Tieto: decisions of the Annual General Meeting 2026

24 Mar 2026 17:20 CET

Tietoevry Corporation      STOCK EXCHANGE RELEASE      24 March 2026      06:20
p.m. EET

Tietoevry Corporation's ("Tieto" or the "company") Annual General Meeting was
held on 24 March 2026 at the company's premises in Espoo, Finland. Shareholders
registered to the Annual General Meeting were also able to follow the meeting
via webcast.

The Annual General Meeting supported all the proposals of the Shareholders'
Nomination Board and the Board of Directors, adopted the annual accounts for the
financial year 2025 and discharged the members of the Board of Directors and the
CEO from liability for the financial year 2025. The Annual General Meeting also
adopted the Remuneration Report 2025 through an advisory resolution.

In addition, the Annual General Meeting made the following resolutions:

Resolution on the use of the profit shown on the balance sheet and distribution
of dividend

The Annual General Meeting decided, in accordance with the proposal of the Board
of Directors, to pay a dividend in the total amount of EUR 0.88 per share from
the distributable funds of the company. The dividend will be paid 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.

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.

The Annual General Meeting also authorised 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.

Board composition and remuneration

The Annual General Meeting decided, in accordance with the proposal of the
Shareholders' Nomination Board, that the company's Board of Directors shall have
eight (8) members elected by the Annual General Meeting.

Nina Bjornstad, Elisabetta Castiglioni, Marianne Dahl, Tomas Franzén, Harri
-Pekka Kaukonen, Gustav Moss and Petter Söderström were re-elected as members of
the Board of Directors. Mikko Kettunen was elected as a new member of the Board
of Directors. Tomas Franzén was re-elected as the Chairperson of the Board of
Directors. Marianne Dahl was elected as the Vice Chairperson of the Board of
Directors.

In addition to the above-mentioned persons, the company's personnel has elected
two ordinary members and two deputy members to the Board of Directors. Employees
have elected the following persons for the term of office that ends at the close
of the next Annual General Meeting:ordinary members Björn Tjernström and Minna
Kilpala with deputies Ilpo Waljus and Tommy Sander Aldrin.

The Annual General Meeting resolved to approve the remuneration of the members
of the Board of Directors in accordance with the proposal of the Shareholders'
Nomination Board. The members of the Board of Directors elected by the Annual
General Meeting will be paid annual remuneration as follows:

· EUR 140 200 to the Chairperson,
· EUR 75 000 to the Deputy Chairperson,
· EUR 56 700 to the ordinary members.

In addition to these fees, the Chairperson of a permanent Board committee will
be paid, in accordance with previous practice, an annual fee of EUR 20 000, and
a member of a permanent Board committee will be paid an annual fee of EUR 10
000. Furthermore, in accordance with previous practice, a remuneration of EUR
800 is paid to the members elected by the Annual General Meeting for each Board
meeting and for each permanent or temporary committee meeting. It was also
decided that the employee representatives elected as ordinary members of the
Board of Directors will be paid an annual fee of EUR15 600 and the employee
representatives elected as deputy members of the Board of Directors will be paid
an annual fee of EUR 7 800.

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.

Auditor and sustainability reporting assurance provider

The firm of authorized public accountants Deloitte Oy was re-elected as the
company's auditor for the financial year 2026. Deloitte Oy was also re-elected
as the company's sustainability reporting assurance provider for the financial
year 2026. The auditor and the sustainability reporting assurance provider shall
be reimbursed according to their invoices and in compliance with the purchase
principles approved by the Audit and Risk Committee.

Amendment of the Articles of Association

The Annual General Meeting resolved to amend the Articles of Association in
accordance with the proposal of the Board of Directors. The material amendments
include:

· 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.

Amendment of the Charter of the Shareholders' Nomination Board

The Annual General Meeting resolved to amend the Charter of the Shareholders'
Nomination Board in accordance with the proposal of the Shareholders' Nomination
Board. The material amendments include:

· Updating the Charter to reflect the brand change from Tietoevry to Tieto.
· Revising 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 including the Vice Chairperson in proposals concerning the
proposals for the board appointments.
· Updating 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.

Authorising the Board of Directors to decide on the repurchase of the company's
own shares

The Annual General Meeting resolved, in accordance with the proposal of the
Board of Directors, to authorise the Board of Directors 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 authorisation cancels previous unused authorisations to decide on the
repurchase of the company's own shares. The authorisation is effective until the
next Annual General Meeting, however, no longer than until 30 April 2027.

Authorising 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 Annual General Meeting resolved, in accordance with the proposal of the
Board of Directors, to authorise 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 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 authorisation (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 to be used as part of the company's
share-based incentive programmes.
· 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 authorisation 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 authorisation cancels previous unused authorisations to decide on the
issuance of shares as well as on the issuance of option rights and other special
rights entitling to shares. The authorisation is effective until the next Annual
General Meeting, however, no longer than until 30 April 2027.

Approval of delisting of the company's shares from the Oslo Stock Exchange

The Annual General Meeting resolved to approve the delisting of the company's
shares from the Oslo Stock Exchange and authorised 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 will remain listed on Nasdaq Helsinki where the substantial
majority of the daily trading volume of the company's shares is conducted, and
subject to the Board of Directors ongoing consideration, in Nasdaq Stockholm.
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.

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 Euroclear Finland are available on the
company's website at www.tietoevry.com/en/investor-relations/shares-and
-shareholders.

Minutes

The minutes of the Annual General Meeting will be available at
www.tietoevry.com/agm as from 7 April 2026 at the latest.

For further information, please contact:

Laura Ruoppa, Head of Corporate Governance and Compliance, tel. +358 45 1144
539, laura.ruoppa (at) tieto.com

Tietoevry Corporation

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 14 000 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

More information:
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