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Resolutions passed by the Extraordinary General Meeting of Tecnotree Corporation
The Extraordinary General Meeting of Tecnotree Corporation was held on 24 September 2018. In accordance with the proposal by the Remuneration and Nomination Committee, the Extraordinary General Meeting confirmed that the Board of Directors consist of seven (7) members and elected Mr. Pentti Heikkinen, Mr. Harri Koponen, Mr. Christer Sumelius, Ms. Jyoti Desai, Mr. Neil Macleod, Mr. Conrad Neil Phoenix and Mr. Priyesh Ranjan as the members of the Board of Directors. The election of the Board Members was based on a vote. The Board Members were elected for a period of office expiring at the end of the first Annual General Meeting following the election.
In accordance with the proposal by the Remuneration and Nomination Committee, the resolutions by the Extraordinary General Meeting on the number of Board members and on the election of Board Members are conditional on the completion of the first tranche of the investment by Fitzroy Investments Limited into Tecnotree Corporation according to the definitive subscription agreement entered between the parties. Current Board of Directors consisting of three members will continue in office until the completion thereof.
In addition, the offer by Viking Acquisition Corp. regarding the acquisition of certain assets of Tecnotree was laid before the Meeting. The indicative offer by Viking Acquisitions Corp. was delivered to the Board of Directors of Tecnotree on 29 June 2018, and it was amended with the final offer on 18 September 2018. Correction to the Finnish language translation of Viking Acquisition Corp.’s amended offer was published on 23 September 2018. The offer set forth the terms and conditions pursuant to which Viking Acquisitions Corp. would proceed with the purchase of all assets relating to Tecnotree’s business operations except for the operations and assets pertaining to Iran and the headquarters in Finland.
In the Extraordinary General Meeting, the Board of Directors stated that it has assessed several options for the financing of the company. Based on the advice of the company’s advisors, the Board consider that the offer by Viking Acquisitions Corp is not the best alternative for the company and its shareholders. Board of Directors left the final assessment of the matter upon the Extraordinary General Meeting to resolve.
After discussion, Extraordinary General Meeting voted against and rejected the proposal by Viking Acquisitions Corp. whereby Viking Acquisitions Corp. proposed that the Extraordinary General Meeting approves the substantially final terms and conditions of the contemplated transaction or Viking Acquisitions Corp.’s final offer and authorize the Board of Directors to finalize the agreement relating to the contemplated transaction.
Board of Directors
FURTHER INFORMATION Padma Ravichander, CEOtel. +97 156 414 1420 www.tecnotree.com