Resolutions passed by the Annual General Meeting of Tecnotree Corporation
Tecnotree Corporation
Stock Exchange Release
28th March 2012, 6.30 p.m. EET
The Annual General Meeting of Tecnotree Corporation held on 28 March 2012 confirmed the financial statements and the consolidated financial statements for the financial year 2011 and discharged the Board of Directors and the CEO from liability for the year 2011 except Atul Chopra who was not discharged from liability. The Annual General Meeting resolved in accordance with the proposal of the Board of Directors that no dividend be paid for the year 2011, and that the parent company’s loss for the financial year, 13.872.371,72 euros, be covered by non-restricted equity reserves.
The Annual General Meeting confirmed that the Board of Directors will consists of seven members. Johan Hammarén, Pentti Heikkinen, Harri Koponen, Ilkka Raiskinen, Christer Sumelius and Hannu Turunen were re-elected as Board members and Tuija Soanjärvi as 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 until the end of the following Annual General Meeting. The principal auditor appointed by them is Mr. Toni Aaltonen, Authorized Public Accountant.
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 22,500,000 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, Harri Koponen was elected as Chairman and Ilkka Raiskinen as Vice Chairman of the Board of Directors. Harri Koponen was elected as Chairman of the Audit Committee and Tuija Soanjärvi, Ilkka Raiskinen and Hannu Turunen as members. Christer Sumelius was elected as Chairman of the Compensation and Nomination Committee and Johan Hammarén, Harri Koponen and Ilkka Raiskinen 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 Board members are independent of the company and its major shareholders.
TECNOTREE CORPORATION
Board of Directors
FURTHER INFORMATION
Mr Kaj Hagros, President and CEO, tel. +358 40 849 1749
DISTRIBUTION
NASDAQ OMX Helsinki Oy
Main media
www.tecnotree.com
About Tecnotree
Tecnotree is a global provider of a broad range of telecom IT solutions focused on charging, billing, customer care, messaging and content services. Tecnotree empowers communication service providers to create and monetize a broad marketplace of digital services, and augment value across the customer lifecycle. Acknowledged for agility and commitment, Tecnotree has more than 800 employees serving over 100 operators globally. Tecnotree 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.