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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. Election of members of the Board of Directors
The Board of Directors proposes to the Extraordinary General Meeting that Anders Fornander be elected as a new member to the Board of Directors for a term that expires at the end of the first Annual General Meeting following the election. Anders Fornander is independent of the company and of its significant shareholders. Biographical details of the proposed Board member, as well as an evaluation regarding his independence, is available on the company’s website www.tecnotree.com.
7. Closing of the meeting
B. Documents of the Extraordinary General Meeting
The proposal of the Board of Directors relating to the matters on the agenda of the Extraordinary General Meeting as well as this notice is available on Tecnotree Corporation’s website at href="https://www.tecnotree.com/">www.tecnotree.com from this day. The proposal of the Board of Directors is also available at the meeting. Copies of these documents 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 20 August 2019 in the shareholders’ register of the company held by Euroclear Finland Ltd., 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 28 August 2019 at 4 p.m., by giving prior notice of participation, which notice needs to have been received by the company no later than by the above-mentioned time. Such notice can be given:
a) on the company’s websitehref="https://www.tecnotree.com/investors"> www.tecnotree.com/investors/;
b) by telephone + 358 50 3463484 from Monday till Friday at 9 a.m. – 4 p.m.; or
c) by regular mail to Tecnotree Corporation, the Extraordinary General Meeting, Miestentie 9 C, FI-02150 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 20 August 2019 would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. 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. at the latest by 28 August 2019 at 4 p.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 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 should be delivered in original to Tecnotree Corporation, the Extraordinary General Meeting, Miestentie 9 C, FI-02150 Espoo, Finland by 4 pm on the last date for registration 28 August 2019.
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, 9 August 2019, the total number of shares in Tecnotree Corporation is 247,628,428 shares and the total number of votes is 247,628,428 votes.
In Espoo, 9 August 2019
THE BOARD OF DIRECTORS
Tecnotree is a global provider of telecom IT solutions for the management of products, customers and revenue. Tecnotree helps Communications Service Providers to transform their business towards a marketplace of digital services. Tecnotree empowers service providers to monetize service bundles, provide personalized user experiences and augment value throughout the customer lifecycle. With around 600 telecom experts, Tecnotree serves around 90 service providers in around 70 countries. Tecnotree is listed on the main list of NASDAQ Helsinki with the trading code TEM1V.