Tecnotree Oyj — Governance Information 2024

Mar 1, 2024

CORPORATE GOVERNANCE STATEMENT 2023

Introduction

Tecnotree Corporation ("Tecnotree" or "Company") is a Finnish Public Limited Company. The responsibilities and obligations of the corporate management are based on the Finnish legislation. The Company complies in its decision-making and governance in accordance with the Finnish Companies Act, the Finnish Corporate Governance Code 2020 published by the Securities Market Association, the regulations for public companies, the Articles of Association of Tecnotree, the rules set for the Board of Directors of the Company (the "Board") and its Committees, as well as the rules and regulations of Nasdaq OMX Helsinki. Tecnotree Group comprises of Tecnotree Corporation and its subsidiaries. The company is registered and domiciled in Espoo, Finland.

The Finnish Corporate Governance Code is available at https://cgfinland.fi/en/corporate-governance-code/.

This Corporate Governance Statement can be found at Tecnotree' s websitehttps://investors.tecnotree.com/ and in Tecnotree's Annual Report for 2023.

Description of the composition and operations of the meeting of shareholders, Board and Board committees and other controlling bodies

Meeting of Shareholders

Annual General Meeting

Annual General Meeting of Shareholders is the highest decision-making body of Tecnotree. The responsibilities of the Annual General Meeting are defined in the Finnish Companies Act and the Articles of Association of the Company. The Annual General Meeting is held annually on a date designated by the Company's Board of Directors. The most important responsibilities include amending the Articles of Association (if required), approving the financial statements, the report of the Board of Directors and the Auditor's Report, deciding on the dividend to be paid, discharging the Board members and the CEO from liability, appointing Board members and auditors and deciding on their remuneration.

In 2023, the Annual General Meeting was held on 19th April 2023. The Annual General Meeting confirmed the financial statements and the consolidated financial statements for the financial year 2022 and unanimously discharged the Board of Directors and the CEO from liability for the year 2022. The Annual General Meeting resolved in accordance with the proposal of the Board of Directors that no dividend is paid for the financial year 2022, and that the parent company's loss for the financial year, EUR 308,052.50be transferred to the retained earnings account.

Board of Directors

Formation and term of office of the Board of Directors

The operations of Tecnotree are managed under the direction of the Board, within the framework set by the Finnish Companies Act and Tecnotree's Articles of Association as well as any complementary rules of procedure as defined by the Board, such as the Corporate Governance Guidelines and the charters of the Board's committees, if any.

The Board of Directors is responsible for the appropriate organisation of the Company's administration, business operations, accounting and financial controlling.

Furthermore, the Board is responsible for promoting the interests of the Company and all its shareholders by pursuing a business policy that in the long-term ensures the best possible return on capital invested in the Company.

Tecnotree's Board of Directors consists of a minimum of 3 (Three) and a maximum of 8 (Eight) members, as outlined in the Articles of Association. The Annual General Meeting elects the Board and confirms the number of Board members. The Board of Directors elects the Chairman and Vice Chairman among its members for a term of one (1) year at a time. The term of office of Board members expires at the end of the first Annual General Meeting following election.

Description of the operations of the Board of Directors and the main contents of its charter

Tecnotree's Board of Directors is responsible for the Company's corporate governance and for the proper organisation of its operations. The members of Tecnotree's Board have no special duties related to being a member of the Board other than those designated by law. Board members are also members of Board Committees.

To support its work, Tecnotree's Board of Directors has confirmed a charter that defines the Board's duties and work methods, as well as meeting and decision-making procedures. In accordance with the charter, the Board deals with and makes decisions on matters that are financially, operationally or fundamentally significant to the Group.

According to the elementary tasks listed in the charter, the Board shall among others:

• decide upon the group strategy and approve the business strategy
• approve the values of the Company and its subsidiaries
• approve the annual business plan and supervise its implementation
• decide upon the central organization structure and management system of the Company
• discuss and approve the accounts and interim reports
• define the dividend policy of the Company and make a proposal to the Annual General Meeting as to the amount of dividend paid
• appoint the Managing Director of the Company and the Deputy Managing Director, decide upon their remuneration and employment terms
• decide on the appointment of the members of the Company's management group and their remuneration
• decide on the remuneration systems of the Company's CEO and CFO and the principles of the remuneration systems for other personnel
• decide on strategically or economically important investments and the acquisitions and divestments of companies or similar arrangements
• approve the significant principles of risk management
• decide upon the capital structure of the Company
• confirm the principles of internal control
• annually assess its activities and working methods
• be responsible for the other duties assigned to it under the Finnish Companies Act or other regulation
• establish an audit, a remuneration, nomination committee, Investment Committee, Strategy Committee or another committee.

The Board evaluates its operations and working methods once a year through self-assessment. The charter of the Board of Directors is available at https://investors.tecnotree.com/

The principles of Board diversity

In proposing and deciding the number of the members and the composition of the Board, the diversity of the Board, the requirements of the Company's operations and the development phase of the Company shall be taken into account, with the aim of ensuring an efficient management of the Board tasks. The persons elected as members of the Board shall have the competence required in this duty and the possibility to devote sufficient time to attend to their duties. When preparing its proposal concerning the composition of the Board, the Board shall consider the age, gender, education and experience of the members to ensure the diversity of the Board.

The objective of the Company is that expertise from various industries and markets, varied professional and educational backgrounds, a balanced age distribution as well as both sexes are all diversely represented in the Board.

Monitoring of the principles of Board diversity in 2023

At the beginning of the year the Board comprised of five (5) directors, which consisted of one (1) female member and four (4) male members. At the Annual General Meeting held on 19th April 2023, all the directors were re-appointed. At the Annual General Meeting held on 19th April 2023, Mr. Johan Hammarén was elected as a new Board member of the Company.

The experience of the Board members is versatile and diverse. The age of the Board members is between 51 and 78 years. In the current situation of the Company, continuity is deemed important, but the Board will strive to improve diversity further.

Composition of the Board & Its Independence

The Annual General Meeting of 19th April 2023 confirmed that the Board of Directors will consist of six (6) members, and the Board members were elected for a period of office expiring at the end of the next Annual General Meeting following the election. The Annual General Meeting re-elected as Board Members Mr. Neil Macleod, Ms. Jyoti Desai, Mr. Anders Fornander, Mr. Conrad Neil Phoenix and Mr. Markku Wilenius. Markku Wilenius resigned from the post of Member of the Board on 07 December 2023.

Independence

As per the Corporate Governance Code, majority of Board Members must be independent of the company. In addition to that at least two (2) members of mentioned majority must be independent of the company and its significant shareholders.

Tecnotree's Board of Directors have assessed the Board members' independence of the Company and shareholders in compliance with the Finnish Corporate Governance Code. Based on the assessment, three (3) Board members are independent of the Company and of significant shareholders and two (2) Board members are independent of the Company but non-independent of the significant shareholders.

Members of the Board

Neil Macleod, b. 1971, HND, Engineering Systems (Napier University), Diploma in Agriculture and Farm Business (Royal Agricultural College) ja M.Sc. Property Development and Planning Law (Southbank University) Chairman of the Board, 15.5.2019- Member of the Board, 24.9.2018- Main duty: Director, Fitzroy Investments Limited Tecnotree shares as on 31.12.2023: 447,934 -, holding of interest parties as on31.12.2023: 61,493,000 Independent of Tecnotree and non-independent of its significant shareholders.

Jyoti Desai, b. 1957, BA (Hons), B Com Economics and Law, CAIB (SA), Financial Services qualification Vice Chairman of the Board, 15.5.2019- Member of the Board, 24.9.2018- Main duty: Entrepreneur and consultant Tecnotree shares as on 31.12.2023: 255,962 Independent of Tecnotree and its significant shareholders.

Conrad Neil Phoenix, b. 1944, MBE, FRICS Member of the Board, 24.9.2018- Main duty: Director of Harvy Rix Investment Company Limited Tecnotree shares as on 31.12.2023: 149,311, holding of interest parties as on 31.12.2023: 61,493,000 Independent of Tecnotree and non-independent of its significant shareholders.

Tecnotree Corporation P.O. Box 501, FI-02101 Espoo, Finland Tekniikantie 14, 02150 Espoo, Finland Tel +358 9 804 781, www.tecnotree.com ISO 9001 No. FS 28117. Business ID: 1651577-0

Anders Fornander, b. 1957, M.Sc. Computer Science LiTH Sweden and M.Sc. Management of Technology MIT USA Member of the Board, 5.9.2019- Main duty: CEO Software Culture GmbH Tecnotree shares as on 31.12.2023: 149,311 Independent of Tecnotree and its significant shareholders

Johan Hammarén b. 1969, Degree in Law from the University of Helsinki and a Degree in Economics from Hanken School of Economics, Helsinki Member of the Board, 19.04.2023 – Main duty: CEO of Oy Hammarén & Co Ab Tecnotree shares as on 31.12.2023: 88,204, holding of interest parties as on 31.12.2023: 11,581,258 Independent of Tecnotree and its significant shareholders

Markku Wilenius

Member of the Board, 10.9.2020-07.12.2023

The Annual General Meeting 2023 decided the following annual remuneration for the Board members:

• Chairman- EUR 210,000
• Vice Chairman- EUR 120,000
• Other Board members- EUR 70,000.

It was decided to pay approximately 45 per cent of the annual remuneration in Tecnotree's shares and approximately 55 per cent in cash.

Cash remuneration paid to the Chairman and members of the Board of Directors from 1 January 2023 to 31 December 2023 totaled EUR 309,770. As part of the remuneration, the Board members received in total 767,615, Tecnotree's shares (EUR equivalent 277,186) during the period of 01 January 2023 to 31 December 2023.

Tecnotree' s Board of Directors convened eighteen (18) times in 2023.

Board attendance to meetings and remuneration 2023 is as follows:

Member of the Board	Attendance	Board member remuneration, EUR	Board member remuneration, in shares EUR	Total Board member remuneration, EUR
Neil Macleod, Chairman	18/18	115,500	94,500	210,000
Jyoti Desai, Vice Chairman	17/18	66,000	54,000	120,000
Conrad Neil Phoenix	12/18	38,500	31,500	70,000
Anders Fornander	15/18	38,500	31,500	70,000
Johan Hammarén	13/14	33,945	31,500	65,445
Markku Wilenius	13/18	17,325	31,500	48,825
Total	75/104	309,770	274,500	584,270

Board Committees

In the Annual General Meeting of the Company held on 19th April 2023, the Company decided to establish the below committees:

• Audit Committee
• Remuneration Committee

Tecnotree Corporation P.O. Box 501, FI-02101 Espoo, Finland Tekniikantie 14, 02150 Espoo, Finland Tel +358 9 804 781, www.tecnotree.com ISO 9001 No. FS 28117. Business ID: 1651577-0

• Nomination Committee
• Strategy Committee
• Investment Committee

Audit Committee

The Audit Committee's duty is to assist the Company's Board in ensuring that the Company has sufficient internal control system encompassing all of its operations in a manner required by legislation, valid regulations and a good management and administration system. In addition, the Committee assists the Board in ensuring that the monitoring of the Company's accounting and asset management have been organized in an appropriate manner. It is also the Audit Committee's duty to monitor the activities of internal auditing.

The main duties of the Audit Committee are as follows:

• Monitor the financial position of the Company
• Supervise the financial reporting process and risk management process
• Ensure the proper functioning of the corporate governance of the Company
• Evaluate the use and presentation of alternative performance measures
• Approve the operating instructions for internal audit
• Handle the plans and report of the internal audit function
• Evaluate the processes aimed at ensuring compliance with laws and regulations
• Communicate with the auditor in addition to the duties required by regulation
• Monitor the Company's funding and tax position
• Monitor the significant financial, funding, and tax risks
• Monitor the processes and risks relating to IT security
• Handle the Company's corporate governance statement and non-financial report
• Work with the CEO and CFO of the Company, and further direct the CEO and CFO in relation to taking any necessary steps as felt appropriate by the Committee; and
• Pass resolutions and monitor any special issues allocated by the Board and falling within the competence of the Committee (such as issues relating to the Company's procedures and/or specific risks).

At the end of the financial year, the Audit Committee comprised of three (3) members of the Board: Johan Hammaren (Chairman), Jyoti Desai and Neil Macleod. The Audit Committee convened five (5) times during the year.

Committee members Attendance

Johan Hammaren	5/5
Jyoti Desai	5/5
Neil Macleod	5/5
Conrad Neil Phoenix (ex-member) 2/2

Remuneration Committee

The Remuneration Committee shall prepare matters pertaining to the appointment and remuneration of the CEO and other executives of the Company as well as remuneration principles observed by the Company and make recommendations to the Board in these matters.

The main duties of the Remuneration Committee are as follows:

• Develop the remuneration policy and remuneration report for the Company's management team
• Present the remuneration policy and the remuneration report at the general meeting of the Company and respond to questions related thereto
• Preparation of the appointment of core management and the rest of the management team, along with successor planning

• Prepare and assess the remuneration of the CEO and the rest of the management of the Company
• Plan matters pertaining to the remuneration of other personnel and the development of the organization.
• Work with the CEO and CFO of the Company, and further direct the CEO and CFO in relation to taking any necessary steps as felt appropriate by the Committee; and
• Pass resolutions and monitor any special issues allocated by the Board and falling within the competence of the Committee (such as issues relating to the Company's procedures and/or specific risks).

At the end of the financial year the Remuneration Committee comprised of three (3) members of the Board – Jyoti Desai (Chairman), Anders Fornanderand Neil Macleod. The Remuneration Committee convened three (3) times during the year.

Committee members Attendance

Jyoti Desai	3/3
Anders Fornander	2/3
Neil Macleod	3/3

Nomination Committee

The Nomination Committee assists the Board in the preparations of the matters pertaining to the appointment and remuneration of members of the Board and makes recommendations to the Board in these matters.

The main duties of the Nomination Committee are as follows:

• Prepare a proposal to be presented to the general meeting of the Company regarding the composition of the Board (including information on the number of candidates and their profiles)
• Prepare a proposal to be presented to the general meeting concerning the remuneration of the Board in accordance with the remuneration policy prepared by the Remuneration Committee
• Present the proposal to the shareholders at the general meeting
• Prepare the Board of Directors' diversity principles
• Prepare plans regarding succession planning for the members of the Board
• Evaluate the processes aimed at ensuring compliance with laws and regulations
• Work with the CEO and CFO of the Company, and further direct the CEO and CFO in relation to taking any necessary steps as felt appropriate by the Committee; and
• Pass resolutions and monitor any special issues allocated by the Board and falling within the competence of the Committee (such as issues relating to the Company's procedures and/or specific risks).

At the end of the financial year the Nomination Committee comprised of (4) four members of the Board: Jyoti Desai (Chairman), Neil Macleod, Johan Hammaren and Conrad Neil Phoenixas the members of the Nomination Committee. The Nomination Committee meeting was convened one (1) time during the year 2023.

Committee members Attendance

Jyoti Desai	1/1
Neil Macleod	1/1
Conrad Neil Phoenix	1/1

Strategy Committee

The Strategy Committee shall prepare matters pertaining to key strategic choices of the Company and make recommendations to the Board in such matters.

The main duties of the Strategy Committee are as follows:

• Reviewing significant strategic initiatives proposed by Management and making recommendations to the Board regarding the same
• Reviewing the Tecnotree product strategy and roadmaps planned and providing the necessary advice on competitive positioning of products and technologies;
• Attending from time-to-time customer meetings and events as needed to support Management in explaining Tecnotree's strategy
• Work with the CEO and CFO of the Company, and further direct the CEO and CFO in relation to taking any necessary steps as felt appropriate by the Committee; and
• Pass resolutions and monitor any special issues allocated by the Board and falling within the competence of the Committee (such as issues relating to the Company's procedures and/or specific risks).

At the end of the financial year the Strategy Committee comprised of three (3) members of the Board: Markku Wilenius* (Chairman), Anders Fornander and Jyoti Desaias the members of the committee. The Strategy committee did not convene during the year.

*Markku Wilenius resigned from the Board of Directors of Tecnotree and the subsequent Committees on 07 December 2023.

Investment Committee

The objective of the Investment Committee is to discuss, evaluate and to decide on the investment option(s) received, or to be received, by the Company and determine its feasibility and impact on the long-term goals, vision and requirements of the Company, and to update the Board of Directors of the Company of the decision made by the Committee regarding the said investment option(s).

The main duties of the Investment Committee are as follows:

• Discuss matters and issues solely pertaining to the investment option(s) received, or to be received, by the Company;
• Prepare reports and other relevant documents for recording the developments in the matters pertaining to the investment option(s) received by the Company;
• Work independently from the broader Board in evaluating, preparing and making decisions and informing to the Board regarding the investment option(s) which meet the diligence and eligibility criteria, as determined by the Committee;
• Work with the CFO and Legal Counsel who are supporting the Committee, and further direct the CFO and Legal Counsel in relation to taking any necessary steps as felt appropriate by the Committee; and
• Perform any and all other activities as required to fulfil its objectives under this Charter.

At the end of the financial year, the Strategy Committee comprised of three (3) members of the Board: Anders Fornander (Chairman), Jyoti Desai and Johan Hammaren as the members of the committee. The Investment committee convened once during the year. THE CEO

The Chief Executive Officer is responsible for managing and developing the Company's operations as defined in the Finnish Companies Act and, in the guidelines, and instructions issued by the Board of Directors. The CEO may undertake actions that are unusual or far-reaching in view of the scope and quality of the Company's operations only if authorized by the Board of Directors.

The CEO ensures that the Company's accounting complies with legislation and that its assets are managed reliably. The CEO is also responsible for investor relations, corporate communication, long-term strategic and financial planning, as well as major operative decisions and the supervision of their implementation. The CEO prepares matters to be handled at Board meetings and reports to the Board.

The Chief Executive Officer of the Company is Mrs. Padma Ravichander and has been Mrs. Padma Ravichander since 09 May 2016.

Management Board

The main duty of the Management Board is to assist the CEO in operative management, monitor and develop business activities according to strategy and targets, create group level policies, support risk management procedures, follow coherent human resources policy and remuneration as well as manage stakeholder relations. The Management Board convenes at least once a month.

At the end of 2023, the Tecnotree Group Management Board had eleven (11) members: Chief Executive Officer (CEO), Chief Financial Officer (CFO), Chief Marketing Officer (CMO) and Head of B2B2X, Chief Operating Officer (COO), Chief People Officer (CPO), Chief Technology Officer (CTO) & Head of SaaS, Vice President - Value Engineering, Vice President - Product Engineering, Chief Product Officer, SVP Operations and Chief Data and AI Officer. The CEO acts as the Chairman of the Management Group.

Management team members, responsibilities and period of membership

Padma Ravichander: b. 1959, Computer Science and IT (Dip), Concordia University, Montreal Canada, Graduate of Executive Management School Stanford University, California, USA Main duty: Chief Executive Officer, 9.5.2016- Tecnotree shares as on 31.12.2023: 32,910,582

Indiresh Vivekananda, b. 1965, Chartered Accountant Main duty; Group Chief Financial Officer, CFO, 03.10.2022- Tecnotree shares as on 31.12.2023: - 222,734

Prianca Ravichander, b. 1990, MSc Urban Data Management from Erasmus University, Rotterdam B.A.,LLB (Hons.) NALSAR University of Law, Hyderabad Main duty: Chief Marketing Officer and Head of B2B2X Tecnotree shares 31 Dec 2023: 565,311

Leena Koskelainen, s. 1965, Diploma in Business Information Main duty: Chief Operating Officer (COO), 1.2.2018- Tecnotree shares as on 31.12.2023: 522,888 ; holding of interest parties as on 31.12.2023: xxxxxxx

Savitha NK, b. 1973, Master's degree in Human Resources Main duty: Chief People Officer, 19.07.2021- Tecnotree shares as on 31.12.2023: 27,830

Biswajit Deva Sharma, b.1981, Bachelor's degree in Computer Science & Engineering and Master's degree in Management Main duty: Chief Technology Officer (CTO) & Head of SaaS, 10.2.2011- Tecnotree shares as on 31.12.2023: 323,018

Subramanian Ramaseshan b. 1970, M. Sc (computer Science) Main duty: Vice President - Value Engineering, 1.12.2020- Tecnotree shares as on 31.12.2023: 321,720

Anurag Asthana, b. 1970, Bachelor's Degree in Computer Science & Engineering and a Master of Science in Telecommunications Main duty: Vice President - Product Engineering, 17.1.2022- Tecnotree shares as on 31.12.2023: 103,500

Hitesh Morar, b. 1977, Bachelor's Degree in Computer Science & Engineering and a Master of Science in Telecommunications Main duty: Chief Product Officer, 01.03.2023- Tecnotree shares as on 31.12.2023: 50,000

Pankaj Vaish, b. 1964, Bachelor's degree in Electrical & Electronics Engineering with a post-graduation degree in MBA. Main duty: SVP Operations, 09.12.2022- Tecnotree shares as on 31.12.2023: -Nil-

Matt Sanchez, b. 1977, Bachelor of Science, Computer Science, University of Texas at Austin Main duty: Chief Data and AI Officer, 01.01.2023- Tecnotree shares as on 31.12.2023: -Nil-

Description of the main features of the internal control and risk management systems pertaining to the financial reporting process

Company's general objectives for internal control and risk management

The objective of the internal control and reporting methods is to ensure that the Company's operations are efficient, information is reliable and official regulations and internal operating principles are followed. The Group's Management is responsible for performing and guiding the internal control.

The task of risk management is to identify, manage and track the major risks in the Company's business and business environment to enable the Company to achieve its strategic and financial goals in the best possible way. The Company's Management Board is responsible for risk management.

Control activities

The Company mainly uses a common finance system for its financial reporting, and the information in this system for the different companies can also be viewed at head office. Similarly, where necessary the parent company accounts can also be examined at the other offices. Group reporting is performed using a separate system on a monthly basis. Actual figures are compared to the budget, and at the highest level also to the previous forecast. Major deviations are cleared up.

The main control activities include preparing up-to-date forecasts, analyzing deviations in actual data versus forecast and previous periods, performing transaction and process level controls and internal audits. The Company does not have an own internal audit function.

Annual budgets are being prepared and detailed targets are set based on the strategic plans in October-December. A preliminary budget proposal is presented to the Board of Directors in November and the final budget is drawn up based on the feedback received, and this is examined at the Board meeting in December. It also includes plans of action. These are then used as the basis for defining individual targets for each person.

The operating result forecast is updated and presented at the Board meeting. Monthly reporting shows the latest forecast for the period that has ended, the actual figure and the forecast for the following period.

Forecasts for sales, revenues to be recognized and cash flow are examined on a monthly basis or more often, if needed, region by region in telephone conferences. The forecasts are graded in different categories according to their probability, and this information is used by the Management Board to decide on the forecast to be presented to the Board. The Company has also a cash monitoring system in place with weekly assessment reporting.

The Company's financial management together with the relevant levels of management aims at ensuring the correctness in the monthly reporting. Line organization is responsible for budgets and forecasts. The role of the Group's financial management is to collect these plans according to accepted timetables and to control their reliability. Substantial deviations and eventual errors with corrective actions are reported to the Board of Directors.

The Group's financial department performs controls pertaining to the correctness of external and internal reporting. Due to the nature of business a lot of emphasis is put into controlling revenue recognition and receivables.

Risk management

Tecnotree's general annual assessments of external risks assessed by the Management Board define the biggest risks. These assessments are made by evaluating the probability and the impact of the different risks and based on that a risk map is comprised. Actions and a person in charge are defined for each significant risk. The most significant risks have been described in the Board of Directors' Report. The Board approves the significant principles of risk management.

Corporate governance is implemented through documented policies. The main policies are the policy for making sales agreements, credit policy, cash management policy, policy for hedging against currency risks, policy for making purchase agreements and approval policy.

A major part of Tecnotree's risks is related to sales. These risks can be mitigated by reviewing offers systematically. Tecnotree has uniform principles and practices in bid reviews.

The subsidiaries and foreign offices of the parent company have issued guidelines and policies for their own specific purposes that are in line with the Group level policies. The company has defined its Code of Conduct.

The company's financial management is responsible for managing foreign exchange, interest rate and liquidity risks and for taking out insurance against operational risks.

The Management Board of the company handles risks and risk management in its meetings on a regular basis. The CEO reports these to the Board of Directors.

The risks pertaining to financial reporting are mitigated by the methods in financial reporting and control of the Group. The majority of the sales transactions are at the parent company level. The companies have a common chart of accounts and IFRS principles applied, common systems with comprehensive database, centralized treasury and financing, and an easy-to-access archive for contracts and policies.

Related party transactions

Tecnotree monitors and assesses any transactions with its related parties and ensures that potential conflicts of interest are appropriately considered in the Company's decision-making. The Company maintains a list of its related parties. The Company is responsible for determining and identifying the parties and transactions included in related party transactions.

Certain related party transactions are published as required by the stock exchange rules.

In 2023, Tecnotree did not have any material related party transactions that would not be in line with its regular business operations or market conditions.

Insider issues

Tecnotree Group complies with the currently valid insider dealing regulations and the Nasdaq Helsinki Guidelines for Insiders. The Group also has its own Insider Guidelines complementing Nasdaq Helsinki Guidelines for Insiders and it is updated when necessary. The Insider Guidelines are available on the Company's website.

The person in charge of insider issues (insider issues officer) and insider register manager in Tecnotree is the CFO. The duties of the insider issues officer include internal communication and training and the monitoring of insider issues. The insider issue officer is also responsible for managing the closed periods and ensuring

that executives and their related parties meet their obligations related to the notification and publication of related party transactions.

Tecnotree has opted to maintain a separate list of permanent insiders who, on the basis of their position or duties, have permanent access to all inside information concerning the company. Tecnotree has defined the following persons as permanent insiders:

• members of the Tecnotree Board of Directors;
• the CEO; and
• the Secretary of the Board of Directors.

A project-specific insider list is maintained of all insider projects in line with the stock exchange's Guidelines for Insiders.

In accordance with the applicable legislation, persons in managerial positions in Tecnotree Corporation (the Board of Directors, the CEO and the Management Board) and their related parties report any transactions conducted on their own account to the Company and to the Finnish Financial Supervisory Authority within three (3) business days of the completion of such transactions. According to the Company's Insider Guidelines, executives shall, however, notify the transactions on the following working day. The Company publishes a stock exchange release of the transactions of the executives and their related parties in accordance with the applicable legislation.

Tecnotree executives shall schedule their transactions with Tecnotree's financial instruments to avoid the transactions undermining confidence in the securities market. Tecnotree executives shall not trade in Tecnotree's financial instruments during the period starting thirty (30) days before the publication of each financial statements bulletin, half year financial report or three or nine-month financial report and ending on the day following the publication of such data. The closed period also covers the persons participating in the preparation, drafting and publication of Tecnotree's financial reports.

Auditing of accounts

The principal purpose of auditing is to verify that the financial statements provide correct and sufficient information on the Company's result and financial position. In addition, the auditor verifies the legality of the Company's administration.

The auditor is appointed annually in the Annual General Meeting for a term ending at the end of the following Annual General Meeting. A proposal of the auditor made by the Board of Directors or any shareholder holding at least 10% of the voting rights shall be published in the invitation to the Annual General Meeting, provided that the candidate has given his or her consent to be appointed and that the Company has been informed of the proposal sufficiently early for it to be included in the invitation. If the auditor candidate is not known by the Board of Directors at the time of submitting the invitation, the name of the candidate who has been presented in this manner shall be published separately.

The fees of the auditor and any remuneration for services not related to the audit for the financial period shall be published in the Annual Report.

The Annual General Meeting 2023 re-appointed the auditing firm Tietotili Audit Oy as the auditors of the company till the end of the first Annual General Meeting following the election. In 2023, the auditor was paid EUR 195,511 for the audit services.

Communication

In its disclosure policy the Company complies with Finnish and European Union legislation and with the instructions and regulations of Nasdaq Helsinki Ltd, the Financial Supervisory Authority and the European Securities and Markets Authority (ESMA) and the provisions of the Finnish Corporate Governance for Finnish listed companies as well as other rules concerning listed companies.

The central principles Tecnotree follows in its communication are openness, integrity, consistency, and clarity. It is the Company's objective to give all stakeholder groups correct and up-to-date information about the company's operations in a balanced and timely manner.

Tecnotree Corporation The Board of Directors