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Resolutions passed by the Annual General Meeting of Tecnotree Corporation and the organization of the Board of Directors
The Annual General Meeting of Tecnotree Corporation held on 30 May 2018 unanimously confirmed the financial statements and the consolidated financial statements for the financial year 2017 and unanimously discharged the Board of Directors and the CEO from liability for the year 2017. The Annual General Meeting resolved in accordance with the proposal of the Board of Directors that no dividend is paid for the financial year 2017, and that the parent company’s gain for the financial year, EUR 1,862,707.61, be remained in retained earnings.
Based on a vote, the Annual General Meeting confirmed that the Board of Directors will consist of four (4) members. The Annual General Meeting therefore rejected the proposal by the Remuneration and Nomination Committee for the number of Board members be elected 6 (six). Pentti Heikkinen, Matti Jaakola, Harri Koponen, and Christer Sumelius were re-elected as Board members. The Board members were elected for a period of office expiring at the end of the first Annual General Meeting following the election.
The Annual General Meeting unanimously resolved that the annual fee to the chairman of the Board of Directors will be EUR 50,000, the annual fee of the vice chairman of the Board will be EUR 30,000 and the annual fee of the members of the Board of Directors will be EUR 23,000. In addition it was decided that a compensation of EUR 800 for the chairman and EUR 500 for a member of the Board of Directors be paid for attendance at Board and possible Committee meetings.
KPMG Oy Ab, Authorised Public Accountants, were unanimously elected as the company's auditor until the end of the following Annual General Meeting. The principal auditor appointed by them is Ms. Leenakaisa Winberg, Authorized Public Accountant. The auditor’s fees are paid according to reasonable invoice.
The Annual General Meeting unanimously authorized the Board of Directors in accordance with the proposal of the Board of Directors to decide to issue and/or to convey a maximum of 100,000,000 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 waiving the shareholder’s pre-emption right, through a directed share issue if the company has a weighty financial reason to do so. The Board of Directors may also decide on a free share issue to the company itself. The Board of Directors is, within the limits of the authorization, authorized to grant 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. The Board of Directors shall decide on other terms and conditions related to the share issues and granting of the special rights. The said authorisations will be valid for one year from the decision of the Annual General Meeting. The authorization does not revoke the authorization granted to the Board of Directors on 14 September 2017 by the Extraordinary General Meeting of Shareholders.
In the organizing meeting of the Board of Directors following the Annual General Meeting, Harri Koponen was re-elected as Chairman and Pentti Heikkinen as Vice Chairman of the Board of Directors. The Board will be responsible for the duties of Audit Committee. The Board decided to establish a Remuneration and Nomination Committee. Christer Sumelius was elected as Chairman and Harri Koponen and Matti Jaakola as members.
The Board of Directors has assessed the independence of the Board members in compliance with the recommendations of the Finnish Corporate Governance Code. Based on the assessment, all Board members elected are independent of the company and its major shareholders.
Board of Directors
FURTHER INFORMATION Kirsti Parvi, CFO, tel. +358 50 517 4569 www.tecnotree.com