Shareholders' Nomination Board (SNB)

Tieto’s AGM decided in 2010 to establish a Shareholders’ Nomination Board, which is a body of shareholders responsible for preparing the proposals to the AGM for the election and remuneration of the members of the Board of Directors.

The SNB consists of five members. Four of the members represent the four major shareholders who on 31 August held the largest number of votes conferred by all shares in the company and who wish to participate in the nomination process. The fifth member is the Chairman of the Board of Directors of Tieto Corporation. The term of office of the SNB members expires when a new SNB has been appointed. The SNB itself is an organ that has been established for the time being. The charter of the SNB is available on the company’s website at www.tieto.com/investors/tietos-governance/ shareholdersnomination-board.

The SNB preparing the proposals to AGM 2018 consists of the following representatives announced by Tieto’s shareholders:

Nominated by Cevian Capital Partners Ltd:

Martin Oliw
Main occupation: Partner, Cevian Capital AB
Born: 1977
Nationality: Swedish
Education: MSc. (Econ.), MSc. (Eng.)

Nominated by Solidium Oy:

Antti Mäkinen
Main occupation: Managing Director, Solidium Oy Born: 1961
Nationality: Finnish
Education: LL.M.

Nominated by Ilmarinen Mutual Pension Insurance Company:

Timo Ritakallio
Main occupation: President and CEO, Ilmarinen Mutual Pension Insurance Company
Born: 1962
Nationality: Finnish
Education: DSc. (Tech.), LL.M., MBA

Nominated by Elo Mutual Pension Insurance Company:

Satu Huber
Main occupation: Chief Executive Officer, Elo Mutual Pension Insurance Company
Born: 1958
Nationality: Finnish
Education: MSc. (Econ.)

Representing the Board of Directors of Tieto Corporation:

Kurt Jofs

The Nomination Board decided that Martin Oliw shall act as Chairman. The SNB convened 6 times and provided Tieto's Board of Directors on 15 February 2018 with its proposals for the AGM 2018. The SNB proposes to the Annual General Meeting that the Board of Directors shall have seven members and that the current Board members Kurt Jofs, Harri-Pekka Kaukonen, Timo Ahopelto, Johanna Lamminen, Endre Rangnes and Jonas Synnergren be re-elected. In addition, Liselotte Hägertz Engstam is proposed to be elected as a new Board member. Sari Pajari and Jonas Wiström have announced that they are not available for re-election. The Shareholders’ Nomination Board proposes that Kurt Jofs shall be re-elected as the Chairman of the Board of Directors.

The biographical details of the candidates and information on their holdings in Tieto are available on the company’s website at www.tieto.com/cv.

The Shareholders’ Nomination Board proposes that the remuneration of the Board of Directors will be annual fees and remain unchanged as follows: EUR 91 000 to the Chairman, EUR 55 000 to the Deputy Chairman and EUR 36 000 to the ordinary members of the Board of Directors. The same fee as to the Board Deputy Chairman will be paid to the Chairman of a Board committee unless the same individual is also the Chairman or Deputy Chairman of the Board. In addition to these fees it is proposed that each member of the Board of Directors be paid the same remuneration of EUR 800 for each Board meeting as currently and for each permanent or temporary committee meeting. It is the company’s practice not to pay fees to Board members who are also employees of the Tieto Group.

The Shareholders’ Nomination Board proposes that 40% of the fixed annual remuneration be paid in Tieto Corporation’s shares purchased from the market. The shares will be purchased within two weeks from the release of the interim report for 1January–31 March 2018. According to the proposal, the Annual General Meeting will resolve to acquire the shares directly on behalf of the members of the Board which is an approved manner to acquire the company’s shares in accordance with the applicable insider rules. The Shareholders’ Nomination Board is of the opinion that increasing the long-term shareholding of the Board members will benefit all the shareholders.