Tecnotree Oyj - Decisions of general meeting

Resolutions passed by the Annual General Meeting of Tecnotree Corporation

Tecnotree Corporation Stock Exchange Release 15 April 2024 at 18:00 EEST

The Annual General Meeting of Tecnotree Corporation was held today 15 April 2024
in Helsinki.

The Annual General Meeting confirmed the 2023 annual accounts. The Annual
General Meeting discharged the Board of Directors and the CEO from liability for
the financial year 2023, with the exception of former Board member Markku
Wilenius, who was not granted discharge from liability. The Annual General
Meeting also approved the remuneration report and the remuneration policy of the
governing bodies of the company. In addition, the Annual General Meeting
resolved on the following matters:

Authorization of the Board of Directors to decide on the distribution of
dividend

The Annual General Meeting resolved that no dividend be distributed for the
financial year 2023 by a resolution of the Annual General Meeting and that the
loss of the company for the period be transferred to the retained earnings
account in the shareholders' equity. The Annual General Meeting authorized the
Board of Directors to decide in its discretion, on the distribution of a
dividend from the retained earnings account as follows:

Based on the authorization, the maximum total amount of dividend to be
distributed shall not exceed EUR 170,000. After the completion of the reverse
share split and the related redemption and cancellation of the company's shares
approved by the Annual General Meeting, as set out below, the authorization
equals to a maximum of EUR 0.01 per share in distribution. Unless the Board of
Directors decides otherwise for a justified reason, the authorization will,
after completion of the reverse split, be used for the distribution of dividend
in one installment during the period of validity of the authorization. The
authorization is valid until the opening of the next Annual General Meeting. The
Board of Directors will make a separate resolution on the amount and timing of
the dividend. The Company will make a separate announcement of such Board
resolution. The preliminary record date for the distribution is 24 September
2024 and the preliminary payment date is 1 October 2024. The dividend based on
the resolution of the Board of Directors will be paid to a shareholder
registered in the company's shareholders' register maintained by Euroclear
Finland Oy on the record date of the dividend.

Board of Directors, fees and auditor

The Annual General Meeting confirmed in accordance with the proposal of the
Board of Directors that the Board of Directors will consist of five (5) members.
Mr. Neil Macleod, Mr. Johan Hammarén, Ms. Jyoti Desai, Mr. Anders Fornander and
Mr. Conrad Neil Phoenix were re-elected as Board members. The Board members were
elected for a term expiring at the end of the first Annual General Meeting
following the election.

The Annual General Meeting resolved that the annual fee of the Chairman of the
Board of Directors will be EUR 210,000, the annual fee of the Vice Chairman of
the Board EUR 120,000 and the annual fee of the other members of the Board of
Directors EUR 70,000. Approximately 45 per cent of the remuneration will be paid
in Tecnotree's shares and approximately 55 per cent will be paid in cash. The
part of the remuneration paid in shares will be paid by either purchasing shares
from the public market, or by transferring own shares held by the company. The
shares will be delivered to the Board members within two weeks from the day
following the publication of the company's interim report for 1 January 2024 -
30 September 2024 (or at such first available time when the transaction can be
executed under applicable law). The Company will pay the transaction costs and
transfer taxes related to the purchase or transfer of the shares.

The audit firm Tietotili Audit Oy was re-elected as the company's auditor.
Tietotili Audit Oy has informed the company that APA Mr. Urpo Salo will continue
as the auditor with principal responsibility. The auditor's fees will be paid
according to a reasonable invoice approved by the Board of Directors. Tietotili
Audit Oy will also act as the sustainability reporting assurance provider of the
company until the end of the first Annual General Meeting following the
election. The auditor will also be paid remuneration for services rendered for
sustainability reporting assurance services according to a reasonable invoice
approved by the Board of Directors.

Reverse share split

The Annual General Meeting resolved to carry out a reverse share split, i.e. the
reduction of the number of shares without reducing the share capital. The
reverse split will be carried out in the book-entry system after the stock
market trading has ended on the 19 April 2024 (the "Transaction Day").

The arrangement will be carried out by issuing the company's new shares without
consideration and, thereafter, by redeeming the company's shares to the effect
that each twenty (20) shares of the company are merged into one (1) share.

In order to avoid share fractions the Board of Directors was authorized to
resolve on a directed share issue without consideration in which new shares are
issued without consideration to the effect that the number of shares in each
book-entry account is made divisible by 20. The maximum number of new shares to
be issued under the authorization was resolved to be 389,652 shares. The Board
of Directors was authorized to resolve on all other matters related to the
issuance of shares within the limits of the given authorization.

Concurrently with the above issuance of the company's shares the company will
redeem without consideration from each shareholder a number of shares determined
by redemption ratio 20:1, meaning, that for each twenty (20) existing shares of
the Company nineteen (19) shares will be redeemed. The Board of Directors of the
Company has the right to resolve on all other matters with respect to the
redemption of shares. The shares redeemed in connection with the reverse split
will be cancelled immediately after the redemption in accordance with the
resolution of the Board of Directors.

The reasons for recommending a reverse share split to the Annual General Meeting
included increasing the value of an individual share, promoting an efficient
share price formation, and enabling the issuance of dividends. The Board of
Directors thus considers that the reverse share split is in the interest of the
Company and all of its shareholders and that the company therefore has a
particularly weighty financial reason for the reverse share split and the
related directed share issue without consideration and redemption of shares. The
reverse share split does not affect the company's equity.

The cancellation of the shares and the Company's new total number of shares will
be entered in the trade register approximately on or around 22 April 2024.
Trading with the company's new total number of shares will begin at Nasdaq
Helsinki with a new ISIN-number approximately on or around 22 April 2024. If
necessary, the trading with the company's share on Nasdaq Helsinki Ltd. will be
temporarily interrupted in order to perform necessary technical measures in the
trading facility after the Transaction Day.

The arrangement, when carried out, will not require the shareholders to take any
action.

Authorizing the Board of Directors to decide on the issuance of shares and other
special rights entitling to shares

The Annual General Meeting resolved to authorize the Board of Directors to
decide to issue in total a maximum of 2,500,000 shares through issuance of
shares or special rights entitling to shares under Chapter 10, Section 1 of the
Finnish Limited Liability Companies Act either against payment or for free in
one or more transactions during the effective period of the authorization. The
Board of Directors may issue either new shares or treasury shares held by the
company. The maximum amount corresponds to approximately 15 percent of the
company's total number of shares after the completion of the reverse share split
set out above.

Shares and special rights entitling to shares may be issued 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 authorization may be used to
finance or carry out acquisitions or other arrangements, strengthen or develop
the company's capital structure, diversify the shareholder base, for the purpose
of the company's equity-based incentive plans or payment of Board fees or for
other purposes decided by the Board of Directors. The Board of Directors will
decide on all terms and conditions of the issuance of shares and special rights
entitling to shares under Chapter 10, Section 1 of the Finnish Limited Liability
Companies Act.

The authorization is valid for a period of five (5) years from the date of the
Annual General Meeting and revokes the authorization granted by the Annual
General Meeting on 15 May 2019, but not the authorization granted by this Annual
General Meeting in relation to the reverse share split.

Minutes of the Annual General Meeting

The minutes of the meeting will be available on Tecnotree Corporation's website
https://investors.tecnotree.com/en/investors/corporate_governance/annual_general_
meeting_2024  no later than on 29 April 2024.

TECNOTREE CORPORATION

Board of Directors

Further information
Indiresh Vivekananda. CFO. tel. +971 56 410 8357

Tecnotree is a 5G-ready digital Business Support System (BSS) player, with AI/ML
capabilities and multi-cloud extensibility. Tecnotree is as No.1 on the TM Forum
Open API Conformance table with 59 Open APIs, and this is a result of our
pursuit towards delivering excellence and consistently providing differentiated
experiences and services to the CSPs and DSPs. Our agile and open-source Digital
BSS Stack comprises the full range (order-to-cash) of business processes and
subscription management for telecom and other digital services industries
creating opportunities beyond connectivity. Tecnotree also provides Fintech and
B2B2X multi-experience digital marketplace to its subscriber base through the
Tecnotree Moments platform to empower digitally connected communities across
gaming, health, education, OTT, and other vertical ecosystems. Tecnotree is
listed on Helsinki Nasdaq (TEM1V).

For more information, please visit www.tecnotree.com or social media channels -
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Attachments:

04151793.pdf