Stock Exchange Release
24.8.2017 at 5 pm
Notice to the Extraordinary General Meeting and contemplated financing arrangement
Tecnotree Corporation contemplates a financing arrangement to secure the continuity of its operations and to strengthen its capital structure. The Board of Directors of Tecnotree Corporation has decided to convene an Extraordinary General Meeting to resolve on the authorization for the Board of Directors to resolve on an issue of shares or an issuance of special rights entitling to shares. The Extraordinary General Meeting is held on Thursday 14 September 2017 at 2:00 p.m. at Tecnotree Corporation Headquarters, Finnoonniitynkuja 7, Espoo, Finland. The reception of persons who have registered for the meeting will commence at 1:00 p.m.
The aggregate amount of shares to be issued or transferred based on the authorization, including shares received based on special rights entitling to shares, shall not exceed 900,000,000 shares.
The financing arrangement is in the planning phase and accordingly there are uncertainties related to the execution of the arrangement.
NOTICE TO THE EXTRAORDINARY GENERAL MEETING
A. Matters on the agenda of the Extraordinary General Meeting
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. 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 Extraordinary General Meeting to authorize the Board of Directors to decide to issue and/or convey a maximum of 900,000,000 new shares and/or the company’s own shares either against payment or for free.
New shares may be issued and the company’s own shares may be conveyed to the company’s shareholders in proportion to their current shareholdings in the company or in deviation of the shareholders’ pre-emption right. The authorization is proposed to be used to secure the continuity of the company’s operations and to strengthen the company’s capital structure and it can be also used as part of the company’s incentive schemes in the extent and manner decided by the Board of Directors.
The Board of Directors may also decide on a free share issue to the company itself. The number of shares issued to the company shall be a maximum of 1/10 of all the company’s shares.
The Board of Directors is authorized, within the limits of the above described authorization, to grant also special rights referred to in chapter 10, section 1 of the Companies Act, which carry the right to receive, against payment, new shares of the company or the company’s own shares held by the company in such a manner that the subscription price of the shares is paid in cash or by using the subscriber’s receivable to set off the subscription price (convertible loan).
The subscription price of the new shares and the consideration payable for the company’s own shares may be recorded partially or fully in the reserve for invested non-restricted equity or in the share capital to the extent and in the manner decided by the Board of Directors.
The Board of Directors decides on the other terms and conditions related to the share issues and granting of the special rights. The authorization shall be valid no longer than five (5) years from the decision of the Extraordinary General Meeting. The authorization shall not revoke the previous authorizations.
7. Closing of the meeting
B. Documents of the Extraordinary General Meeting
The above-mentioned proposal of the Board of Directors, this notice as well as the other documentation required by the Companies’ Act are available on Tecnotree Corporation’s website at www.tecnotree.com. This documentation is also available at the Extraordinary General Meeting. Copies of this documentation and of this notice will be sent to shareholders upon request.
C. Instructions for the participants in the Extraordinary General Meeting
1. Shareholders registered in the shareholders’ register
Each shareholder, who is registered on 4 September 2017 in the shareholders’ register of the company held by Euroclear Finland Ltd. on behalf of the company, has the right to participate in the Extraordinary General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the company.
Shareholders registered in the shareholders’ register, who want to participate in the Extraordinary General Meeting, shall register for the meeting no later than 11 September 2017 at 2:00 p.m., by giving prior notice of participation, which needs to be received by the company no later than the above-mentioned time. Such notice can be given:
a) on the company’s website www.tecnotree.com;
b) by telephone +358 40 662 1517 from Monday till Friday at 9 a.m. – 4 p.m.; or
c) by regular mail to Tecnotree Corporation, the Extraordinary General Meeting, PO Box 93, FI-02271 Espoo, Finland
In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Tecnotree Corporation is used only in connection with the Extraordinary General Meeting and with the processing of related registrations.
The shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation at the venue of the Extraordinary General Meeting.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Extraordinary General Meeting by virtue of such shares, based on which he/she on the record date of the Extraordinary General Meeting, i.e. on 4 September 2017, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd on behalf of the company. The right to participate in the Extraordinary General Meeting requires, in addition, that the shareholder on the basis of such shares has been notified for temporary entry into the shareholders’ register held by Euroclear Finland Ltd. on behalf of the company at the latest by 11 September 2017 at 10:00 a.m. As regards nominee registered shares this constitutes due registration for the Extraordinary General Meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the notification for temporary entry into the shareholders’ register of the company, the issuing of proxy documents and registration for the Extraordinary General Meeting from his/her custodian bank. The account management organization of the custodian bank has to notify a holder of nominee registered shares, who wants to participate in the Extraordinary General Meeting, for temporary entry into the shareholders’ register of the company at the latest by the time stated above.
Further information on these matters can also be found on the company’s website www.tecnotree.com.
3. Proxy representative and powers of attorney
A shareholder may participate in the Extraordinary General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Extraordinary General Meeting. When a shareholder participates in the Extraordinary General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Extraordinary General Meeting.
Possible proxy documents shall be delivered in original to Tecnotree Corporation, the Extraordinary General Meeting, PO Box 93, FI-02271 Espoo, Finland before the last date for registration 11 September 2017 by 2:00 p.m.
4. Other instructions and information
Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the Extraordinary General Meeting has the right to request information with respect to the matters to be considered at the meeting.
On the date of the notice to the Extraordinary General Meeting, 24 August 2017, the total number of shares in Tecnotree Corporation is 122,628,428 shares and the total number of votes is 122,628,428 votes.
Please note that there are stairs in our premises, so please, let us know in advance, if you need assistance. Accessible passage can be arranged.
In Espoo, 24 August 2017
THE BOARD OF DIRECTORS
Padma Ravichander, CEO, tel. +358 40 015 6371
Kirsti Parvi, CFO, tel. +358 50 517 4569
Tecnotree is a global provider of IT solutions for the management of services, products, customers and revenue for Communications Service Providers. Tecnotree helps customers to monetise and transform their business towards a marketplace of digital services. Together with its customers, Tecnotree empowers people to self-serve, engage and take control of their own digital life.
Tecnotree is listed on Nasdaq Helsinki (TEM1V). For more information, please visit www.tecnotree.com.