Tecnotree Oyj — AGM Information 2021

Mar 23, 2021

Notice of Tecnotree Corporation's Annual General Meeting

Notice of Tecnotree Corporation's Annual General Meeting

Tecnotree Corporation, Stock Exchange Release, 23 March 2021 at 9.00 p.m.

Notice to the Annual General Meeting

Notice is given to the shareholders of Tecnotree Corporation to the Annual
General Meeting to be held on Thursday 15 April 2021 at 10.00 a.m. (EET) at the
company‘s headquarters at Tekniikantie 14, 02150 Espoo, Finland. In order to
prevent the spread of the Covid-19 pandemic, the Annual General Meeting will be
held without the presence of shareholders and/or their proxy representatives at
the meeting venue. The company’s shareholders and their proxy representatives
may participate in the meeting and exercise shareholder rights only through
voting in advance as well as by making counterproposals and asking questions in
advance. Instructions for shareholders are presented in this notice under
section C "Instructions for the participants in the General Meeting".

The Board of Directors of the company has resolved on the exceptional procedure
for the Meeting based on the temporary legislative act (677/2020) to limit the
spread of the Covid-19 pandemic approved by the Finnish Parliament on 15
September 2020. The company has resolved to take actions enabled by the act in
order to hold the Meeting in a predictable manner, taking into account the
health and safety of the company‘s shareholders, personnel and other
stakeholders.

A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING

The following matters are on the agenda of the meeting:

1. Opening of the meeting

2. Calling the meeting to order

Susanne Mattsson, LLM, trained on the bench, will serve as the chairperson of
the meeting. If Susanne Mattsson is prevented from serving as the chairperson
for a weighty reason, the Board of Directors will name another person it deems
most suitable to act as the chairperson.

1. Election of person to scrutinize the minutes and to supervise the counting
   of votes

Juhana Kiuru, Director, Finance, will act as the person to confirm the minutes
and supervise the counting of votes. If Juhana Kiuru is unable to act as the
person to confirm the minutes and supervise the counting of the votes due to a
weighty reason, the Board of Directors will nominate another person it deems
most suitable to act as a person to confirm the minutes and supervise the
counting of votes.

1. Recording the legality of the meeting

2. Recording the attendance at the meeting and adoption of the list of votes

Shareholders who have voted in advance within the advance voting period and who
are entitled to participate in the general meeting in accordance with chapter 5,
sections 6 and 6 a of the Finnish Limited Liability Companies Act will be deemed
shareholders participating in the meeting. The list of votes will be adopted
according to the information provided by Euroclear Finland Oy.

1. Presentation of the annual accounts, the consolidated annual accounts, the
   report of the Board of Directors and the auditor’s report for the year 2020

As participation in the Annual General Meeting is possible only in advance, the
annual accounts, including the report of the Board of Directors and the
auditor's report, which have been published by the Company on 23 March 2021 and
which are available on the Company‘s website www.tecnotree.com, shall be deemed
to have been presented to the AGM.

1. Adoption of the annual accounts and consolidated annual accounts

2. Resolution on the result

The Board of Directors proposes to the Annual General Meeting that the profit of
the company EUR 8,437,595.58 is transferred to the retained earnings account and
that no dividend be paid for the financial year 1 January 2020 - 31 December
2020.

The restructuring programme of the company is still in force. According to
Section 58 of Chapter 9 of the Restructuring of Enterprises Act (47/1993), the
company may not distribute dividends between the approval and the end of the
restructuring programme.

1. Resolution on the discharge of the members of the Board of Directors and CEO
   from liability in respect of the financial year 1 January 2020 - 31 December
   2020.

2. Consideration of the remuneration report of the governing bodies

As participation in the Annual General Meeting is possible only in advance, the
Company’s remuneration report of the governing bodies, which has been published
by the Company on 23 March 2021 in connection with the annual accounts shall be
deemed to have been presented to the general meeting.. The remuneration report
is available on the company’s website www.tecnotree.com. The Annual General
Meeting’s resolution on the remuneration report is advisory.

1. Resolution on the remuneration of the members of the Board of Directors

Upon recommendation of the Nomination Committee, the Board of Directors proposes
to the Annual General Meeting that the the annual fees of the members of the
Board of Directors be as follows:

· Chairman - EUR 110,000
· Vice Chairman - EUR 70,000
· Other Directors - EUR 40,000

In addition to the annual fee, the members of the Board of Directors are
entitled to reimbursement of reasonable travel expenses in accordance with the
company’s travel policy.

The members of the Board of Directors shall receive only annual remuneration and
no sitting fee shall be paid for attending any Board or committee meeting.

1. Resolution on the number of members of the Board of Directors

Upon recommendation of the Nomination Committee, the Board of Directors proposes
to the Annual General Meeting that five (5) members be elected to the Board of
Directors.

1. Election of members of the Board of Directors

Upon recommendation of the Nomination Committee, the Board of Directors proposes
to the Annual General Meeting that the current members of the Board of Directors
Mr. Neil Macleod, Ms. Jyoti Desai, Mr. Conrad Neil Phoenix, Mr. Anders Fornander
and Mr.  Markku Wilenius be re-elected as members of the Board of Directors.

The members of the Board of Directors are elected for a term that expires at the
end of the first Annual General Meeting following the election.

Biographical details of the proposed Board members to be elected, as well as an
evaluation regarding their independence, are available on the company’s website
www.tecnotree.com.

1. Resolution on the remuneration of the auditor.

Upon recommendation of the Audit Committee, the Board of Directors proposes to
the Annual General Meeting that the auditor’s fees be paid according to a
reasonable invoice approved by the Board of Directors.

1. Election of auditor

Upon recommendation of the Audit Committee, the Board of Directors proposes to
the Annual General Meeting that Tietotili Audit Oy be re-elected auditor of the
company. Tietotili Audit Oy has informed the company that APA Mr. Urpo Salo will
be the auditor with principal responsibility.

The term of the auditor expires at the end of the first Annual General Meeting
following the election.

1. Closing of the meeting.

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

The proposals of the Board of Directors relating to the matters on the agenda of
the Annual General Meeting as well as this notice are available on Tecnotree
Corporation’s website at www.tecnotree.com from this day. Likewise, the annual
report of Tecnotree Corporation, including the company’s annual accounts, the
report of the Board of Directors and the auditor’s report as well as the
remuneration report, will be available to the shareholders on the Company’s
website.

The minutes of the meeting will be available on the above-mentioned website no
later than on 29 April 2021.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING

In order to prevent the spread of the Covid-19 pandemic, the Annual General
Meeting will be arranged so that a shareholder or his/her proxy representative
may not be present at the venue of the meeting. It is also not possible for a
shareholder or his/her proxy representative to participate in the Annual General
Meeting by means of real-time telecommunications. Shareholders and their proxy
representatives may participate in the AGM and exercise their rights at the
Annual General Meeting only by voting in advance as well as by making
counterproposals and presenting questions in advance in accordance with the
instructions presented below.

1. Shareholders registered in the shareholders’ register

Each shareholder, who is registered on 1 April 2021 in the shareholders’
register of the company held by Euroclear Finland Ltd., has the right to
participate in the Annual 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. A shareholder may not participate in the
Annual General Meeting in any other manner than by voting in advance in the
manner described below and by making counterproposals and presenting questions
in advance.

2.  Notice of participation and voting in advance

The registration and advance voting period commence on 29 March 2021 at 10:00 am
once the deadline for delivering counterproposals to be put to a vote has
expired. A shareholder who is registered in the Company’s shareholder register
and who wishes to participate in the Annual General Meeting by voting in advance
shall register for the Annual General Meeting and vote in advance no later than
on 8 April 2021 at 4 p.m. Finnish time by which time the registration and the
advance votes shall be received by the Company.

The requested information, such as the shareholder’s name, personal
identification number or business ID, address, telephone number as well as the
name of his/her possible proxy representative and the personal identification
number of the proxy representative must be provided in connection with the
registration. The personal data given to Tecnotree Corporation or Euroclear
Finland Oy by shareholders is used only in connection with the Annual General
Meeting and the separate event following the Annual General Meeting and in
connection with the processing of the related necessary registrations.

Shareholders with a Finnish book-entry account can submit the notice of
participation and vote in advance on certain matters on the agenda between 10:00
a.m. Finnish time on 29 March 2021 and 4:00 p.m. Finnish time on 8 April 2021 in
the following ways:

a. on the Company’s website: www.tecnotree.com

The Finnish personal identity code or business ID and book-entry account number
of the shareholder is needed for voting in advance. When a shareholder who is an
individual, logs in to Euroclear Finland Oy’s service via the company’s website,
he or she is directed to strong electronic identification. For shareholders that
are legal persons strong electronic identification is not required. Strong
electronic authentication takes place either with a Finnish bank ID or a Finnish
mobile certificate.

b. by email or mail

A shareholder may send the advance voting form available on the company’s
website or corresponding information to Euroclear Finland Oy by regular mail to
Euroclear Finland Oy, Yhtiökokous, PL 1110, FI-00101 Helsinki, Finland or by
email at yhtiokokous@euroclear.eu. The advance voting form will be available on
the website no later than on 29 March 2021.

If a shareholder participates in the Annual General Meeting by sending votes in
advance by regular mail or by email to Euroclear Finland Oy, the delivery of the
votes before the ending of the registration and advance voting period shall
constitute registration for the Annual General Meeting, if the above-mentioned
information required for the registration is delivered at the same time.

Instructions relating to the advance voting may also be found on the
company’s website www.tecnotree.com.

1. Holders of nominee-registered shares.

A holder of nominee registered shares has the right to participate in the Annual
General Meeting by virtue of such shares, based on which he/she on the record
date of the Annual General Meeting, i.e. on 1 April 2021 would be entitled to be
registered in the shareholders’ register of the company held by Euroclear
Finland Ltd. The right to participate in the Annual 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 12 April 2021 at 10 a.m. As regards nominee registered shares
this constitutes due registration for the Annual 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 Annual 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.  In addition, the account management organisation of the
custodian bank shall arrange advance voting on behalf

of the holder of nominee registered shares within the registration period for
nominee-registered

shares.

1. Proxy representative and powers of attorney.

A shareholder may participate in the Annual General Meeting and exercise his/her
rights at the meeting by way of proxy representation. Proxy representatives of
shareholders are also required to vote in advance in the manner instructed in
this notice.

A proxy representative shall present a dated proxy document or otherwise in a
reliable manner demonstrate his/her right to represent the shareholder at the
General Meeting. When a shareholder participates in the 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 General Meeting.

Shareholders are requested to deliver proxy documents via email to Investor.
Relations@tecnotree.com or in original via mail to Tecnotree Corporation, the
Annual General Meeting, P.O. Box 501 02101 Espoo, Finland, before the end of the
registration time.

1. Other instructions and information.

Shareholders who hold at least one one-hundredth of all the shares in the
Company have the right to make counterproposals concerning the proposed
decisions on the agenda of the Annual General Meeting to be placed for a vote.
The counterproposals must be delivered to the Company by email to
Investor.Relations@tecnotree.com no later than on 28 March 2021 at 4 p.m.
Finnish time. In connection with the counterproposal, the shareholders must
present a statement of their shareholding in the Company. The counterproposal is
admissible for consideration at the Annual General Meeting if the shareholders
who have made the counterproposal have the right to attend the meeting and
represent at least one one-hundredth of all shares in the Company on the record
date of the Annual General Meeting. If a counterproposal is non-admissible,
votes cast for such counterproposal will not be recorded at the meeting. The
Company will publish the counterproposals eligible for voting on the Company’s
website www.tecnotree.com no later than on 29 March 2021.

Shareholders have the right to ask questions and request information with
respect to the matters to be considered at the meeting pursuant to chapter 5,
section 25 of the Finnish Limited Liability Companies Act by email to the
address Investor.Relations@tecnotree.com no later than on 1 April 2021 at 4 p.m.
Finnish time. The Company will publish the shareholders’ questions along with
the management’s and the Board of Directors’ responses as well as any
counterproposals not eligible for voting on the Company’s website
www.tecnotree.com at the latest on 5 April 2021. Asking questions and making
counterproposals requires the shareholder to present an adequate statement of
their shareholding in the Company.

On the date of the notice to the Annual General Meeting, 23 March 2021, the
total number of shares in Tecnotree Corporation is 274,628,428 shares and the
total number of votes is 274,628,428 votes. On the date of this notice, the
Company holds 10, 941,667 treasury shares.

In Espoo, 23 March 2021

TECNOTREE CORPORATION

THE BOARD OF DIRECTORS

Further information
Padma Ravichander, CEO, tel +97 156 414 1420
Priyesh Ranjan, CFO, tel +971 50 955 1188

About Tecnotree
Tecnotree is the only full stack digital business management solution provider
for digital service providers, with over 40 years of deep domain knowledge,
proven delivery and transformation capability across the globe. Our open source
technology based agile products and solutions comprise the full range (order-to
-cash) of business process and subscription management for telecom and other
digital service providers. Tecnotree products and platforms service over 800
million subscribers worldwide.Tecnotree is listed on Nasdaq Helsinki (TEM1V).
For more information, please visit www.tecnotree.com.

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