Proposals of the Board of Directors of Tietoevry Corporation to the Annual General Meeting to be held on 24 March 2026

Tietoevry Corporation      STOCK EXCHANGE RELEASE     12 February 2026    09:05 a.m. EET

The Annual General Meeting of Shareholders of Tietoevry Corporation (“Tieto” or the "company") shall be held on Tuesday 24 March 2026 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 12 February 2026, 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 will commence on 12 February 2026 at 3 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 as well as the proposal to amend the Charter of the Shareholders' Nomination Board have been disclosed by a separate stock exchange release on 15 January 2026.

1         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.

2         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.

3         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.

4         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.

5         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.

6         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.

7         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.

8         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.

9         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.

10     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.

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 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