Resolutions passed by the Annual General Meeting of Tecnomen Lifetree Corporation
Stock Exchange Release 25 March 2010 at 6.00 pm
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
Mr Hannu Turunen, Chairman of the Board, tel. +358 40 758 6615
Mr Eero Mertano, President and CEO, tel. +358 50 5354 970
NASDAQ OMX Helsinki Oy
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