions from their custodian bank regarding the temporary
registration in the shareholders' register of Tieto, the issuing of proxy
authorization documents and voting instructions, as well as registration for the
Annual General Meeting and advance voting.
The account manager of the custodian bank shall temporarily register a holder of
nominee registered shares, who wants to participate in the Annual General
Meeting, into the shareholders' register of Tieto at the latest by 19 March 2026
by 10 a.m. (Finnish time) and, if necessary, take care of advance voting on
behalf of a holder of nominee registered shares prior to the end of the
registration period concerning holders of nominee registered shares.
Special instructions regarding shares registered in Sweden and Norway
For the sake of clarity, instructions for shareholders whose shares are
registered in Sweden or Norway are set out in subsections 1.c) and 1.d).
c) Shareholders with shares registered with Euroclear Sweden AB in Sweden
Shareholders whose shares are registered in the securities system maintained by
Euroclear Sweden AB and who wish to participate in the Annual General Meeting
and use their voting rights at the meeting must be registered in the
shareholders' register maintained by Euroclear Sweden AB latest on 12 March
2026. The shares of these shareholders will be re-registered in the shareholder
register maintained by Euroclear Finland Oy, provided that the shareholder has
registered for the Annual General Meeting in accordance with the instructions
below. The shareholder must register, submit any proxy authorization documents,
and, provide any advance votes in accordance with the following instructions no
later than 16 March 2026 by which time the registration, possible proxy
authorization documents, and possible advance votes must be received.
Registration can be done either by regular mail to Tietoevry AGM 2026, c/o
Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, or by email at
GeneralMeetingService@euroclear.com. When registering, the requested information
must be provided, such as the shareholder's name, date of birth or
corporate/individual identification number, contact details, the name of any
assistant or proxy representative, and the date of birth of a proxy
representative.
Shareholders whose shares are registered in a Swedish book-entry account can
vote in advance on certain agenda items of the Annual General Meeting during 12
February 2026 - 16 March 2026 either by regular mail or email by submitting the
registration and advance voting form available on the company's website at
tietoevry.com/agm to Euroclear Sweden AB by regular mail to Tietoevry AGM 2026,
c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, or by email to
GeneralMeetingService@euroclear.com.
For the sake of clarity, it is noted that shareholders whose shares are
registered with Euroclear Sweden AB in Sweden cannot directly register for the
Annual General Meeting or vote in advance electronically on the company's
website; instead, registration and advance voting information must be submitted
by regular mail or email.
The legal representative or proxy representative of the shareholder must in
connection with delivering the registration and advance voting form produce a
dated proxy authorization document or otherwise in a reliable manner demonstrate
their right to represent the shareholder at the Annual General Meeting. If the
shareholder participates in the Annual General Meeting by submitting advance
votes to Euroclear Sweden AB, the submission of advance votes will be considered
as registration for the Annual General Meeting. The advance votes must be
received by the end of the advance voting period.
Owners of shares registered in a nominee account in Sweden
Shareholders whose shares are nominee registered in Sweden and who wish to
participate in the Annual General Meeting and use their voting rights at the
meeting must instruct the nominee to re-register their shares in the
shareholders' own name in the shareholders' register maintained by Euroclear
Sweden AB in good time prior to the deadline for re-registration, which is on 16
March 2026.The shareholder must also take care of issuing of possible proxy
authorization documents and advance votes.
d) Shareholders with shares registered with Euronext Securities
Oslo/Verdipapirsentralen ASA (VPS) in Norway
To participate in the Annual General Meeting and, if desired, to vote in advance
on certain agenda items of the Annual General Meeting, the shareholder must be
registered in the shareholders' register maintained by Euronext Securities
Oslo/Verdipapirsentralen ASA (VPS) on 12 March 2026, and instruct Nordea Issuer
Services to temporarily register their shares in the shareholders' register of
Tieto maintained by Euroclear Finland Oy.
The request for temporary registration and possible voting instructions for
advance voting must be submitted in writing to Nordea Issuer Services in Norway
either by email to nis@nordea.com or by regular mail to Nordea, Issuer Services,
Postboks 1166, Sentrum, 0107 Oslo, Norway.
The request and possible voting instructions for advance voting must be received
by no later than 13 March 2026 at 12:00 p.m. (Norwegian time). Shareholders must
also take care of issuing any proxy authorization documents. Temporary
registration through Nordea Issuer Services is considered a registration for the
Annual General Meeting.
For the sake of clarity, it is noted that shareholders whose shares are
registered with Euronext Securities Oslo/Verdipapirsentralen ASA (VPS) in Norway
cannot directly register for the Annual General Meeting or vote in advance
electronically on the company's website; instead, requests for temporary
registration and any voting instructions for advance voting must be submitted to
Nordea Issuer Services by regular mail or email.
2 Proxy representatives and powers of attorney
Shareholders may participate and exercise their rights in the Annual General
Meeting also through a proxy representative. A proxy representative of a
shareholder may also vote in advance in the manner described in this notice.
Proxy representatives registering or voting in advance electronically for the
Annual General Meeting must identify themselves personally through strong
electronic authentication, after which they can register on behalf of the
shareholder they represent. The same applies to voting in advance
electronically.
· Shareholders that are natural persons can authorize a proxy representative
in connection with the electronic registration or issue the authorization
through the Suomi.fi service, in which case the representative must authenticate
themselves using strong electronic identification during registration. After
this, the electronic authorization will be automatically verified. Strong
electronic identification works with bank credentials or mobile certificates.
More information is available at suomi.fi/e-authorizations.
· If a shareholder participates in the Annual General Meeting through multiple
proxy representatives representing the shareholder's shares in different
securities accounts, the shares based on which each proxy representative
represents the shareholder must be specified in connection with the
registration.
· Shareholders that are legal entities can also use the electronic suomi.fi e
-authorization service instead of a traditional proxy authorization document. In
this case, the legal entity authorizes its designated representative in the
Suomi.fi service at suomi.fi/e-authorizations using the authorization matter
"Representation at the General Meeting". In Euroclear Finland Oy's general
meeting service, the authorized representative must authenticate themselves
using strong electronic identification in connection with the registration,
after which the electronic authorization will be automatically verified. Strong
electronic identification works with bank credentials or mobile certificates.
More information is available at suomi.fi/e-authorizations.
The proxy representative of the shareholder shall produce a dated proxy
authorization document or otherwise in a reliable manner demonstrate their right
to represent the shareholder at the Annual General Meeting. The right to
represent can also be demonstrated by using the suomi.fi authorizations service
available in the electronic registration service.
Any proxy authorization documents are requested to be submitted by regular mail
to Tietoevry Corporation, AGM, P.O. Box 2, 02101 Espoo, or by email as an
attachment in connection with the registration to agm@tieto.com no later than 18
March 2026, at 4:00 p.m. (Finnish time), by which time the proxy authorization
documents must be received. In addition to submitting proxy authorization
documents, the shareholder or their proxy representative must take care of
registration for the Annual General Meeting and, if necessary, advance voting in
the manner described in this notice.
Further information is available on the company's website at tietoevry.com/agm.
3 Following the meeting via webcast
A shareholder who has registered for the Annual General Meeting and who has the
right to participate in the Annual General Meeting may also follow the meeting
via webcast. The shareholder must provide their email address in connection with
the registration, to which a participation link and password will be sent no
later than 23 March 2026. A shareholder registered for the Annual General
Meeting can also request the link to the webcast by email from agm@tieto.com by
18 March 2026, at 4:00 p.m. (Finnish time). The request should include the name
of the registered shareholder and their email address.
It is recommended to log in to the webcast well in advance of the time the
meeting opens. Using the online connection does not require any paid software or
downloads. It is recommended to use the latest versions of the following
browsers for participation: Chrome, Edge, Firefox, or Safari. Additionally, a
computer, smartphone, or other similar device with speakers or headphones for
audio playback is required.
It is not possible to present questions, make proposals, speak or vote through
the webcast, and following the meeting through the webcast is not considered as
participation in the Annual General Meeting or exercise of shareholder rights
under the Finnish Companies Act.
More information about the webcast is available on the company's website at
tietoevry.com/agm.
4 Further instructions and information
The meeting is conducted in Finnish and will include presentations both in
Finnish and in English. Simultaneous translation will be available into English
and, as necessary, into Finnish.
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder
who is present at the Annual General Meeting has the right to request
information with respect to the matters to be considered at the Annual General
Meeting.
Changes in shareholding after the record date of the Annual General Meeting will
not affect the right to participate in the General Meeting or the number of
votes of a shareholder at the Annual General Meeting.
The information concerning the Annual General Meeting required under the Finnish
Companies Act and the Finnish Securities Market Act is available at
tietoevry.com/agm.
On the date of this notice to the Annual General Meeting the total number of
shares and votes in the company is 118 640 150, and the company holds 238572 own
shares. It is not possible to exercise voting rights at the Annual General
Meeting with the own shares held by the company.
Coffee will be served after the meeting.
12 February 2026
Tietoevry Corporation
Board of Directors
For further information, please contact:
Laura Ruoppa, Head of Corporate Governance and Compliance, tel. +358 45 114
4539, laura.ruoppa (at) tieto.com
DISTRIBUTION
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