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Notice of the Annual General Meeting of Tecnotree Corporation

Notice of the Annual General Meeting of Tecnotree Corporation

Notice is given to the shareholders of Tecnotree Corporation to the Annual General Meeting to be held on Thursday, 10 September 2020, at 9 a.m. at Tecnotree Corporation Headquarters, Miestentie 9 C, 02150 Espoo, Finland. The reception of persons who have registered for the meeting will commence at 8 a.m.

Tecnotree takes the coronavirus situation seriously and takes action, preventive precautions in order to hold a general meeting as well as to ensure the safety of those who need to be personally present at the General Meeting venue.

Tecnotree urges its shareholders not to attend the Annual General Meeting in person at the meeting venue.  

In order to minimize the number of persons present in the meeting, all shareholders are encouraged to follow the meeting remotely through a live video stream and to exercise their voting rights by proxy representation (more detailed instructions can be found below under Instructions for the participants in the general meeting). Please note that following the meeting via a live video stream does not mean official participation in the Annual General Meeting, and it does not enable the shareholders to exercise their right to speak and vote at the Annual General Meeting.

The shareholders who have registered in Tecnotree’ s register of shareholders on the Annual General Meeting record date 31 August 2020 and are represented by a proxy will be offered the opportunity to follow the meeting through a live video streaming. The shareholders participating in the meeting by a proxy will be sent a link to the video stream by e-mail at latest an hour before the meeting starts.

The shareholders may pose written questions to the company in advance regarding matters to be considered at the meeting until 2:00 p.m. on 7 September 2020 by sending an e-mail to Investor.Relations@tecnotree.com. The company aims responding to them at the meeting.

The meeting shall be kept as short as possible while ensuring that all legal obligations are met, and no refreshments will be served in connection with the meeting. The participation of the members of the Board of Directors and the Tecnotree Leadership Team to the General Meeting is limited to the minimum.

Due to the coronavirus situation, changes in meeting arrangements are possible. All information relating to the Annual General Meeting will be posted on the company’s website www.tecnotree.com/investors.

Matters on the agenda of the Annual 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. Presentation of the annual accounts, the consolidated annual accounts, the report of the Board of Directors and the auditor’s report for the year 2019.
   • Review by the CEO
7. Adoption of the annual accounts and consolidated annual accounts.
8. Resolution on the result.
   • The Board of Directors proposes to the Annual General Meeting that the profit of the parent company EUR 6,017,010.08 is transferred to the retained earnings account and that no dividend be paid for the financial year 1 January 2019- 31 December 2019.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability.
10. Presentation and adoption of the remuneration policy for the company’s governing bodies.
    • Presentation of the company’s Remuneration Policy covering the principles for remuneration of the members of the Board of Directors and the CEO and the AGM’s advisory approval of the policy.
11. Resolution on the remuneration of the members of the Board of Directors.
    • Upon recommendation of the Nomination Committee, the Board of Directors proposes to the Annual General Meeting that the annual fees of the members of the Board of Directors remain unchanged so that the chairman of the Board of Directors will receive EUR 50,000 per year, the vice chairman will receive EUR 30,000 per year and the other board members will receive EUR 23,000 each per year. In addition, the chairman of the Board of Directors will receive an attendance fee of EUR 800 and the other board members EUR 500 per Board meeting and the members of the Board committees will receive an attendance fee of EUR 500 per committee meeting.
12. Resolution on the number of members of the Board of Directors.
    • Upon recommendation of the Nomination Committee, the Board of Directors proposes top the Annual General Meeting that six (6) members be elected to the Board of Directors
13. Election of members of the Board of Directors.
    • Upon recommendation of the Nomination Committee, the Board of Directors proposes to the Annual General Meeting that the current members of the Board of Directors Mr. Neil Macleod, Ms. Jyothi Desai, Mr. Conrad Neil Phoenix, Mr. Kaj Hagros and Mr. Anders Fornander be re-elected as members of the Board of Directors and Mr. Markku Wilenius be elected as a new member 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. Biographical details of the proposed Board members to be elected, as well as an evaluation regarding their independence, are available on the company’s website www.tecnotree.com. The CV of Mr. Markku Wilenius is attached to this notice.
14. Resolution on the remuneration of the auditor.
    • Upon recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that the auditor’s fees and reimbursement of the auditor’s expense be paid according to an invoice approved by the company.
15. Election of auditor.
    • Upon recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that Tietotili Audit Oy be elected auditor of the company. Tietotili Audit Oy has informed the company that APA Mr. Urpo Salo will be the auditor with principal responsibility. The term of the auditor expires at the end of the first Annual General Meeting following the election.
16. Closing of the meeting.

B. Documents of the Annual General Meeting

The proposals of the Board of Directors relating to the matters on the agenda of the Annual General Meeting as well as this notice are available on Tecnotree Corporation’s website at www.tecnotree.com from this day. Likewise, the annual report of Tecnotree Corporation, including the company’s annual accounts, the report of the Board of Directors and the auditor’s report as well as the remuneration policy, is available on the afore-mentioned website. The proposals of the Board of Directors and the annual accounts documents are also available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the above-mentioned website as from 24 September 2020, at the latest.

C. Instructions for the participants in the Annual General Meeting

1. Shareholders registered in the shareholders’ register

Each shareholder, who is registered on 31 August 2020 in the shareholders’ register of the company held by Euroclear Finland Ltd., has the right to participate in the Annual 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 Annual General Meeting, shall register for the meeting no later than 7 September 2020 at 2 p.m., by giving prior notice of participation, which notice needs to have been received by the company no later than by the above-mentioned time. Such notice can be given:

1. on the company’s website www.tecnotree.com/investors/;
2. by email to Investor.Relations@tecnotree.com
3. by telephone + 358 50 346 3484 from Monday till Friday at 9 a.m. – 2 p.m.; or
4. by regular mail to Tecnotree Corporation, the Annual General Meeting, Miestentie 9 C, FI-02150   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 Annual General Meeting and with the processing of related registrations.

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 Annual General Meeting.

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting, i.e. on 31 August 2020 would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate in the Annual 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. at the latest by 7 September 2020 at 10 a.m. As regards nominee registered shares this constitutes due registration for the Annual 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 Annual 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 general meeting, for temporary entry into the shareholders’ register of the company at the latest by the time stated above and possibly exercise their voting rights by proxy representation on behalf of the holder of nominee-registered shares.

Further information on these matters can also be found on the company’s website www.tecnotree.com.

3. Proxy representative and powers of attorney

As noted in the beginning of the Notice, the company requests shareholders to avoid participating in the meeting in person and recommends instead that shareholders authorize a lawyer from Fondia Plc or Juhana Kiuru, Director-Finance at Tecnotree as their proxy representative in the meeting. A ready-made proxy forms are available at the company’s website.

A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting also by way of other proxy representation. A proxy representative shall present a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting. When a shareholder participates in the 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 General Meeting.  .

Shareholders are requested to deliver proxy documents via e-mail to Investor.Relations@tecnotree.com or in original via mail to Tecnotree Corporation, the Annual General Meeting, Miestentie 9 C, FI-02150 Espoo, Finland, before the end of the registration period.

The General Meeting can only be held if the number of persons present is so small that the official guidelines can be complied with.  

4.  Other instructions and information.

Persons who belong to risk groups based on their age or medical condition or who have travelled outside of Finland 14 days prior to the Annual General Meeting, as well as persons with flu symptoms, are requested not to attend the meeting in person.

Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the Annual 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 Annual General Meeting, 19 August 2020, the total number of shares in Tecnotree Corporation is 274,628,428 shares and the total number of votes is 274,628,428 votes.

In Espoo, 19 August 2020
TECNOTREE CORPORATION
THE BOARD OF DIRECTORS