Tecnotree Oyj — Proxy Solicitation & Information Statement 2021

Jul 9, 2021

Notice to the Extraordinary General Meeting of Tecnotree Corporation

Notice to the Extraordinary General Meeting of Tecnotree Corporation

Tecnotree Corporation Stock Exchange Release 9 Jul 2021 at 14:32 EET

Notice is given to the shareholders of Tecnotree Corporation (“Tecnotree” or the
“Company”) to the Extraordinary General Meeting to be held on Friday 30 July
2021 at 10.00 a.m. (EEST) at the head office of the Company, address
Tekniikantie 14, 02150 Espoo.

The Company’s Board of Directors has resolved on exceptional meeting procedures
based on the temporary legislative act (375/2021) which entered into force on 8
May 2021. In order to curb the spread of the COVID-19 pandemic, the
Extraordinary General Meeting will be organized without shareholders’ or their
proxy representatives’ presence at the Extraordinary General Meeting venue.

The Company’s shareholders may participate in the Extraordinary General Meeting
and exercise their shareholder rights only by voting in advance and by
presenting counterproposals or questions in advance. Instructions for
shareholders are provided in section C. “Instructions for the participants in
the Extraordinary General Meeting”.

The Company’s Board of Directors, the Management Team or the auditors will not
participate in the Extraordinary General Meeting and they will not give any
addresses. Furthermore, no webcast to the Extraordinary General Meeting will be
provided.

A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING

At the Extraordinary General Meeting the following matters will be considered:

1. Opening of the meeting
2. Calling the meeting to order

Susanne Mattsson, LLM, trained on the bench, will act as Chairman of the
Extraordinary General Meeting. Should Susanne Mattsson for a weighty reason not
be able to act as Chairman of the Extraordinary General Meeting, the Company’s
Board of Directors will appoint another person that it deems most suitable to
act as Chairman.

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

Juhana Kiuru, Director, Finance, will scrutinize the minutes and supervise the
counting of votes at the Extraordinary General Meeting. Should Juhana Kiuru for
a weighty reason not be able to attend to these tasks, the Company’s Board of
Directors will appoint another person that it deems most suitable to scrutinize
the minutes and supervise the counting of votes.
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes

Shareholders who have voted in advance in accordance with the instructions set
out in this notice and who have the right to attend the Extraordinary General
Meeting in accordance with Chapter 5, Sections 6 and 6a of the Finnish Companies
Act will be recorded to have attended the Extraordinary General Meeting. The
list of votes will be adopted according to the information provided by Euroclear
Finland Ltd.

1. Authorizing the Board of Directors to decide on a directed issue

The Company announced on 9 July 2021 by a separate stock exchange release that
it is planning to implement a share issue to raise approximately EUR 22 million
in gross proceeds.

The Board of Directors of the Company proposes that the Extraordinary General
Meeting authorize the Board of Directors to decide on a directed share issue as
follows:

· Pursuant to the authorization, a maximum of 30,577,778 new shares may be
issued. The shares will be offered in deviation from the Company’s shareholders’
pre-emptive subscription right to be subscribed for by Joensuun Kauppa ja Kone
Oy and Oy Hammarén & Co Ab at a subscription price of EUR 0.72 per share. The
subscription price of the directed issue is based on negotiations between the
Company and the investors.
· The Board of Directors is authorized to decide on all other terms and
conditions of the share issue.
· The purpose of the directed issue is to support the debt repayment
capability and strengthen the working capital of the Company, so there is a
weighty financial reason for the Company, as referred to in Chapter 4, section
4(1) of the Finnish Companies Act, for the directed issue and for the deviation
from the shareholder’s pre-emptive right.
· The authorization will be valid until 30 September 2021.
· The authorization will not revoke any prior authorizations granted to the
Board of Directors to decide on the issuance of shares and/or special rights
entitling to shares.

1. Closing of the meeting
   B. DOCUMENTS OF THE EXTRAORDINARY GENERAL MEETING
   This notice, which contains the proposal made to the Extraordinary General
   Meeting, as well as the other documents that shall be kept available for the
   shareholders according to Chapter 5, Section 22 of the Finnish Companies Act are
   available on the Company’s website at
   https://www.tecnotree.com/investors_eng/share-information/general
   -meeting/extraordinary-general-meeting
   -2021/ (https://eur02.safelinks.protection.outlook.com/?url=https%3A%2F%2Fwww.tec
   notree.com%2Finvestors_eng%2Fshare-information%2Fgeneral-meeting%2Fextraordinary
   -general-meeting
   -2021%2F&data=04%7C01%7C%7C34aa384db4e44013c7b408d94105643d%7Cfe0537b25e454637bc2
   91f98ae2f918d%7C0%7C0%7C637612313674506342%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLj
   AwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C1000&sdata=k8tNMsu6zLXaqkY
   S68x2rFXLHKnMGmOs2%2BdZDBQSdl8%3D&reserved=0). A copy of these documents and
   this notice will be sent to shareholders upon request.

The minutes of the Extraordinary General Meeting will be available on the above
-mentioned website as from 13 August 2021, at the latest.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE EXTRAORDINARY GENERAL MEETING

The Company’s shareholders can participate in the Extraordinary General Meeting
and exercise their shareholder rights only by voting in advance in accordance
with the instructions set out below.

1. Right to participate

Each shareholder, who is registered in the shareholders’ register of the Company
held by Euroclear Finland Ltd on the record date of the Extraordinary General
Meeting, which is 20 July 2021, has the right to participate in the
Extraordinary 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 can participate in the Extraordinary
General Meeting and exercise his/her shareholder rights only by voting in
advance in accordance with the instructions set out below.

Changes in the ownership of shares after the record date of the Extraordinary
General Meeting do not affect the right to participate in the meeting or the
number of votes of the shareholder.

Instructions for holders of nominee registered shares are set out below under
Section C.4 “Holders of nominee registered shares”.
2. Registration and voting in advance

Registration for the Extraordinary General Meeting and advance voting will begin
at 12.00 noon on 13 July 2021 following the deadline for submitting
counterproposals as further set out in section 5 below. A shareholder registered
in the shareholders’ register of the Company, who wishes to participate in the
Extraordinary General Meeting, must register for the Extraordinary General
Meeting and vote in advance no later than by 23 July 2021 at 4 p.m., by which
time the registration and votes must have been received.

A shareholder, whose shares are registered on his/her Finnish book-entry
account, can register and vote in advance on certain matters on the agenda
between 12.00 noon on 13 July 2021 and 4 p.m. on 23 July 2021 in the following
ways:

a. electronically through the Company’s website at
https://www.tecnotree.com/investors_eng/share-information/general
-meeting/extraordinary-general-meeting-2021/.

Registration requires strong electronic authentication of a shareholder who is a
natural person. When a shareholder who is a natural person logs into the service
through the Company's website, he/she is directed to the electronic
authentication. After this, a shareholder can in one session register to the
Extraordinary General Meeting, authorize another person and vote in advance.
Strong electronic authentication can be made with online banking codes or a
mobile certificate. For shareholders that are legal persons, no strong
electronic authentication is required. However, shareholders that are legal
persons must provide their book-entry account number and other required
information.

b. by e-mail or regular mail

A shareholder may send the advance voting form available on the Company’s
website to Euroclear Finland Ltd by email to yhtiokokous@euroclear.eu or by
regular mail to Euroclear Finland Ltd, Yhtiökokous, P.O. Box 1110, FI-00101
Helsinki, Finland. The advance voting form will be available at
https://www.tecnotree.com/investors_eng/share-information/general
-meeting/extraordinary-general-meeting-2021/ once the registration and advance
voting begins on 13 July 2021 at 12.00 noon or shortly thereafter.

A shareholder’s advance votes are registered and taken into account if the
shareholder registers and votes in advance in accordance with the applicable
instructions and duly provides all required information in connection thereto
before the expiry of the registration and advance voting period.

The voting instructions will also be available on the Company's website at
https://www.tecnotree.com/investors_eng/share-information/general
-meeting/extraordinary-general-meeting-2021/. In connection with the
registration, a shareholder or a proxy representative is required to provide the
requested personal information. The personal information given to the Company by
shareholders and proxy representatives is only used in connection with the
Extraordinary General Meeting and with the processing of related necessary
registrations.
3. Proxy representative and powers of attorney

A shareholder may authorize a proxy representative to register and vote in
advance on behalf of the shareholder. Proxy representatives cannot attend the
meeting physically and must also vote in advance in the manner described in this
notice.

A proxy and voting instruction template will be available at
https://www.tecnotree.com/investors_eng/share-information/general
-meeting/extraordinary-general-meeting-2021/ once the registration and advance
voting begins on 13 July 2021 at 12.00 noon or shortly thereafter.

Authorizing a proxy representative requires that:

a)                         If registration and advance voting occurs through the
electronic meeting service on Tecnotree’s website: duly populated proxy
documents should be delivered primarily by email to
Investor.Relations@tecnotree.com or by mail to Tecnotree Corporation /Juhana
Kiuru, Tekniikantie 14, 02150 Espoo, before the end of the registration and
advance voting period, by which time the proxy documents must have been
received. Proxy representatives can only register and vote in advance on behalf
of corporate shareholders in the general meeting service. Natural persons must
register and vote in advance themselves by using Finnish bank ID; or

b)                         If registration and advance voting occurs by
populating the advance voting form that will be available on Tecnotree’s website
on 13 July 2021: duly populated proxy documents should be delivered to Euroclear
Finland Ltd together with the signed and duly populated advance voting form, in
accordance with the instructions and by the applicable deadlines set out in the
relevant form.

Only delivering proxy documents to the Company or to Euroclear Finland Ltd does
not result in the shareholder’s advance votes being registered and taken into
account. The successful registration of a shareholder and his/her advance votes
also requires that the proxy representative registers and votes in advance on
behalf of the shareholder in the manner set out in this notice.

If a shareholder wishes to participate in the Extraordinary General Meeting by
means of several proxy representatives representing the shareholder with shares
at different book-entry accounts, separate proxies for each book-entry account
needs to be provided and the shares by which each proxy representative
represents the shareholder shall be identified in the proxy documents.

Holders of nominee registered shares should register and vote in advance in
accordance with the instructions set out under Section C.4 “Holders of nominee
registered shares”.

1. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the
Extraordinary General Meeting by virtue of such shares, based on which he/she on
the record date of the Extraordinary General Meeting, on 20 July 2021, would be
entitled to be registered in the shareholders’ register of the Company
maintained by Euroclear Finland Oy Ltd. The right to participate in the
Extraordinary General Meeting requires, in addition, that the shareholder on the
basis of such shares has been registered into the temporary shareholders’
register held by Euroclear Finland Ltd at the latest by 27 July 2021 at 10.00
a.m. As regards nominee registered shares this constitutes due registration for
the Extraordinary General Meeting. Changes in the ownership of shares after the
record date of the Extraordinary General Meeting do not affect the right to
participate in the Extraordinary General Meeting or the number of votes of the
shareholder.

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the temporary shareholders’
register of the Company, the issuing of proxy documents and registration for the
Extraordinary General Meeting from his/her custodian bank. The account
management organization of the custodian bank has to register a holder of
nominee registered shares, who wants to participate in the Extraordinary General
Meeting, into the temporary shareholders’ register of the Company at the latest
by 27 July 2021 at 10.00 a.m.

The account management organization of the custodian bank shall also take care
of the voting in advance on behalf of the holders of nominee-registered shares
within the registration period applicable to nominee-registered shares.

1. Counterproposals, right to ask questions and other information

Shareholders representing at least one hundredth (1/100) of all the shares in
the Company have the right to make counterproposals concerning the matters on
the agenda of the Extraordinary General Meeting to be placed for a vote. Such
counterproposals shall be delivered to the Company by email to
Investor.Relations@tecnotree.com at the latest by 12 July 2021 at 4.00 p.m., by
which time the counterproposals must be received by the Company.

A counterproposal is eligible for voting at the Extraordinary General Meeting if
the shareholders who have made the counterproposal have the right to attend the
meeting and on the record date of the Extraordinary General Meeting represent at
least one hundredth (1/100) of all shares in the Company. If a counterproposal
is not eligible for voting at the Extraordinary General Meeting, the votes given
in favour of such a counterproposal will not be taken into account. The Company
will publish potential counterproposals eligible for voting on the Company‘s
website at https://www.tecnotree.com/investors_eng/share-information/general
-meeting/extraordinary-general-meeting-2021/ on 13 July 2021, at the latest.

A shareholder has the right to ask questions with respect to the matters to be
considered at the Extraordinary General Meeting pursuant to Chapter 5, Section
25 of the Finnish Companies Act. Such questions must be sent by email to
Investor.Relations@tecnotree.com by 16 July 2021 at 4.00 p.m., by which time the
questions must be received by the Company. Such questions by shareholders,
responses to such questions by the Company‘s management as well as other
counterproposals than those eligible for voting will be available on the
Company‘s website at https://www.tecnotree.com/investors_eng/share
-information/general-meeting/extraordinary-general-meeting-2021/ on 21 July
2021, at the latest.

In connection with asking questions, shareholders are required to provide
adequate evidence of their shareholding.

On the date of this notice, 9 July 2021, the total number of shares in Tecnotree
Corporation is 282,628,428 shares and the total number of votes is 282,628,428
votes. On the date of this notice, the Company holds 14,894,316 treasury shares.
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.

Attachments: