Tecnotree Oyj — Share Issue/Capital Change 2021

Jul 9, 2021

The Board of Directors of Tecnotree Corporation decided on a new stock option plan

The Board of Directors of Tecnotree Corporation decided on a new stock option plan

Tecnotree Corporation Stock Exchange Release 9 Jul 2021 at 14:33 EET

The Board of Directors of Tecnotree Corporation has resolved to launch a new
stock option plan directed to the Group key employees. The company has a weighty
financial reason for the issue of stock options, since the stock options are
intended to form part of the incentive and commitment program for the key
employees. The purpose of the stock options is to encourage the key employees to
work on a long-term basis to increase shareholder value. The purpose of the
stock options is also to commit the key employees to the company.

The maximum total number of stock options issued is 23,000,000, and they entitle
their owners to subscribe for a maximum total of 23,000,000 new shares in the
company or existing shares held by the company. The stock options will be issued
gratuitously. Of the stock options, 5,750,000 are marked with the symbol 2021A;
8,050,000 are marked with the symbol 2021B; 5,750,000 are marked with the symbol
2021C and 3,450,000 are marked with the symbol 2021D.

The number of shares subscribed by exercising stock options issued corresponds
to a maximum total of 7.53 per cent of all shares and votes of the shares in the
company after the potential share subscriptions based on the stock options, if
new shares are issued in the share subscription.

The share subscription price for stock options 2021A—2021D is EUR 0.40. The
share subscription price is based on the Board of Directors’ decision taking
into account the ambitious requirements of the Vesting Criteria. The share
subscription price is considerably lower than the prevailing share price whereas
the Vesting Criteria requirements are considerably high. The share subscription
price will be credited to the reserve for the company’s invested unrestricted
equity. The per-share dividends and equity returns will be deducted from the
share subscription price.

The share subscription period for stock options 2021A—2021D will be 1 July
2026—31 December 2026.  The Share subscription period for stock options,
however, will not commence, if the following Vesting Criteria have not been
achieved:

-              stock option 2021A; the market value of the Company is at least
350 M€,

-              stock option 2021B; the market value of the Company is at least
500 M€,

-              stock option 2021C; the market value of the Company is at least
750 M€, and

-              stock option 2021D; the market value of the Company is at least
1,000 M€.

If a Vesting Criterion is fulfilled and confirmed by the Board of Directors, the
relevant Share subscription period will commence on the first day of the month
following the fulfillment of the Vesting Criterion.

If a key employee´s employment or service in a company belonging to the Group
terminates, such person will, as a rule, forfeit without compensation all stock
options for which the relevant share subscription period has not begun.

The Board of Directors will decide upon the distribution of stock options to the
key employees. Approximately 100 key employees, including the members of the
Management Board, belong to the target group of the stock option plan. The terms
and conditions of the stock options 2021 are attached to this release.

The theoretical market value of the stock options is approximately 4.14 million
euros in total:

• stock option 2021A; 0.266€,

-              stock option 2021B; 0.204€,

-              stock option 2021C; 0.142€, and

-              stock option 2021D; 0.106€.

The theoretical market value of the stock options has been calculated by using
the Black & Scholes stock option pricing model taking into account the
probability of fulfillment of the Vesting Criteria set for the stock options,
which has been estimated by a Monte Carlo simulation. The theoretical market
value of the stock options has been calculated with the following input factors:
share price 0.906€, share subscription price 0.40€, risk free interest rate
-0.575%, validity of the stock options 5.5 years, 5 years time to fulfill the
vesting criteria and volatility 61.72%.

The Board of Directors resolved on the stock option plan on the basis of the
authorization granted by the company’s Annual General Meeting of Shareholders
held on 15 May 2019.

TECNOTREE CORPORATION

The Board of Directors

Further information
Neil Macleod, Chairman of the Board, tel. +44 788 449 2694

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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