Resolutions passed by the Annual General Meeting of Tecnotree Corporation; Interim CEO Padma Ravichander appointed CEO
Stock Exchange Release
9 May 2016 at 6.00 p.m. EEST
The Annual General Meeting of Tecnotree Corporation held on 9 May 2016 confirmed the financial statements and the consolidated financial statements for the financial year 2015 and discharged the Board of Directors and the CEO from liability for the year 2015. The Annual General Meeting resolved in accordance with the proposal of the Board of Directors that no dividend is paid for the financial year 2015, and that the parent company’s loss for the financial year, EUR 5,213,387.24, be remained in retained earnings.
The Annual General Meeting confirmed that the Board of Directors will consist of five members. Pentti Heikkinen, Matti Jaakola, Harri Koponen and Christer Sumelius were re-elected as Board members and Pirjo Pakkanen was elected as a new member of the Board. The Board members were elected for a period of office expiring at the end of the first Annual General Meeting following the election.
The Annual General Meeting resolved that the annual fee to the chairman of the Board of Directors will be EUR 50,000, the annual fee of the vice chairman of the Board will be EUR 30,000 and the annual fee of the members of the Board of Directors will be EUR 23,000. In addition it was decided that a compensation of EUR 800 for the chairman and EUR 500 for a member of the Board of Directors be paid for attendance at Board and possible Committee meetings.
KPMG Oy Ab, Authorised Public Accountants, will continue as the company's auditor until the end of the following Annual General Meeting. The principal auditor appointed by them is Mr. Toni Aaltonen, Authorized Public Accountant. The auditor’s fees are paid according to invoice.
The Annual General Meeting authorized the Board of Directors in accordance with the proposal of the Board of Directors to decide to issue and/or to convey a maximum of 100,000,000 new shares and/or the company’s own shares either against payment or for free.
New shares may be issued and the company’s own shares may be conveyed to the company’s shareholders in proportion to their current shareholdings in the company or waiving the shareholder’s pre-emption right, through a directed share issue if the company has a weighty financial reason to do so. The Board of Directors may also decide on a free share issue to the company itself.
The Board of Directors is, within the limits of the authorization, authorized to grant special rights referred to in Chapter 10, Section 1 of the Companies Act, which carry the right to receive, against payment, new shares of the company or the company’s own shares held by the company in such a manner that the subscription price of the shares is paid in cash or by using the subscriber’s receivable to set off the subscription price. The Board of Directors shall decide on other terms and conditions related to the share issues and granting of the special rights. The said authorisations will be valid for one year from the decision of the Annual General Meeting.
In the organizing meeting of the Board of Directors following the Annual General Meeting, Harri Koponen was elected as Chairman and Pentti Heikkinen as Vice Chairman of the Board of Directors. The Board decided to establish an Audit Committee and a Remuneration and Nomination Committee. Pirjo Pakkanen was elected Chairman of the Audit Committee and Pentti Heikkinen, Harri Koponen and Matti Jaakola as members. Christer Sumelius was elected Chairman of the Remuneration and Nomination Committee and Harri Koponen as member.
The Board of Directors has assessed the independence of the Board members in compliance with the recommendations of the Finnish Corporate Governance Code. Based on the assessment, all Board members elected are independent of the company and its major shareholders.
The Board of Directors has appointed Padma Ravichander CEO of the company as of 9 May 2016. She was held the position as interim CEO since 18 April 2016.
Board of Directors
Tuomas Wegelius, CFO, tel. +358 400 433 228
NASDAQ Helsinki Oy
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 1000 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.