Notice to the Annual General Meeting of Tietoevry Corporation

Published: 12 February 2026

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 Annual General 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 2 000 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 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 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 50 568 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 238 572 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

Tieto is 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

Attachments

Release.pdf

For further information

Laura Ruoppa

Head of Corporate Governance & Compliance

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