Tecnotree Oyj - Notice to general meeting

Notice to the Annual General Meeting

Tecnotree Corporation
Stock Exchange Release
20 March at 8.30 a.m. EET

Notice is given to the shareholders of Tecnotree Corporation to the Annual
General Meeting to be held on Tuesday, 14 April 2015 at 2 p.m. at Marina
Congress Center, conference room Nautica, address Katajanokanlaituri 6,
Helsinki, Finland. The reception of persons who have registered for the meeting
will commence at 1 p.m. 

A. 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 2014 

                       -  Review by the CEO

7.  Adoption of the annual accounts and consolidated annual accounts

8.  Resolution on the result; proposal of the Board of Directors to cover the
loss by the use of non-restricted equity reserves and by the reduction of share
capital 

The Board of Directors proposes to the Annual General Meeting that no dividend
be paid for the financial year ended 31 December 2014 and that the cumulative
loss of the company, EUR 5,505,421.98 (taking in account the loss of the
financial year amounting to EUR 5,519,009.82) be covered by non-restricted
equity reserves to an amount of EUR 2,131,259.02 and that the remaining loss of
EUR 3,374,162.96 be covered by a reduction of the share capital. 

After the proposed measures the share capital of the company would amount to
EUR 1,346,283.28 and the reserves for non-restricted equity to EUR 0.00. 

The proposal aims to fully cover the cumulative loss of the company, and to
strengthen the ratio between the equity and the share capital of the company.
After the proposed measures the equity of the company amounts to 162.9% of the
share capital. 

The use of share capital to cover losses results in a three-year restraint on
the distribution of funds. For a period of three years from the registration of
the reduction, the company may not distribute non-restricted equity except in
compliance with the creditor protection process provided for in Chapter 14,
Sections 3 - 5 of the Companies Act. 

9.  Resolution on the discharge of the members of the Board of Directors and
the CEO from liability 

10. Resolution on the remuneration of the members of the Board of Directors

The Remuneration and Nominating Committee proposes to the Annual General
Meeting that the 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 meeting, respectively, for Board and Committee work.
The aforementioned board fees can instead of cash be paid in the company's
shares. 

11. Resolution on the number of members of the Board of Directors

The Remuneration and Nominating Committee proposes to the Annual General
Meeting that four (4) members will be elected to the Board of Directors. 

12. Election of members of the Board of Directors

The Remuneration and Nominating Committee proposes to the Annual General
Meeting that the following of the current members of the Board of Directors be
re-elected: Mr. Pentti Heikkinen, Mr. Harri Koponen and Mr. Christer Sumelius.
In addition the Committee proposes that Mr. Matti Jaakola be elected as a new
member to the Board. 

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. 

13. Resolution on the remuneration of the auditor

The Audit Committee proposes to the Annual General Meeting that the auditor's
fees are paid according to the auditor's invoice. 

14. Election of auditor

The Audit Committee proposes to the Annual General Meeting that KPMG Oy Ab,
Authorized Public Accountants continues as the company's auditor. The principal
auditor appointed by them is Mr. Toni Aaltonen, Authorized Public Accountant. 

The term of the auditor expires at the end of the first Annual General Meeting
following the election. 

15. Ascertaining the financial situation of the company and measures to remedy
the financial situation 

The equity of the parent company per 31 December 2014 was EUR 2,193,142.25,
i.e. 46.5 % of the share capital. Accordingly, the equity of the parent company
has decreased to less than one half of the share capital. The Board of
Directors has separately, in connection with the handling of the result,
proposed that the ratio between the equity and the share capital of the company
be strengthened by reducing the share capital to cover loss as set forth in the
proposal of the Board of Directors. In addition, the Board of Directors has
separately proposed that the Extraordinary General Meeting of Shareholders
convened to take place on 27 March 2015 decide to continue the parent company's
application for restructuring proceedings. The Board of Directors proposes that
the Annual General Meeting would address the financial situation of the company
and consider other possible measures to remedy the financial situation. 

16. Authorizing the Board of Directors to decide on the issuance of shares as
well as the issuance of options and other special rights entitling to shares 

The Board of Directors proposes to the Annual General Meeting 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. 

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 shareholders' pre-emption right, through a directed
share issue if the company has a weighty financial reason to do so, such as the
development of the capital structure of the company, carrying out corporate
acquisitions or other business arrangements to develop the business of the
company, financing capital expenditure or using the shares 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 to be 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 in the extent and manner
decided by the Board of Directors. 

The Board of Directors shall decide on the other terms and conditions related
to the share issues and granting of the special rights. These proposed
authorizations will be valid for one year from the decision of the Annual
General Meeting. 

17. Closing of the meeting

B. Documents of the Annual General Meeting

The proposals of the Board of Directors and its Committees relating to 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, is
available on the aforementioned website. The proposals of the Board of
Directors and its Committees 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. 

C. Instructions for the participants in the Annual General Meeting

1.  Shareholders registered in the shareholders' register

Each shareholder, who is registered on 31 March 2015 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 9
April 2015 at 2 p.m., by which time the prior notice of participation shall be
received by the company. Such notice can be given: 

a) on the company's website www.tecnotree.com ;
b) by telephone +358 20 770 6894 from Monday till Friday at 9 a.m. - 4 p.m.; or
c) by regular mail to Tecnotree Corporation, the Annual 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 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 March 2015, 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 9 April 2015 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. 

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 Annual 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 Annual
General Meeting. When a shareholder participates in the Annual 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 Annual General Meeting. 

Possible proxy documents should be delivered in originals to Tecnotree
Corporation, the Annual General Meeting, PO Box 93, FI-02271 Espoo, Finland
before the last date for registration 9 April 2015 by 2 p.m. 

4.  Other instructions and information

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, 20 March 2015, the
total number of shares in Tecnotree Corporation is 122,628,428 shares and the
total number of votes is 122,628,428 votes. 

In Espoo, 20 March 2015

TECNOTREE CORPORATION

The Board of Directors

DISTRIBUTION
NASDAQ OMX Helsinki Ltd
Main Media
www.tecnotree.com

About Tecnotree
Tecnotree is a global provider of telecom IT solutions for the management of
products, customers and revenue. Tecnotree helps communications service
providers to transform their business towards a marketplace of digital
services. Tecnotree empowers service providers to monetise on service bundles,
provide personalised user experiences and augment value throughout the customer
lifecycle. With over 1000 telecom experts, Tecnotree serves more than 100
service providers in over 70 countries. Tecnotree is listed on the main list of
NASDAQ OMX Helsinki with the trading code TEM1V. For more information on
Tecnotree, please visitwww.tecnotree.com

Attachments:

Tecnotree Notice to the annual general meeting 2015.pdf