RESOLUTIONS PASSED BY THE ANNUAL GENERAL MEETING OF TECNOMEN LIFETREE CORPORATION
Tecnomen Lifetree Corporation STOCK EXCHANGE RELESE
25 March 2010, 6.00 p.m.
RESOLUTIONS PASSED BY THE ANNUAL GENERAL MEETING OF TECNOMEN LIFETREE
CORPORATION
The Annual General Meeting of Tecnomen Lifetree Corporation held on 25 March
2010 confirmed the financial statements and the consolidated financial
statements for the financial year 2009 and discharged the Board of Directors and
the CEO from liability for the year 2009. The Annual General Meeting resolved in
accordance with the proposal of the Board of Directors that no dividend be paid
for the year 2009, and that the parent company's loss for the financial year,
22,656,856.24 euros, be covered by non-restricted equity reserves.
The Annual General Meeting confirmed that the Board of Directors will consists
of eight members. Atul Chopra, Johan Hammarén, Pentti Heikkinen, Harri Koponen,
Christer Sumelius, Hannu Turunen and David White were re-elected as Board
members. Ilkka Raiskinen was elected as a new Board member. 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 remunerations to the members
of the Board of Directors be 50,000 euros for the Chairman, 30,000 euros for the
Vice-Chairman and 23,000 euros for a member. In addition it was decided that a
compensation of 800 euros for the Chairman and 500 euros for a member of the
Board of Directors be paid for attendance at Board and Committee meetings.
KPMG Oy Ab, Authorised Public Accountants, will continue as the Company's
auditor, with Sixten Nyman, APA, as principal auditor, until the end of the
following Annual General Meeting.
The Annual General Meeting resolved in accordance with the proposal of the Board
of Directors to amend the Section 1 of Company's Articles of Association
regarding the business name of the company as well as Section 11 regarding the
notice to the Annual General Meeting. The new business name of the Company is
Tecnotree Oyj, in Swedish Tecnotree Abp and in English Tecnotree Corporation.
The Annual General Meeting authorised the Board of Directors in accordance with
the proposal of the Board of Directors to decide on the acquisition of a maximum
of 7,360,000 of the Company's own shares. Own shares shall be acquired 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 acquired 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 acquisition. The authorisation will be
valid for one year from the decision of the Annual General Meeting.
The Annual General Meeting authorised 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 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. The Board of Directors may also decide on a free share issue to the
Company itself. The Board of Directors is, within the authorization, authorized
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 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.
CHAIRMAN OF THE BOARD OF DIRECTORS AND BOARD COMMITTEES
In the assembly meeting of the Board of Directors following the Annual General
Meeting, Hannu Turunen was re-elected as Chairman and Johan Hammarén as Vice
Chairman of the Board of Directors. Hannu Turunen was elected as Chairman of the
Audit Committee and Johan Hammarén, Harri Koponen and David White as members.
Christer Sumelius was elected as Chairman of the Compensation and Nomination
Committee and Johan Hammarén, Ilkka Raiskinen and Hannu Turunen as members.
The Board of Directors has assessed the Board members' independence in
compliance with the Finnish Corporate Governance Code's recommendations. Based
on the assessment, all other Board members are independent of the company and
its major shareholders except Atul Chopra due to his employment. Atul Chopra is
COO and President of Operations and Managing Director for the Indian subsidiary,
Tecnotree Convergence Ltd.
TECNOMEN LIFETREE CORPORATION
Board of Directors
FURTHER INFORMATION
Mr Hannu Turunen, Chairman of the Board, tel. +358 40 758 6615
Mr Eero Mertano, President and CEO, tel. +358 50 5354 970
DISTRIBUTION
NASDAQ OMX Helsinki Oy
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
