Proposals of the Board of Directors of Tietoevry Corporation to the Annual General Meeting to be held on 23 March 2023

15 Feb 2023 07:05 CET

Tietoevry Corporation            Stock Exchange Release          15 February
2023   8.05 a.m. EET

The Annual General Meeting (the "AGM") of Shareholders of Tietoevry Corporation
(the "company") shall be held on Thursday, 23 March 2023 at 4 p.m. (Finnish
time) at the company's premises, address Keilalahdentie 2-4, 02150 Espoo,
Finland.

The company will publish the notice of the AGM on or about 1 March 2023, which
will include more detailed information on participation in and voting at the
meeting. The registration period and advance voting period for the AGM are
planned to commence on 1 March 2023 at 10.00 a.m. (Finnish time).

In addition to the proposals of the Board of Directors presented below, the
proposals by the Shareholders' Nomination Board to the AGM regarding the
composition and remuneration of the Board of Directors have been disclosed by a
separate stock exchange release on 31 January 2023.

1. Distribution of dividend

The Board of Directors proposes to the AGM that, based on the balance sheet to
be adopted for the financial year, which ended 31 December 2022, a dividend in
the total amount of EUR 1.45 per share be paid from the distributable funds of
the company in two instalments as follows:

· The first dividend instalment of EUR 0.725 per share shall be paid to
shareholders who on the record date for the first dividend instalment on 27
March 2023 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). The first dividend instalment
shall be paid beginning from 5 April 2023 in accordance with the procedures
applicable in Euroclear Finland, Euroclear Sweden and the VPS.

· The second dividend instalment of EUR 0.725 per share shall be paid to
shareholders who on the record date for the second dividend instalment on 25
September 2023 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). The second dividend
instalment shall be paid beginning from 5 October 2023 in accordance with the
procedures applicable to Euroclear Finland, Euroclear Sweden and the VPS.

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.

2. Remuneration Report

The Board of Directors presents the Remuneration Report for the financial year
2022 and proposes that the AGM adopts the report. The Remuneration Report (to be
published on 1 March) and Remuneration Policy are available at
www.tietoevry.com/agm. The AGM's resolution on the adoption of the Remuneration
Report is advisory.

3. Remuneration of the auditor

The Board of Directors proposes to the AGM, in accordance with the
recommendation of the Audit and Risk Committee of the Board of Directors, that
the auditor to be elected at the AGM be reimbursed according to the auditor's
invoice and in compliance with the purchase principles approved by the
Committee.

4. Election of the auditor

The Board of Directors proposes to the AGM, 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 2023. The firm of authorized public
accountants Deloitte Oy has notified that APA Jukka Vattulainen will act as the
auditor with principal responsibility.

5. Authorizing the Board of Directors to decide on the repurchase of the
company's own shares

The Board of Directors proposes to the AGM 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 AGM, however, no longer than until 29 April 2024.

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 AGM 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 1 200 000 shares, currently corresponding to approximately 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 AGM,
however, no longer than until 29 April 2024.

7. Amendment to the Articles of Association

In order to enable the organization of the company's general meeting, as
technology develops, also when necessary, by way of a so-called remote meeting,
the Board of Directors proposes to the General Meeting that § 10 of the Articles
of Association be amended to read as follows:

"10 § Place of the General Meeting and method of participation

A General Meeting may, according to a decision of the Board of Directors, be
held in either Helsinki or Espoo.

The Board of Directors can also decide that the General Meeting is held without
a meeting place, so that the shareholders fully exercise their decision-making
power referred to in the Finnish Companies Act, up-to-date with the help of a
data communication connection and a technical aid during the meeting."

14 February 2023

Tietoevry Corporation

Board of Directors

For further information, please contact:

Esa Hyttinen, Deputy General Counsel, tel. +358 40 766 6196, email esa.hyttinen
(at) tietoevry.com

DISTRIBUTION

NASDAQ Helsinki
NASDAQ Stockholm
Oslo Børs
Principal Media

Tietoevry creates purposeful technology that reinvents the world for good. We
are a leading technology company with a strong Nordic heritage and global
capabilities. Based on our core values of openness, trust and diversity, we work
with our customers to develop digital futures where businesses, societies, and
humanity thrive.

Our 24 000 experts globally specialize in cloud, data, and software, serving
thousands of enterprise and public-sector customers in more than 90 countries.
Tietoevry's annual turnover is approximately EUR 3 billion and the company's
shares are listed on the NASDAQ exchange in Helsinki and Stockholm, as well as
on Oslo Børs. www.tietoevry.com (https://www.tietoevry.com/en/)

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