Tietoevry Corporation: Proposals of the Shareholders’ Nomination Board to the Annual General Meeting 2026

The Shareholders’ Nomination Board proposes to the Annual General Meeting 2026 that the meeting would decide as follows:

1 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 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 his/her 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.

2 Number of the 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.

3 Election of the members of the Board of Directors

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 that the Annual General Meeting resolves to amend the Charter of the Shareholders’ Nomination Board of Tietoevry Corporation as proposed below, 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 Tietoevry shares 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 next Annual General Meeting: Björn Tjernström and Minna Kilpala with deputies Ilpo Waljus and Tommy Sander Aldrin.

4 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 Tietoevry Corporation 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.

5 Shareholders’ Nomination Board

The Annual General Meeting 2010 decided to establish a Shareholders’ Nomination Board to prepare proposals for the election and remuneration of the members of the Board of Directors to the Annual General Meeting.

The Shareholders’ Nomination Board comprises four members nominated by the largest shareholders and the Chairperson of the Board of Directors. The largest shareholders of the company were determined on the basis of the shareholdings registered in the Finnish, Norwegian and Swedish book-entry systems on 29 August 2025 and received evidence thereof.

The composition of the Shareholders’ Nomination Board that prepared the proposals to the AGM 2026 is as follows:

Annareetta Lumme-Timonen, Investment Director, Solidium, Chairperson of the Shareholders’ Nomination Board of Tietoevry
Alexander Kopp, Investment Manager, Incentive
Jukka Vähäpesola, Head of Equities, Elo
Mikko Lantto, Chief Technology and Development Officer, Ilmarinen, and
Tomas Franzén, Chairperson of the Board of Directors, Tietoevry.

The Shareholders’ Nomination Board shall report to the Annual General Meeting on how its work was conducted.

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