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Proposals of the Board of Directors of TietoEnator Corporation to the Annual General Meeting to be held on 26 March 2009

Thursday 12. February 2009 - Proposals of the Board of Directors of TietoEnator Corporation to the Annual General Meeting to be held on 26 March 2009

1 Payment of dividend

The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.50 per share be paid from the distributable assets of the Parent company. The dividend shall be paid to shareholders who on the record date for the dividend payment 31 March 2009 are recorded in the shareholders’ register held by Euroclear Finland Ltd or the register of Euroclear Sweden AB. The dividend shall be paid on 15 April 2009.

2 Amendment of the Company’s Articles of Association

The Board of Directors proposes to the Annual General Meeting that Sections 1 and 10 of the Articles of Association of the Company be amended 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 company domicile is Helsinki, Finland.

—
10 § Venue of the General Meeting
A General Meeting may, according to the decision of the Board of Directors, be held in Helsinki or Espoo.”

3 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 amount of own shares to be repurchased shall not exceed 7 200 000 shares, which corresponds to approximately 10% of all of the shares in the Company. Only the unrestricted equity of the Company can be used to repurchase own shares on the basis of the authorization.
Own shares can be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market.

The Board of Directors decides how own shares will be repurchased. Own shares can be repurchased using, inter alia, derivatives. Own shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase).

The authorization cancels previous unused authorizations by the general meeting to decide on the repurchase of the Company’s own shares.

The authorization is effective until the next Annual General Meeting, however, no later than until 26 September 2010.

4 Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of options 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 the issuance of options and other special rights entitling to shares referred to in chapter 10 section 1 of the Company’s Act as follows:

The amount of shares to be issued shall not exceed 14 500 000 shares, which corresponds to approximately 20% of all of the shares in the Company. However, out of above maximum amount of shares to be issued no more than 620 000 shares, currently corresponding to approximately 1% of all of the shares in the company, may be issued as part of Company’s share-based incentive plans.

The Board of Directors decides on all the conditions of the issuance of shares and of 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 and of special rights entitling to shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue).
The authorization cancels previous unused authorizations by the general meeting to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares.

The authorization is effective until 26 March 2014.

5 Issuance of option rights

The Board of Directors proposes to the Annual General Meeting that stock options be issued to the key personnel of the TietoEnator Group on the terms and conditions attached hereto.
The stock options shall, in deviation from the shareholders’ pre-emptive rights, be offered to the key personnel of the TietoEnator Group. There is a weighty financial reason for the Company to issue the options, since the stock options are intended to form a part of the incentive and commitment program of the key personnel. The purpose of the stock options is to encourage the key personnel to work on a long-term basis to increase shareholder value and also to commit the key personnel to the Company.

The maximum total number of stock options shall be 1 800 000, which entitle to subscribe for or acquire a total maximum of 1 800 000 Company shares. Each stock option entitles to subscribe for or acquire one (1) share. Of the stock options, maximum of 600 000 shall be marked with the symbol 2009 A 1-3, maximum of 600 000 shall be marked with the symbol 2009 B 1-3 and maximum of 600 000 shall be marked with the symbol 2009 C 1-3. The stock options shall be issued free of charge.

The share subscription price for stock options shall be determined based on the trade volume weighted average quotation of the Company’s share in continuous trading, rounded off to the nearest cent, on NASDAQ OMX Helsinki. For stock options 2009 A 1-3 the subscription price shall be determined during the two month period following the announcement day of the financial statements for the year 2008, for stock options 2009 B 1-3 during the two month period following the announcement day of the financial statements for the year 2009 and for stock options 2009 C 1-3 during the two month period following the announcement day of the financial statements for the year 2010. From the share subscription price shall, as per the relevant record date, be deducted the amount of the dividend or distribution of funds from the distributable equity fund decided after the beginning of the period for determination of the subscription price but before share subscription. The share subscription price will be entered into the fund of invested non-restricted equity.

The share subscription period for stock options 2009 A 1-3 vary from 1 March 2010 to 31 March 2014, for stock options 2009 B 1-3 from 1 March 2011 to 31 March 2015 and for stock options 2009 C 1-3 from 1 March 2012 to 31 March 2016.

Appendix: Tieto Stock Options 2009

6 Donations for philanthropic or corresponding purposes

The Board of Directors proposes to the Annual General Meeting to donate a maximum amount of EUR 200 000 for philanthropic or corresponding purposes in 2009 and to authorize the Board of Directors to determine the purposes and donees in detail.

Helsinki, 11 February 2009

TietoEnator Corporation
Board of Directors