Notice to Extraordinary General Meeting
Stock Exchange Release
18 October 2016 at 8.30 a.m. EEST
Notice is given to the shareholders of Tecnotree Corporation to the Extraordinary General Meeting to be held on Wednesday 9 November 2016 at 2 p.m. at Radisson Blu Seaside Hotel, Ruoholahdenranta 2, Helsinki, Finland. The reception of persons who have registered for the meeting will commence at 1 p.m.
A. Matters on the agenda of the General Meeting
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to 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
6. Resolution on the approval of the restructuring programme
The restructuring administrator of the company filed his proposal for the revised restructuring programme of the company on 30 September 2016 (“Restructuring Programme Proposal”) to the District Court of Espoo. The approval and entry into force of the Restructuring Programme Proposal are conditional upon the approval of the Restructuring Programme Proposal by the General Meeting. By approving the Restructuring Programme Proposal at the General Meeting, the company authorizes the supervisor of the restructuring programme to sell, during the execution of the restructuring programme, property eligible for business mortgaging, if the Board of Directors in each case so proposes and securing the operational conditions of the company so requires.
The Board of Directors proposes that the General Meeting approves the Restructuring Programme Proposal.
Additional information in respect of the proposal of the Board of Directors
The company has by a stock exchange release published information about the Restructuring Programme Proposal and the effects thereof on 30 September 2016. The Restructuring Programme Proposal is also attached to the stock exchange release regarding the notice to the General Meeting.
7. Amendment of the Articles of Association
The Board of Directors proposes that Article 14 of the company’s Articles of Association concerning a redemption obligation shall in its entirety be removed from the Articles of Association.
8. Closing of the meeting
B. Documents of the General Meeting
The above-mentioned proposals of the Board of Directors as well as this notice are available on Tecnotree Corporation’s website at www.tecnotree.com as of today. The proposals of the Board of Directors and the Restructuring Programme Proposal are also available at the General Meeting. Copies of these documents and of this notice will be sent to shareholders upon request.
C. Instructions for the participants in the General Meeting
1. Shareholders registered in the shareholders’ register
Each shareholder, who is registered on 28 October 2016 in the shareholders’ register of the company held by Euroclear Finland Ltd., has the right to participate in the 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 registered in the shareholders’ register, who wants to participate in the General Meeting, shall register for the General Meeting no later than 4 November 2016 at 2 p.m. by giving prior notice of participation, which shall be received by the company no later than on the above-mentioned time. Such notice can be given:
a) on the company’s website www.tecnotree.com;
b) by telephone +358 9 804 78333 from Monday till Friday at 9 a.m. – 3 p.m.; or
c) by regular mail to Tecnotree Corporation, General Meeting, PO Box 93, FI-02271 Espoo, Finland
In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Tecnotree Corporation is used only in connection with the General Meeting and with the processing of related registrations.
The shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation at the venue of the General Meeting.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares, based on which he/she on the record date of the General Meeting, i.e. on 28 October 2016, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate in the 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 4 November 2016 at 10 a.m. As regards nominee registered shares this constitutes due registration for the 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 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.
Further information on these matters can also be found on the company’s website www.tecnotree.com .
3. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her rights at the General Meeting by way of proxy representation. A proxy representative shall produce 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 General 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.
Possible proxy documents should be delivered in original to Tecnotree Corporation, General Meeting, PO Box 93, FI-02271 Espoo, Finland before the last date for registration 4 November 2016 by 2 p.m.
4. Other instructions and information
Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the General Meeting.
On the date of the notice to the General Meeting, 18 October 2016, the total number of shares in Tecnotree Corporation is 122,628,428 shares and the total number of votes is 122,628,428 votes.
In Espoo, 18 October 2016
THE BOARD OF DIRECTORS
Padma Ravichander, CEO
tel. +358 400 156 371
Tecnotree is a global provider of telecom IT solutions for the management of products, customers and revenue. Tecnotree helps communications service providers to transform their business towards a marketplace of digital services. Tecnotree empowers service providers to monetise service bundles, provide personalised user experiences and augment value throughout the customer lifecycle. With around 900 telecom experts, Tecnotree serves around 90 service providers in around 70 countries. Tecnotree is listed on the main list of NASDAQ Helsinki with the trading code TEM1V. For more information on Tecnotree, please visit www.tecnotree.com.