Tietoevry Corporation    Stock Exchange Release     4 March 2025 1:00 p.m. EET

The Annual General Meeting of Shareholders of Tietoevry Corporation (the "company") shall be held on Tuesday, 25 March 2025 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 Annual General Meeting on 4 March 2025, which will include more detailed information on participation in and voting at the meeting. The registration period and advance voting period for the Annual General Meeting are planned to commence on 4 March 2025 at 1 p.m. (Finnish time).

In addition to the proposals of the Board of Directors presented below, the proposals by the Shareholders' Nomination Board to the Annual General Meeting regarding the composition and remuneration of the Board of Directors have been disclosed by a separate stock exchange release on 10 January 2025.

1    Resolution on the use of the profit shown on the balance sheet and the distribution of dividend and/or return of capital

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 2024, a total amount of EUR 1.50 per share would be distributed from the distributable funds of the company either as dividend from retained earnings or as distribution of funds from the reserve for invested unrestricted equity or as a combination of these. The Board of Directors would, when implementing the distribution, be authorized to decide whether and to what extent the distribution is made as dividend from retained earnings and whether and to what extent the distribution is made from the reserve for invested unrestricted equity, and the company will publish such decisions of the Board separately. The distribution of funds would be implemented in two instalments as follows:

●        The first instalment of EUR 0.75 per share in aggregate shall be paid to shareholders who on the record date for the first instalment on 27 March 2025 are registered in the shareholders' register maintained by Euroclear Finland Oy or the registers maintained by Euroclear Sweden AB or Verdipapirsentralen ASA (VPS). For shareholders whose shares are registered with Euroclear Finland Oy, the payment date is on 3 April 2025. 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 instalment of EUR 0.75 per share in aggregate shall be paid to shareholders who on the record date for the second instalment on 23 September 2025 are registered in the shareholders' register maintained by Euroclear Finland Oy or the registers maintained by Euroclear Sweden AB or Verdipapirsentralen ASA (VPS). For shareholders whose shares are registered with Euroclear Finland Oy, the payment date is on 2 October 2025. 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.

Instalments payable to Euroclear Sweden AB-registered shares will be forwarded by Euroclear Sweden AB and paid in Swedish crowns. Instalments payable to VPS-registered shares will be forwarded by Nordea Bank Plc's branch in Norway and paid in Norwegian crowns.

The Board of Directors would also be authorized to decide, if necessary, on a new record date and payment date for the second instalment of the distribution, for example if the rules of Euroclear Finland Oy or statutes applicable to the Finnish book-entry system change or otherwise so require.

2    Remuneration Report

The Board of Directors presents the Remuneration Report for the company's governing bodies for the financial year 2024 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.

3    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.

4    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 2025. 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.

5    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.

6    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 elected as the sustainability reporting assurance provider for the financial year 2025. Deloitte Oy has notified the company that APA, Authorized Sustainability Auditor (ASA), Marika Nevalainen would act as the sustainability auditor with principal responsibility.

7    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 29 April 2026.

8    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 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 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 29 April 2026.

9    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 to better reflect currently applicable regulations and market practice. The material amendments proposed to the Articles of Association are:

●        Addition of a new Section 7 concerning the sustainability reporting assurance provider.

●        Amendment of Section 10 (current Section 9) concerning the Annual General Meeting by adding decisions on the remuneration policy and the adoption of the remuneration report, as well as decisions on the remuneration and election of the sustainability reporting assurance provider as matters to be considered at the Annual General Meeting; and

●        Complete removal of the section regarding the voting restriction at a General Meeting (current Section 11). The purpose of the removal is to enable voting at a General Meeting in a manner whereby the voting rights of each shareholder at a meeting correspond to the number of shares owned in the company.

As a result of the amendment to the Articles of Association, the consecutive numbering of the sections of the Articles of Association would be changed to reflect the amendments made;

According to the proposal, the new Section 7 of the Articles of Association would read in its entirety as follows:

"§ 7 Sustainability reporting assurance provider
One Authorized Sustainability Audit Firm, whose appointed Authorized Sustainability Auditor with principal responsibility must be an Authorized Sustainability Auditor (ASA) as referred to in the Finnish Auditing Act, shall be elected as the company's sustainability reporting assurance provider. The company's auditor with a special qualification as an Authorized Sustainability Auditor can also be elected to this office.

The term of office of the sustainability reporting assurance provider expires at the closing of the first Annual General Meeting following its election."

Additionally, the proposed Section 10 of the Articles of Association (current Section 9) 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 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.

3 March 2025

Tietoevry Corporation
Board of Directors

For further information, please contact:

Jussi Tokola, General Counsel, tel. +358 40 834 9376, jussi.tokola (at) tietoevry.com

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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 23 000 experts globally specialize in cloud, data, and software, serving thousands of enterprise and public-sector customers in around 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