Notice to the Extraordinary General Meeting
Stock Exchange Release
5 March at 11.50 a.m. EET
Notice is given to the shareholders of Tecnotree Corporation to the Extraordinary General Meeting to be held on Friday 27 March 2015 at 2 p.m. at Hotel Scandic Simonkenttä, conference room Mansku, address Simonkatu 9, 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 Meeting of Shareholders
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 continuation of the application for restructuring proceedings
Tecnotree Corporation has on 5 March 2015 filed an application to the District Court of Espoo for the commencement of restructuring proceedings, as referred to in the Restructuring of Enterprises Act.
Because of the urgency of the matter, the Board of Directors has filed the application in accordance with chapter 20, section 24 of the Companies Act. Pursuant to such provision, the Board of Directors shall without delay convene a Meeting of Shareholders to decide on the continuation of the application. The Board of Directors proposes to the Extraordinary General Meeting that the application be continued.
7. Closing of the meeting
B. Documents of the Meeting of Shareholders
The proposal of the Board of Directors relating to the agenda of the Extraordinary General Meeting as well as this notice are available on Tecnotree Corporation’s website at www.tecnotree.com from this day. The proposal of the Board of Directors is also available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request.
C. Instructions for the participants in the Extraordinary General Meeting
1. Shareholders registered in the shareholders’ register
Each shareholder, who is registered on 17 March 2015 in the shareholders’ register of the company held by Euroclear Finland Ltd., 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.
Shareholders registered in the shareholders’ register, who want to participate in the Extraordinary General Meeting, shall register for the meeting no later than 24 March 2015 at 2 p.m., by which time the prior notice of participation shall be received by the company.
Such notice can be given:
a) on the company’s website www.tecnotree.com ;
b) by telephone +358 20 770 6878 from Monday till Friday at 9 a.m. – 4 p.m.; or
c) by regular mail to Tecnotree Corporation, the Extraordinary 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 is used only in connection with the Extraordinary 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 Extraordinary General Meeting.
2. 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, i.e. on 24 March 2015, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate in the Extraordinary 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 24 March 2015 at 10 a.m. As regards nominee registered shares this constitutes due registration for the Extraordinary 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 Extraordinary 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 Extraordinary General Meeting and exercise his/her rights at the 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 Extraordinary General Meeting. When a shareholder participates in the Extraordinary 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 Extraordinary General Meeting.
Possible proxy documents should be delivered in original to Tecnotree Corporation, Extraordinary General Meeting, PO Box 93, FI-02271 Espoo, Finland before the last date for registration 24 March 2015 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 Extraordinary General Meeting has the right to request information with respect to the matters to be considered at the meeting.
On the date of the notice to the Extraordinary General Meeting, 5 March 2015, 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, 5 March 2015
The Board of Directors
NASDAQ OMX Helsinki Ltd
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 on service bundles, provide personalised user experiences and augment value throughout the customer lifecycle. With over 1000 telecom experts, Tecnotree serves more than 100 service providers in over 70 countries. Tecnotree is listed on the main list of NASDAQ OMX Helsinki with the trading code TEM1V. For more information on Tecnotree, please visit www.tecnotree.com