Resolutions passed by the Annual General Meeting of Tecnotree Corporation and the organization of the Board of Directors
Resolutions of the Annual General Meeting
The Annual General Meeting of Tecnotree Corporation held on 15 May 2019 unanimously confirmed the financial statements and the consolidated financial statements for the financial year 2018 and unanimously discharged the Board of Directors and the CEO from liability for the year 2018. The Annual General Meeting unanimously resolved in accordance with the proposal of the Board of Directors that the loss of the parent company EUR 6,839,442.02 is transferred to the accrued earnings account and that no dividend is paid.
The Annual General Meeting confirmed unanimously in accordance with the proposal of the Board of Directors that the Board of Directors will consist of five (5) members. Ms. Jyoti Desai, Mr. Neil Macleod, Mr. Conrad Neil Phoenix and Mr. Priyesh Ranjan were re-elected as Board members and Mr. Kaj Hagros was elected as a new member of the Board. 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 unanimously in accordance with the proposal of the Board of Directors that the annual fee of the Chairman of the Board of Directors will be EUR 50,000, the annual fee of the Vice Chairman of the Board will be EUR 30,000 and the annual fee of the other members of the Board of Directors will be EUR 23,000. In addition, it was unanimously resolved that the Chairman of the Board will receive an attendance fee of EUR 800 and the other board members an attendance fee of EUR 500 per Board meeting and that the members of the Board committees will receive an attendance fee of EUR 500 per committee meeting.
The audit firm Tietotili Audit Oy was unanimously elected as the company's auditor in accordance with the proposal of the Board of Directors. The principal auditor appointed by them is Mr. Urpo Salo, Authorized Public Accountant. The term of the auditor expires at the end of the first Annual General Meeting following the election. The auditor’s fees are paid according to reasonable invoice.
The Annual General Meeting unanimously resolved in accordance with the proposal of the Board of Directors to grant the following authorizations:
a. Authorization replacing the authorization granted by the Extraordinary General Meeting of Shareholders on 14 September 2017
The Annual General Meeting resolved in accordance with the proposal of the Board of Directors that the Board of Directors be authorized to decide to issue and/or convey a maximum of 900,000,000 new shares and/or the company’s own shares either against payment or for free in one or several transactions.
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 in deviation of the shareholders’ pre-emption right (directed share issue). The authorization is proposed to be used to secure the continuity of the company’s operations and to strengthen the company’s capital structure and it can be also used as part of the company’s incentive schemes in the extent and manner decided by the Board of Directors.
The Board of Directors may also decide on a free share issue to the company itself. The number of shares issued to the company shall be a maximum of 1/10 of all the company’s shares.
The Board of Directors is authorized, within the limits of the above described authorization, to grant also 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 subscription price of the new shares and the consideration payable for the company’s own shares may be recorded partially or fully in the reserve for invested non-restricted equity or in the share capital to the extent and in the manner decided by the Board of Directors.
The Board of Directors decides on the other terms and conditions related to the share issues and granting of the special rights.
The authorization is valid for a period of five years from the date of the Annual General Meeting. This authorization will revoke the authorization granted by the Extraordinary General Meeting on 14 September 2017.
b. General authorization
The Annual General Meeting resolved in accordance with the proposal of the Board of Directors to authorize the Board of Directors to decide to issue and/or convey a maximum of 100,000,000 new shares and/or the company’s own shares either against payment or for free in one or several transactions.
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 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 number of shares issued to the company shall be a maximum of 1/10 of all the company’s shares.
The Board of Directors is authorized, within the limits of the above described authorization, to grant also 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.
subscription price of the new shares and the consideration payable for the company’s own shares may be recorded partially or fully in the reserve for invested non-restricted equity or in the share capital to the extent and in the manner decided by the Board of Directors.
The Board of Directors decides on the other terms and conditions related to the share issues and granting of the special rights.
The authorization is valid for a period of five years from the date of the Annual General Meeting. This authorization revokes the authorization granted by the Annual General Meeting of Shareholders on 30 May 2018.
Organization of the Board of Directors
In the organizing meeting of the Board of Directors following the Annual General Meeting, Neil Macleod was elected as Chairman and Jyoti Desai as Vice Chairman of the Board of Directors.
The Board resolved to establish an Audit Committee, a Remuneration Committee and a Nomination Committee. Priyesh Ranjan (chairman), Jyoti Desai and Neil Macleod were elected members of the Audit Committee. Kaj Hagros (chairman), Jyoti Desai and Neil Macleod were elected members of the Remuneration Committee. Neil Macleod (chairman), Conrad Neil Phoenix and Priyesh Ranjan were elected members of the Nomination Committee.
TECNOTREE CORPORATION
Board of Directors
FURTHER INFORMATION: Kirsti Parvi, CFO tel. +358 50 517 4569 www.tecnotree.com
