NOTICE TO THE ANNUAL GENERAL MEETING
Tecnomen Lifetree Corporation STOCK EXCHANGE RELEASE
26th February 2010, at 2.00 pm
NOTICE TO THE ANNUAL GENERAL MEETING
Notice is given to the shareholders of Tecnomen Lifetree Corporation to the
Annual General Meeting to be held on Thursday, 25 March at 3 p.m. at Palace
Gourmet, Conference Room, address Eteläranta 10, 10th floor, Helsinki. The
reception of persons who have registered for the meeting will commence at 2 p.m.
A. Matters on the agenda of the Annual General Meeting
At the Annual General Meeting, the following matters will be considered:
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. Presentation of the annual accounts, the report of the Board of Directors and
the auditor's report for the year 2009
- Review by the CEO
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend
The Board of Directors proposes to the Annual General Meeting that it would
resolve not to pay any dividend to the shareholders from the financial year
ended 31 December 2009, and the parent company's loss for the financial year EUR
22,656,856.24 will be covered from the unrestricted equity funds.
9. Resolution on the discharge of the members of the Board of Directors and the
CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors
The Remuneration and Nominating Committee proposes to the Annual General Meeting
that the members of the Board of Directors' fees remain unchanged so that the
Chairman of the Board of Directors will receive EUR 50,000 per year, the Vice
Chairman will receive EUR 30,000 per year and the other board members will
receive EUR 23,000 each per year. In addition, the Chairman of the Board of
Directors will receive an attendance fee of EUR 800 and the other board members
EUR 500 per meeting, respectively, for board and committee work. The
aforementioned board fees can instead of cash be paid in Company's shares.
11. Resolution on the number of members of the Board of Directors
The Remuneration and Nominating Committee proposes to the Annual General Meeting
that eight (8) members will be elected to the Board of Directors.
12. Election of members of the Board of Directors
The Remuneration and Nominating Committee proposes to the Annual General Meeting
that the following current members of the Board of Directors will be re-elected:
Mr. Atul Chopra, Mr. Johan Hammarén, Mr. Pentti Heikkinen, Mr. Harri Koponen,
Mr. Christer Sumelius, Mr. Hannu Turunen and Mr. David White, and Mr. Ilkka
Raiskinen will be elected as a new member of the Board of Directors. Essential
parts of Ilkka Raiskinen's CV are available on Tecnomen Lifetree Corporation's
website at www.tecnotree.com .
The members of the Board of Directors are elected for a term that expires at the
end of the first Annual General Meeting following the election.
13. Resolution on the remuneration of the auditor
The Audit Committee proposes to the Annual General Meeting that the auditor's
fees are paid according to the auditor's invoice.
14. Election of auditor
The Audit Committee proposes to the Annual General Meeting that KPMG Oy Ab,
Authorized Public Accountants continues as the Company's auditor, and that the
principal auditor appointed by them is Sixten Nyman, Authorized Public
Accountant.
The term of the auditor expires at the end of the first Annual General Meeting
following the election.
15. Proposal by the Board of Directors to amend the articles of association
The Board of Directors proposes to the Annual General Meeting that Articles 1
and 11 regarding the business name and the notice to the annual general meeting
of the articles of association of the company will be amended as follows:
“1 § Business name and domicile of Company
The business name of the Company is Tecnotree Oyj; in Swedish, Tecnotree Abp;
and in English, Tecnotree Corporation. The Company is domiciled in Espoo.”
“11 § Notice to the Annual General Meeting
The notice to the Annual General Meeting must be published on the Company's
website no earlier than three (3) months before the record date of the Annual
General Meeting and no later than three (3) weeks before the Annual General
Meeting, nevertheless no later than nine (9) days before the record date of the
Annual General Meeting. In addition, the Board of Directors may decide to
release the notice in a different manner.”
16. Authorizing the Board of Directors to decide on the repurchase of the
Company's own shares
The Board of Directors proposes that the Annual General Meeting authorize the
Board of Directors to decide on the repurchase of a maximum of 7,360,000 of the
Company's own shares as follows:
Own shares can be repurchased with unrestricted shareholders' equity otherwise
than in proportion to the holdings of the shareholders through public trading of
the securities on NASDAQ OMX Helsinki Oy at the market price of the shares in
public trading at the time of the acquisition.
Own shares can be repurchased for the purpose of developing the capital
structure of the Company, carrying out corporate acquisitions or other business
arrangements to develop the business of the Company, financing capital
expenditure, to be used as part of the Company's incentive schemes, or to be
otherwise retained in the possession of the Company, disposed of or nullified in
the extent and manner decided by the Board of Directors.
The Board of Directors will decide on other terms of the share repurchase. This
share repurchase authorization will be valid for one year from the decision of
the Annual General Meeting.
17. Authorizing the Board of Directors to decide on the issuance of shares as
well as the issuance of options and other special rights entitling to shares
The Board of Directors proposes to the Annual General Meeting to authorize the
Board of Directors to decide to issue and/or convey a maximum of 17,800,000 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, such as the
development of the capital structure of the Company, carrying out corporate
acquisitions or other business arrangements to develop the business of the
Company, financing capital expenditure or using the shares as part of the
Company's incentive schemes in the extent and manner decided by the Board of
Directors.
The Board of Directors may also decide on a Free Share Issue to the Company
itself. The number of shares to be issued to the Company together with the
shares repurchased to the Company on the basis of the repurchase authorization
shall be a maximum of 1/10 of all the Company's shares.
The Board of Directors is authorized, within the authorization, to grant the
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 subscription price of the new shares and the consideration payable for the
Company's own shares may be recorded partially or fully in the invested
non-restricted equity fund or in the share capital in the extent and manner
decided by the Board of Directors.
The Board of Directors shall decide on other terms and conditions related to the
share issues and granting of the special rights. These proposed authorizations
will be valid for one year from the decision of the Annual General Meeting.
18. Closing of the meeting
B. Documents of the Annual General Meeting
The proposals of the Board of Directors and its committees relating to the
agenda of the Annual General Meeting as well as this notice are available on
Tecnomen Lifetree Corporation's website at www.tecnotree.com from 26 February
2010. The annual report of Tecnomen Lifetree Corporation, including the
company's annual accounts, the report of the Board of Directors and the
auditor's report, is available on the aforementioned website no later than 3
March 2010. The proposals of the Board of Directors and the annual accounts are
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 Annual General Meeting
1. The right to participate and registration
Each shareholder, who is registered on 15 March 2010 in the shareholders'
register of the company held by Euroclear Finland Ltd., has the right to
participate in the Annual 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, who wants to participate in the Annual General Meeting, shall
register for the meeting no later than 22 March 2010 at 4 p.m. by giving a prior
notice of participation. Such notice can be given:
a) on the company's website www.tecnotree.com ;
b) by telephone (09) 8047 8767 from Monday till Friday at 9 a.m. - 4 p.m.
c) by telefax (09) 8047 8212; or
d) by regular mail to Tecnomen Lifetree Corporation, the Annual General Meeting,
PL 93, 02271 Espoo
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 Annual General Meeting and with the processing of related
registrations.
Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is
present at the Annual General Meeting has the right to request information with
respect to the matters to be considered at the meeting.
2. Proxy representative and powers of attorney
A shareholder may participate in the Annual 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
Annual General Meeting. When a shareholder participates in the Annual 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 Annual General Meeting.
Possible proxy documents should be delivered in originals to Tecnomen Lifetree
Corporation, the Annual General Meeting, PL 93, 02271 Espoo before the last date
for registration 22 March 2010 by 4 p.m.
3. Holders of nominee registered shares
A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the shareholder's register
of the company, the issuing of proxy documents and registration for the Annual
General Meeting from his/her custodian bank. The account management organization
of the custodian bank will register a holder of nominee registered shares, who
wants to participate in the Annual General Meeting, to be temporarily entered
into the shareholders' register of the company at the latest 22 March 2010, if
no exception, by 10 a.m. Further information on these matters can also be found
on the company's website www.tecnotree.com .
4. Other instructions and information
On the date of the notice to the Annual General Meeting 26 February 2010, the
total number of shares in Tecnomen Lifetree Corporation is 73,630,977 shares and
the total number of votes is 73,630,977 votes.
TECNOMEN LIFETREE CORPORATION
Board of Directors
FURTHER INFORMATION
Tuomas Wegelius, CFO, tel. +358 9 8047 8650
DISTRIBUTION
NASDAQ OMX Helsinki Ltd
Main Media
www.tecnotree.com
About Tecnotree
Tecnotree, (Tecnomen Lifetree) founded in 1978, is one of the leading suppliers
of Business and Operations Support Systems (BSS/OSS) and Value Added Services
(VAS) for telecom operators worldwide. Tecnotree markets and sells its products
and services through its own organisation, as well as through global and local
partners, and has supplied its products to more than 120 customers around the
world. Headquartered in Espoo, Finland, Tecnotree has about 800 employees
working in 20 locations worldwide. The company is listed on the main list of
NASDAQ OMX Helsinki Ltd with the trading code TEM1V. For more information
on Tecnotree visit www.tecnotree.com
