Notice to the Extraordinary General Meeting of Tecnotree Corporation
Tecnotree Corporation Stock Exchange Release 9 Jul 2021 at 14:32 EET
Notice is given to the shareholders of Tecnotree Corporation (“Tecnotree” or the “Company”) to the Extraordinary General Meeting to be held on Friday 30 July 2021 at 10.00 a.m. (EEST) at the head office of the Company, address Tekniikantie 14, 02150 Espoo.
The Company’s Board of Directors has resolved on exceptional meeting procedures based on the temporary legislative act (375/2021) which entered into force on 8 May 2021. In order to curb the spread of the COVID-19 pandemic, the Extraordinary General Meeting will be organized without shareholders’ or their proxy representatives’ presence at the Extraordinary General Meeting venue.
The Company’s shareholders may participate in the Extraordinary General Meeting and exercise their shareholder rights only by voting in advance and by presenting counterproposals or questions in advance. Instructions for shareholders are provided in section C. “Instructions for the participants in the Extraordinary General Meeting”.
The Company’s Board of Directors, the Management Team or the auditors will not participate in the Extraordinary General Meeting and they will not give any addresses. Furthermore, no webcast to the Extraordinary General Meeting will be provided.
A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING
At the Extraordinary General Meeting the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
Susanne Mattsson, LLM, trained on the bench, will act as Chairman of the Extraordinary General Meeting. Should Susanne Mattsson for a weighty reason not be able to act as Chairman of the Extraordinary General Meeting, the Company’s Board of Directors will appoint another person that it deems most suitable to act as Chairman.
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
Juhana Kiuru, Director, Finance, will scrutinize the minutes and supervise the counting of votes at the Extraordinary General Meeting. Should Juhana Kiuru for a weighty reason not be able to attend to these tasks, the Company’s Board of Directors will appoint another person that it deems most suitable to scrutinize the minutes and 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
Shareholders who have voted in advance in accordance with the instructions set out in this notice and who have the right to attend the Extraordinary General Meeting in accordance with Chapter 5, Sections 6 and 6a of the Finnish Companies Act will be recorded to have attended the Extraordinary General Meeting. The list of votes will be adopted according to the information provided by Euroclear Finland Ltd.
6. Authorizing the Board of Directors to decide on a directed issue
The Company announced on 9 July 2021 by a separate stock exchange release that it is planning to implement a share issue to raise approximately EUR 22 million in gross proceeds.
The Board of Directors of the Company proposes that the Extraordinary General Meeting authorize the Board of Directors to decide on a directed share issue as follows:
- Pursuant to the authorization, a maximum of 30,577,778 new shares may be issued. The shares will be offered in deviation from the Company’s shareholders’ pre-emptive subscription right to be subscribed for by Joensuun Kauppa ja Kone Oy and Oy Hammarén & Co Ab at a subscription price of EUR 0.72 per share. The subscription price of the directed issue is based on negotiations between the Company and the investors.
- The Board of Directors is authorized to decide on all other terms and conditions of the share issue.
- The purpose of the directed issue is to support the debt repayment capability and strengthen the working capital of the Company, so there is a weighty financial reason for the Company, as referred to in Chapter 4, section 4(1) of the Finnish Companies Act, for the directed issue and for the deviation from the shareholder’s pre-emptive right.
- The authorization will be valid until 30 September 2021.
- The authorization will not revoke any prior authorizations granted to the Board of Directors to decide on the issuance of shares and/or special rights entitling to shares.
7. Closing of the meeting
B. DOCUMENTS OF THE EXTRAORDINARY GENERAL MEETING
This notice, which contains the proposal made to the Extraordinary General Meeting, as well as the other documents that shall be kept available for the shareholders according to Chapter 5, Section 22 of the Finnish Companies Act are available on the Company’s website at https://www.tecnotree.com/investors_eng/share-information/general-meeting/extraordinary-general-meeting-2021/. A copy of these documents and this notice will be sent to shareholders upon request.
The minutes of the Extraordinary General Meeting will be available on the above-mentioned website as from 13 August 2021, at the latest.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE EXTRAORDINARY GENERAL MEETING
The Company’s shareholders can participate in the Extraordinary General Meeting and exercise their shareholder rights only by voting in advance in accordance with the instructions set out below.
1. Right to participate
Each shareholder, who is registered in the shareholders’ register of the Company held by Euroclear Finland Ltd on the record date of the Extraordinary General Meeting, which is 20 July 2021, has the right to participate in the Extraordinary 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 can participate in the Extraordinary General Meeting and exercise his/her shareholder rights only by voting in advance in accordance with the instructions set out below.
Changes in the ownership of shares after the record date of the Extraordinary General Meeting do not affect the right to participate in the meeting or the number of votes of the shareholder.
Instructions for holders of nominee registered shares are set out below under Section C.4 “Holders of nominee registered shares”.
2. Registration and voting in advance
Registration for the Extraordinary General Meeting and advance voting will begin at 12.00 noon on 13 July 2021 following the deadline for submitting counterproposals as further set out in section 5 below. A shareholder registered in the shareholders’ register of the Company, who wishes to participate in the Extraordinary General Meeting, must register for the Extraordinary General Meeting and vote in advance no later than by 23 July 2021 at 4 p.m., by which time the registration and votes must have been received.
A shareholder, whose shares are registered on his/her Finnish book-entry account, can register and vote in advance on certain matters on the agenda between 12.00 noon on 13 July 2021 and 4 p.m. on 23 July 2021 in the following ways:
- electronically through the Company’s website at https://www.tecnotree.com/investors_eng/share-information/general-meeting/extraordinary-general-meeting-2021/.
Registration requires strong electronic authentication of a shareholder who is a natural person. When a shareholder who is a natural person logs into the service through the Company's website, he/she is directed to the electronic authentication. After this, a shareholder can in one session register to the Extraordinary General Meeting, authorize another person and vote in advance. Strong electronic authentication can be made with online banking codes or a mobile certificate. For shareholders that are legal persons, no strong electronic authentication is required. However, shareholders that are legal persons must provide their book-entry account number and other required information.
- by e-mail or regular mail
A shareholder may send the advance voting form available on the Company’s website to Euroclear Finland Ltd by email to yhtiokokous@euroclear.eu or by regular mail to Euroclear Finland Ltd, Yhtiökokous, P.O. Box 1110, FI-00101 Helsinki, Finland. The advance voting form will be available at https://www.tecnotree.com/investors_eng/share-information/general-meeting/extraordinary-general-meeting-2021/ once the registration and advance voting begins on 13 July 2021 at 12.00 noon or shortly thereafter.
A shareholder’s advance votes are registered and taken into account if the shareholder registers and votes in advance in accordance with the applicable instructions and duly provides all required information in connection thereto before the expiry of the registration and advance voting period.
The voting instructions will also be available on the Company's website at https://www.tecnotree.com/investors_eng/share-information/general-meeting/extraordinary-general-meeting-2021/. In connection with the registration, a shareholder or a proxy representative is required to provide the requested personal information. The personal information given to the Company by shareholders and proxy representatives is only used in connection with the Extraordinary General Meeting and with the processing of related necessary registrations.
3. Proxy representative and powers of attorney
A shareholder may authorize a proxy representative to register and vote in advance on behalf of the shareholder. Proxy representatives cannot attend the meeting physically and must also vote in advance in the manner described in this notice.
A proxy and voting instruction template will be available at https://www.tecnotree.com/investors_eng/share-information/general-meeting/extraordinary-general-meeting-2021/ once the registration and advance voting begins on 13 July 2021 at 12.00 noon or shortly thereafter.
Authorizing a proxy representative requires that:
a) If registration and advance voting occurs through the electronic meeting service on Tecnotree’s website: duly populated proxy documents should be delivered primarily by email to Investor.Relations@tecnotree.com or by mail to Tecnotree Corporation /Juhana Kiuru, Tekniikantie 14, 02150 Espoo, before the end of the registration and advance voting period, by which time the proxy documents must have been received. Proxy representatives can only register and vote in advance on behalf of corporate shareholders in the general meeting service. Natural persons must register and vote in advance themselves by using Finnish bank ID; or
b) If registration and advance voting occurs by populating the advance voting form that will be available on Tecnotree’s website on 13 July 2021: duly populated proxy documents should be delivered to Euroclear Finland Ltd together with the signed and duly populated advance voting form, in accordance with the instructions and by the applicable deadlines set out in the relevant form.
Only delivering proxy documents to the Company or to Euroclear Finland Ltd does not result in the shareholder’s advance votes being registered and taken into account. The successful registration of a shareholder and his/her advance votes also requires that the proxy representative registers and votes in advance on behalf of the shareholder in the manner set out in this notice.
If a shareholder wishes to participate in the Extraordinary General Meeting by means of several proxy representatives representing the shareholder with shares at different book-entry accounts, separate proxies for each book-entry account needs to be provided and the shares by which each proxy representative represents the shareholder shall be identified in the proxy documents.
Holders of nominee registered shares should register and vote in advance in accordance with the instructions set out under Section C.4 “Holders of nominee registered shares”.
4. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Extraordinary General Meeting by virtue of such shares, based on which he/she on the record date of the Extraordinary General Meeting, on 20 July 2021, would be entitled to be registered in the shareholders’ register of the Company maintained by Euroclear Finland Oy Ltd. The right to participate in the Extraordinary General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd at the latest by 27 July 2021 at 10.00 a.m. As regards nominee registered shares this constitutes due registration for the Extraordinary General Meeting. Changes in the ownership of shares after the record date of the Extraordinary General Meeting do not affect the right to participate in the Extraordinary General Meeting or the number of votes of the shareholder.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholders’ register of the Company, the issuing of proxy documents and registration for the Extraordinary General Meeting from his/her custodian bank. The account management organization of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the Extraordinary General Meeting, into the temporary shareholders’ register of the Company at the latest by 27 July 2021 at 10.00 a.m.
The account management organization of the custodian bank shall also take care of the voting in advance on behalf of the holders of nominee-registered shares within the registration period applicable to nominee-registered shares.
5. Counterproposals, right to ask questions and other information
Shareholders representing at least one hundredth (1/100) of all the shares in the Company have the right to make counterproposals concerning the matters on the agenda of the Extraordinary General Meeting to be placed for a vote. Such counterproposals shall be delivered to the Company by email to Investor.Relations@tecnotree.com at the latest by 12 July 2021 at 4.00 p.m., by which time the counterproposals must be received by the Company.
A counterproposal is eligible for voting at the Extraordinary General Meeting if the shareholders who have made the counterproposal have the right to attend the meeting and on the record date of the Extraordinary General Meeting represent at least one hundredth (1/100) of all shares in the Company. If a counterproposal is not eligible for voting at the Extraordinary General Meeting, the votes given in favour of such a counterproposal will not be taken into account. The Company will publish potential counterproposals eligible for voting on the Company‘s website at https://www.tecnotree.com/investors_eng/share-information/general-meeting/extraordinary-general-meeting-2021/ on 13 July 2021, at the latest.
A shareholder has the right to ask questions with respect to the matters to be considered at the Extraordinary General Meeting pursuant to Chapter 5, Section 25 of the Finnish Companies Act. Such questions must be sent by email to Investor.Relations@tecnotree.com by 16 July 2021 at 4.00 p.m., by which time the questions must be received by the Company. Such questions by shareholders, responses to such questions by the Company‘s management as well as other counterproposals than those eligible for voting will be available on the Company‘s website at https://www.tecnotree.com/investors_eng/share-information/general-meeting/extraordinary-general-meeting-2021/ on 21 July 2021, at the latest.
In connection with asking questions, shareholders are required to provide adequate evidence of their shareholding.
On the date of this notice, 9 July 2021, the total number of shares in Tecnotree Corporation is 282,628,428 shares and the total number of votes is 282,628,428 votes. On the date of this notice, the Company holds 14,894,316 treasury shares.
TECNOTREE CORPORATION
The Board of Directors
Further information
Padma Ravichander, CEO, tel +97 156 414 1420
Priyesh Ranjan, CFO, tel +971 50 955 1188
Attachments
About Tecnotree
Tecnotree is the only full stack digital business management solution provider for digital service providers, with over 40 years of deep domain knowledge, proven delivery and transformation capability across the globe. Our open source technology based agile products and solutions comprise the full range (order-to-cash) of business process and subscription management for telecom and other digital service providers. Tecnotree products and platforms service over 800 million subscribers worldwide.Tecnotree is listed on Nasdaq Helsinki (TEM1V). For more information, please visit www.tecnotree.com.
