Notice to the Extraordinary General Meeting
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Notice to the Extraordinary General Meeting
BACKGROUND
Tecnotree Corporation informed on 20 August 2018 that Viking Aqcuisitions Corp., a shareholder representing approximately 24 percent of the total shares and votes in Tecnotree Corporation (below “Viking”), had in accordance with Chapter 5, Section 4, of the Limited Liability Companies Act (624/2006) demanded that an Extraordinary General Meeting be held in relation to the sale of certain assets of Tecnotree Corporation to Viking proposed by Viking. According to Chapter 5, Section 4 of the Limited Liability Companies Act (624/2006), an Extraordinary General Meeting shall be held if shareholders holding in aggregate 10% of the shares in the company so require. Based on Viking’s request, Tecnotree Oyj called a General Meeting to be held on Monday 24 September 2018.
In addition, Tecnotree Corporation informed on Monday 3 September 2018 that it has received an offer from Fitzroy Investments Limited regarding an equity investment in the total amount of 5 million euros (the "Investment") in Tecnotree Corporation. Execution of the Investment is conditional upon the fulfillment of certain conditions detailed in the offer letter, such as (i) the agreement on and the execution of the definitive subscription agreement between Fitzroy and Tecnotree related to the Investment and (ii) the board members nominated by Fitzroy receiving majority at the Board of Tecnotree. The Board of Tecnotree Corporation has approved the offer and resolved to continue negotiating the final terms of the Investment. The Board of Directors has further resolved to cancel the original notice to the Extraordinary General Meeting published on 20 August 2018 and to issue a new notice for an Extraordinary General Meeting to be held on the same date, i.e., 24 September 2018.
Accordingly, the Board of Directors of Tecnotree Corporation calls an Extraordinary General Meeting to be held on Monday 24 September 2018 at 9 a.m. at Tecnotree Corporation Headquarters, Finnoonniitynkuja 7, Espoo, Finland. The reception of persons who have registered for the meeting will commence at 8 a.m.
NOTICE TO THE EXTRAORDINARY GENERAL MEETING
A. Matters on the agenda of the Extraordinary General Meeting
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to 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
6. Resolution on the number of members of the Board of Directors
The Remuneration and Nomination Committee proposes to the Extraordinary General Meeting that seven (7) members be elected to the Board of Directors.
The resolution of the General Meeting is conditional on Tecnotree Corporation and Fitzroy Investment Limited entering into a definitive subscription agreement regarding an investment into the company and the completion of the first tranch of the investment by Fitzroy Investment Limited.
7. Election of members of the Board of Directors
The Remuneration and Nomination Committee proposes to the Extraordinary General Meeting that the current members of the Board of Directors Mr. Pentti Heikkinen, Mr. Harri Koponen and Mr. Christer Sumelius be re-elected and Mr. Neil Macleod, Mr. Conrad Neil Phoenix, Ms. Jyothi Desai and Mr. Priyesh Ranjan be elected as new members of the Board of Directors. The members of the Board of Directors are elected for a term that expires at the end of the first Annual General Meeting following the election.
The resolution of the General Meeting is conditional on Tecnotree Corporation and Fitzroy Investment Limited entering into a definitive subscription agreement regarding an investment into the company and the completion of the first tranch of the investment by Fitzroy Investment Limited.
8. Resolution on the approval of the sale of certain assets of Tecnotree Corporation to Viking Acquisitions Corp. and resolution on authorising the Board of Directors to finalise a sale and purchase agreement
Viking Acquisitions Corp. proposes the following to the Extraordinary General Meeting:
Tecnotree Corporation’s largest shareholder and major creditor, Viking Acquisitions Corp., delivered on 29 June 2018 an indicative offer to the Board of Directors of Tecnotree. The indicative offer set forth the terms and conditions pursuant to which Viking Acquisitions Corp. would proceed with the purchase of all relevant assets relating to Tecnotree’s business operations except for the operations and assets pertaining to Iran and the headquarters in Finland and any shares in dormant subsidiaries (the “Business”).
In accordance with the indicative offer and as further clarified by Viking in subsequent discussions, the following assets would be included in the acquired Business: (a) all IPRs owned or used by Tecnotree, (b) all issued and outstanding shares in the active subsidiaries of Tecnotree, but excluding the Iranian subsidiary and dormant subsidiaries, (c) all customer and vendor contracts of Tecnotree, (d) employees of Tecnotree to the extent they are clearly deployed and tied to the Business and (e) other assets of Tecnotree related to the Business, excluding however any cash and the real property and headquarters of Tecnotree. The following assets and liabilities would be excluded from the acquired Business (a) cash and account receivables of Tecnotree, (b) liabilities (such as loans, other financial arrangements and account payables) other than those pertaining exclusively to the contracts and employees included in the Business to be acquired and (c) rights to software/IP relating solely to sale and installation operations in Iran.
Viking Acquisitions Corp. and the Board of Directors of Tecnotree are currently negotiating the terms and conditions of the contemplated transaction. The substantially final terms and conditions of the contemplated transaction and/or Viking Acquisitions Corp.’s final offer will be published approximately one week prior to the Extraordinary General Meeting.
Viking Acquisitions Corp. proposes that the Extraordinary General Meeting approves the substantially final terms and conditions of the contemplated transaction or Viking Acquisitions Corp.’s final offer and authorises the Board of Directors to finalise the agreement relating to the contemplated transaction.
7. Closing of the meeting
B. Documents of the Extraordinary General Meeting
The above-mentioned proposals and this notice are available on Tecnotree’s website at www.tecnotree.com. This documentation is also available at the Extraordinary General Meeting and will be sent to shareholders upon request.
C. Instructions for the participants in the Extraordinary General Meeting
1. Shareholders registered in the shareholders’ register
Each shareholder, who is registered on 12 September 2018 in the shareholders’ register of the company held by Euroclear Finland Ltd. on behalf of the company, 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.
Shareholders registered in the shareholders’ register, who want to participate in the Extraordinary General Meeting, shall register for the meeting no later than 19 September 2018 at 4:00 p.m., by giving prior notice of participation, which needs to be received by the company no later than the above-mentioned time.
Such notice can be given:
a) on the company’s website www.tecnotree.com;
b) by telephone +358 50 517 4569 from Monday till Friday at 9 a.m. – 4 p.m.; or
c) by regular mail to Tecnotree Corporation, the Extraordinary General Meeting, PO Box 93, FI-02271 Espoo, Finland
In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Tecnotree Corporation is used only in connection with the Extraordinary General Meeting and with the processing of related registrations.
A registration made based on the previous notice to the Extraordinary General Meeting remains valid.
The shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation at the venue of the Extraordinary General Meeting.
2. 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, i.e. on 12 September 2018, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd on behalf of the company. The right to participate in the Extraordinary General Meeting requires, in addition, that the shareholder on the basis of such shares has been notified for temporary entry into the shareholders’ register held by Euroclear Finland Ltd. on behalf of the company at the latest by 19 September 2018 at 10:00 a.m. As regards nominee registered shares this constitutes due registration for the Extraordinary General Meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the notification for temporary entry into the 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 notify a holder of nominee registered shares, who wants to participate in the Extraordinary General Meeting, for temporary entry into the shareholders’ register of the company at the latest by the time stated above.
Further information on these matters can also be found on the company’s website www.tecnotree.com.
3. Proxy representative and powers of attorney
A shareholder may participate in the Extraordinary General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Extraordinary General Meeting. When a shareholder participates in the Extraordinary General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Extraordinary General Meeting.
Possible proxy documents shall be delivered in original to Tecnotree Corporation, the Extraordinary General Meeting, PO Box 93, FI-02271 Espoo, Finland before the last date for registration 19 September 2018 by 4:00 p.m.
4. Other instructions and information
Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the Extraordinary General Meeting has the right to request information with respect to the matters to be considered at the meeting.
On the date of the notice to the Extraordinary General Meeting, 3 September 2018, the total number of shares in Tecnotree Corporation is 122,628,428 shares and the total number of votes is 122,628,428 votes.
Please note that there are stairs in our premises, so please, let us know in advance, if you need assistance. Accessible passage can be arranged.
In Espoo, 3 September 2018
TECNOTREE CORPORATION
THE BOARD OF DIRECTORS
FURTHER INFORMATION Harri Koponen, the Chairman of the Board of Tecnotree tel. +358 40 1922 464 Padma Ravichander, CEOtel. +97 156 414 1420 www.tecnotree.com
