NEW SHARES OF TECNOTREE HAVE BEEN REGISTERED WITH THE TRADE REGISTER, TECNOTREE APPLIES FOR THE LISTING OF THE NEW SHARES AND PUBLISHES AN EXEMPTION DOCUMENT
Tecnotree Corporation Stock Exchange Release February 18, 2026 at 19.35 EET
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SOUTH AFRICA OR SINGAPORE, OR ANY OTHER JURISDICTION IN WHICH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Tecnotree Corporation (“Tecnotree” or the “Company“) announced on 30 January 2026 that the Board of Directors of Tecnotree has on 30 January 2026 resolved to accept share subscriptions based on the conversion of the Compulsory Convertible Debentures issued on 22 June 2023 (“CCD Notes”) pursuant to the conversion requests received by the Company. In the said share subscriptions, the lenders of the CCD Notes subscribed a total number of 5,781,523 new shares (the "New Shares") in the Company by exercising special rights issued in connection with the CCD Notes (“Share Subscription”). The conversion right was based on the accelerated conversion right triggered pursuant to the terms of the CCD Notes by the public tender offer published on 27 January 2026.
The New Shares have been registered with the Trade Register today on 18 February 2026. Following the registration of the New Shares with the Trade Register, the Company has a total of 22,834,773 shares. Tecnotree has applied for the admission of the New Shares to public trading on the stock exchange list of Nasdaq Helsinki Ltd in the same class as the Company's existing shares. Trading is expected to commence on approximately 23rd February 2026 , provided that Nasdaq Helsinki Ltd approves the listing application for the New Shares.
Exemption Document
In connection with the listing of the New Shares, Tecnotree has prepared an exemption document (the “Exemption Document“) in accordance with Article 1, Section (5), Subsection ba) of Regulation (EU) 2017/1129 of the European Parliament and of the Council (the “Prospectus Regulation”). The Exemption Document has been prepared in compliance with the requirements set out in Annex IX to the Prospectus Regulation.
The Exemption Document is drafted in Finnish and is available on the Company’s website https://investors.tecnotree.com/ today, on 18 February 2026.
Important information
The information contained in this announcement has been provided for publishing purposes only and the information contained in this release should not be considered as an offer to sell or a solicitation to buy or acquire shares, rights or other securities of Tecnotree in any jurisdiction, including but not limited to, Finland, Sweden and other member states of the European Economic Area.
This announcement is not for publication, release or distribution, in whole or in part, directly or indirectly, in or into the United States of America (including its territories and possessions, any State of the United States and the District of Columbia, (“United States”)), Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa or any other jurisdiction in which publication, release or distribution would be unlawful.
This announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of Tecnotree in the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa or any other state or jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. In connection with the listing of the New Shares, the Company will prepare an exemption document in accordance with Article 1, Section (5), Subsection ba) of the Prospectus Regulation. The exemption document will be prepared in accordance with the requirements of Annex IX to the Prospectus Regulation. The exemption document does not constitute a prospectus under the Prospectus Regulation and will neither be reviewed nor approved by the Finnish Financial Supervisory Authority.
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.
Further information
Indiresh Vivekananda. CFO. tel. +971 56 410 8357
Attachments
About Tecnotree:
Tecnotree is a global provider of AIML and digital 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.
