Resolutions passed by the Annual General Meeting of Tecnotree Corporation
Tecnotree Corporation Stock Exchange Release 15 April 2024 at 18:00 EEST
The Annual General Meeting of Tecnotree Corporation was held today 15 April 2024 in Helsinki.
The Annual General Meeting confirmed the 2023 annual accounts. The Annual General Meeting discharged the Board of Directors and the CEO from liability for the financial year 2023, with the exception of former Board member Markku Wilenius, who was not granted discharge from liability. The Annual General Meeting also approved the remuneration report and the remuneration policy of the governing bodies of the company. In addition, the Annual General Meeting resolved on the following matters:
Authorization of the Board of Directors to decide on the distribution of dividend
The Annual General Meeting resolved that no dividend be distributed for the financial year 2023 by a resolution of the Annual General Meeting and that the loss of the company for the period be transferred to the retained earnings account in the shareholders’ equity. The Annual General Meeting authorized the Board of Directors to decide in its discretion, on the distribution of a dividend from the retained earnings account as follows:
Based on the authorization, the maximum total amount of dividend to be distributed shall not exceed EUR 170,000. After the completion of the reverse share split and the related redemption and cancellation of the company’s shares approved by the Annual General Meeting, as set out below, the authorization equals to a maximum of EUR 0.01 per share in distribution. Unless the Board of Directors decides otherwise for a justified reason, the authorization will, after completion of the reverse split, be used for the distribution of dividend in one installment during the period of validity of the authorization. The authorization is valid until the opening of the next Annual General Meeting. The Board of Directors will make a separate resolution on the amount and timing of the dividend. The Company will make a separate announcement of such Board resolution. The preliminary record date for the distribution is 24 September 2024 and the preliminary payment date is 1 October 2024. The dividend based on the resolution of the Board of Directors will be paid to a shareholder registered in the company’s shareholders’ register maintained by Euroclear Finland Oy on the record date of the dividend.
Board of Directors, fees and auditor
The Annual General Meeting confirmed in accordance with the proposal of the Board of Directors that the Board of Directors will consist of five (5) members. Mr. Neil Macleod, Mr. Johan Hammarén, Ms. Jyoti Desai, Mr. Anders Fornander and Mr. Conrad Neil Phoenix were re-elected as Board members. The Board members were elected for a term expiring at the end of the first Annual General Meeting following the election.
The Annual General Meeting resolved that the annual fee of the Chairman of the Board of Directors will be EUR 210,000, the annual fee of the Vice Chairman of the Board EUR 120,000 and the annual fee of the other members of the Board of Directors EUR 70,000. Approximately 45 per cent of the remuneration will be paid in Tecnotree’s shares and approximately 55 per cent will be paid in cash. The part of the remuneration paid in shares will be paid by either purchasing shares from the public market, or by transferring own shares held by the company. The shares will be delivered to the Board members within two weeks from the day following the publication of the company’s interim report for 1 January 2024 – 30 September 2024 (or at such first available time when the transaction can be executed under applicable law). The Company will pay the transaction costs and transfer taxes related to the purchase or transfer of the shares.
The audit firm Tietotili Audit Oy was re-elected as the company's auditor. Tietotili Audit Oy has informed the company that APA Mr. Urpo Salo will continue as the auditor with principal responsibility. The auditor’s fees will be paid according to a reasonable invoice approved by the Board of Directors. Tietotili Audit Oy will also act as the sustainability reporting assurance provider of the company until the end of the first Annual General Meeting following the election. The auditor will also be paid remuneration for services rendered for sustainability reporting assurance services according to a reasonable invoice approved by the Board of Directors.
Reverse share split
The Annual General Meeting resolved to carry out a reverse share split, i.e. the reduction of the number of shares without reducing the share capital. The reverse split will be carried out in the book-entry system after the stock market trading has ended on the 19 April 2024 (the "Transaction Day").
The arrangement will be carried out by issuing the company’s new shares without consideration and, thereafter, by redeeming the company’s shares to the effect that each twenty (20) shares of the company are merged into one (1) share.
In order to avoid share fractions the Board of Directors was authorized to resolve on a directed share issue without consideration in which new shares are issued without consideration to the effect that the number of shares in each book-entry account is made divisible by 20. The maximum number of new shares to be issued under the authorization was resolved to be 389,652 shares. The Board of Directors was authorized to resolve on all other matters related to the issuance of shares within the limits of the given authorization.
Concurrently with the above issuance of the company’s shares the company will redeem without consideration from each shareholder a number of shares determined by redemption ratio 20:1, meaning, that for each twenty (20) existing shares of the Company nineteen (19) shares will be redeemed. The Board of Directors of the Company has the right to resolve on all other matters with respect to the redemption of shares. The shares redeemed in connection with the reverse split will be cancelled immediately after the redemption in accordance with the resolution of the Board of Directors.
The reasons for recommending a reverse share split to the Annual General Meeting included increasing the value of an individual share, promoting an efficient share price formation, and enabling the issuance of dividends. The Board of Directors thus considers that the reverse share split is in the interest of the Company and all of its shareholders and that the company therefore has a particularly weighty financial reason for the reverse share split and the related directed share issue without consideration and redemption of shares. The reverse share split does not affect the company’s equity.
The cancellation of the shares and the Company’s new total number of shares will be entered in the trade register approximately on or around 22 April 2024. Trading with the company’s new total number of shares will begin at Nasdaq Helsinki with a new ISIN-number approximately on or around 22 April 2024. If necessary, the trading with the company’s share on Nasdaq Helsinki Ltd. will be temporarily interrupted in order to perform necessary technical measures in the trading facility after the Transaction Day.
The arrangement, when carried out, will not require the shareholders to take any action.
Authorizing the Board of Directors to decide on the issuance of shares and other special rights entitling to shares
The Annual General Meeting resolved to authorize the Board of Directors to decide to issue in total a maximum of 2,500,000 shares through issuance of shares or special rights entitling to shares under Chapter 10, Section 1 of the Finnish Limited Liability Companies Act either against payment or for free in one or more transactions during the effective period of the authorization. The Board of Directors may issue either new shares or treasury shares held by the company. The maximum amount corresponds to approximately 15 percent of the company’s total number of shares after the completion of the reverse share split set out above.
Shares and special rights entitling to shares may be issued in proportion to their current shareholdings in the Company or in deviation of the shareholders’ pre-emption right (directed share issue). The Board of Directors may also decide on a free share issue to the Company itself. The authorization may be used to finance or carry out acquisitions or other arrangements, strengthen or develop the company’s capital structure, diversify the shareholder base, for the purpose of the company’s equity-based incentive plans or payment of Board fees or for other purposes decided by the Board of Directors. The Board of Directors will decide on all terms and conditions of the issuance of shares and special rights entitling to shares under Chapter 10, Section 1 of the Finnish Limited Liability Companies Act.
The authorization is valid for a period of five (5) years from the date of the Annual General Meeting and revokes the authorization granted by the Annual General Meeting on 15 May 2019, but not the authorization granted by this Annual General Meeting in relation to the reverse share split.
Minutes of the Annual General Meeting
The minutes of the meeting will be available on Tecnotree Corporation’s website https://investors.tecnotree.com/en/investors/corporate_governance/annual_general_meeting_2024 no later than on 29 April 2024.
TECNOTREE CORPORATION
Board of Directors
Further information
Indiresh Vivekananda. CFO. tel. +971 56 410 8357
Tecnotree is a 5G-ready digital Business Support System (BSS) player, with AI/ML capabilities and multi-cloud extensibility. Tecnotree is as No.1 on the TM Forum Open API Conformance table with 59 Open APIs, and this is a result of our pursuit towards delivering excellence and consistently providing differentiated experiences and services to the CSPs and DSPs. Our agile and open-source Digital BSS Stack comprises the full range (order-to-cash) of business processes and subscription management for telecom and other digital services industries creating opportunities beyond connectivity. Tecnotree also provides Fintech and B2B2X multi-experience digital marketplace to its subscriber base through the Tecnotree Moments platform to empower digitally connected communities across gaming, health, education, OTT, and other vertical ecosystems. Tecnotree is listed on Helsinki Nasdaq (TEM1V).
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