Tecnotree Oyj — AGM Information 2019

May 15, 2019

Resolutions passed by the Annual General Meeting of Tecnotree Corporation and the organization of the Board of Directors

Resolutions passed by the Annual General Meeting of Tecnotree Corporation and the organization of the Board of Directors

Tecnotree Corporation
Stock Exchange Release
15 May 2019 at 5.20 pm (EEST)
Resolutions of the Annual General Meeting

The Annual General Meeting of Tecnotree Corporation held on 15 May 2019
unanimously confirmed the financial statements and the consolidated financial
statements for the financial year 2018 and unanimously discharged the Board of
Directors and the CEO from liability for the year 2018. The Annual General
Meeting unanimously resolved in accordance with the proposal of the Board of
Directors that the loss of the parent company EUR 6,839,442.02 is transferred to
the accrued earnings account and that no dividend is paid.

The Annual General Meeting confirmed unanimously in accordance with the proposal
of the Board of Directors that the Board of Directors will consist of five (5)
members. Ms. Jyoti Desai, Mr. Neil Macleod, Mr. Conrad Neil Phoenix and Mr.
Priyesh Ranjan were re-elected as Board members and Mr. Kaj Hagros was elected
as a new member of the Board. 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 resolved unanimously in accordance with the proposal
of the Board of Directors that the annual fee of 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 other members of the Board of
Directors will be EUR 23,000. In addition, it was unanimously resolved that the
Chairman of the Board will receive an attendance fee of EUR 800 and the other
board members an attendance fee of EUR 500 per Board meeting and that the
members of the Board committees will receive an attendance fee of EUR 500 per
committee meeting.

The audit firm Tietotili Audit Oy was unanimously elected as the company's
auditor in accordance with the proposal of the Board of Directors. The principal
auditor appointed by them is Mr. Urpo Salo, Authorized Public Accountant. The
term of the auditor expires at the end of the first Annual General Meeting
following the election. The auditor’s fees are paid according to reasonable
invoice.

The Annual General Meeting unanimously resolved in accordance with the proposal
of the Board of Directors to grant the following authorizations:

a. Authorization replacing the authorization granted by the Extraordinary
General Meeting of Shareholders on 14 September 2017

The Annual General Meeting resolved in accordance with the proposal of the Board
of Directors that the Board of Directors be authorized 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 in one or several transactions.

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 (directed share
issue). 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.

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 is valid for a period of five years from the date of the
Annual General Meeting. This authorization will revoke the authorization granted
by the Extraordinary General Meeting on 14 September 2017.

b. General authorization

The Annual General Meeting resolved in accordance with the proposal of the Board
of Directors to authorize the Board of Directors to decide to issue and/or
convey a maximum of 100,000,000 new shares and/or the company’s own shares
either against payment or for free in one or several transactions.

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 (directed share
issue).

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.

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 is valid for a period of five years from the date of the
Annual General Meeting. This authorization revokes the authorization granted by
the Annual General Meeting of Shareholders on 30 May 2018.

Organization of the Board of Directors

In the organizing meeting of the Board of Directors following the Annual General
Meeting, Neil Macleod was elected as Chairman and Jyoti Desai as Vice Chairman
of the Board of Directors.

The Board resolved to establish an Audit Committee, a Remuneration Committee and
a Nomination Committee. Priyesh Ranjan (chairman), Jyoti Desai and Neil Macleod
were elected members of the Audit Committee. Kaj Hagros (chairman), Jyoti Desai
and Neil Macleod were elected members of the Remuneration Committee. Neil
Macleod (chairman), Conrad Neil Phoenix and Priyesh Ranjan were elected members
of the Nomination Committee.
TECNOTREE CORPORATION
Board of Directors

MORE INFORMATION
CFO Kirsti Parvi, tel. +358 50 517 4569
DISTRIBUTION
NASDAQ Helsinki
Main Media
About Tecnotree

Tecnotree Corporation (NASDAQ HELSINKI: TEM1V) is a global provider of telecom
IT solutions for the management of products, customers and revenue. 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.

http://www.tecnotree.com