Tecnotree Oyj - Notice to general meeting

Notice to the Extraordinary General Meeting of Tecnotree Corporation and contemplated rights offering

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SOUTH AFRICA OR JAPAN OR
ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. 

Tecnotree Corporation
Stock Exchange Release
4 May 2012 at 8.30 am

The Board of Directors of Tecnotree Corporation has decided to convene an
Extraordinary General Meeting on Monday, 28 May 2012 at 10 am in hotel Scandic
Simonkenttä, Simonkatu 9, Helsinki. The Extraordinary General Meeting is
convened to decide on authorising the Board of Directors to undertake a rights
offering. 

The number of new shares issued based on the authorisation may not exceed
40,000,000 shares, which equals to approximately 54.3 per cent of the shares
and voting rights of the company on the date of this release. The rights
offering is expected to amount to approximately EUR 6 million. Tecnotree is
undertaking the offering to finance working capital of larger delivery projects
than before and to strengthen its balance sheet. 

Based on initial plan of the Board of Directors and subject to market
conditions the rights offering will be executed by the end of June 2012. The
company has also negotiated a new revolving credit facility of 5 million euros
which the company will obtain if it receives at least 5 million euros with the
planned rights offering. 

Tecnotree has appointed Summa Capital Oy as arranger for the planned rights
offering. 

The invitation to the Extraordinary General Meeting in its entirety is appended
to this release. 

In Espoo, 4 May 2012

TECNOTREE CORPORATION

The Board of Directors


FURTHER INFORMATION
Kaj Hagros, President and CEO, tel. +358 40 849 1749
Tuomas Wegelius, CFO, tel. +358 400 433 228

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

About Tecnotree
Tecnotree is a global provider of a broad range of telecom IT solutions focused
on charging, billing, customer care, messaging and content services. Tecnotree
empowers communication service providers to create and monetize a broad
marketplace of digital services, and augment value across the customer
lifecycle. Acknowledged for agility and commitment, Tecnotree has more than 900
employees serving over 100 operators globally. Tecnotree is listed on the main
list of NASDAQ OMX Helsinki Ltd. with the trading code TEM1V. For more
information on Tecnotree visit www.tecnotree.com 

DISCLAIMER
The information contained herein is not for publication or distribution,
directly or indirectly, in or into the United States, Canada, Australia, Hong
Kong, South Africa or Japan. This release does not constitute an offer of
securities for sale in the United States, nor may the securities be offered or
sold in the United States absent registration or an exemption from registration
as provided in the U.S. Securities Act of 1933, as amended, and the rules and
regulations thereunder. There is no intention to register any portion of the
offering in the United States or to conduct a public offering of securities in
the United States. 

The issue, exercise or sale of securities in the offering are subject tospecific legal or regulatory restrictions in certain jurisdictions. Tecnotree
assumes no responsibility in the event there is a violation by any person of
such restrictions. 

The information contained herein shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the securities
referred to herein in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration, exemption from registration or
qualification under the securities laws of any such jurisdiction. Investors
must neither accept any offer for, nor acquire, any securities to which this
document refers, unless they do so on the basis of the information contained in
the applicable prospectus published or offering circular distributed by
Tecnotree. 

Tecnotree has not authorized any offer to the public of securities in any
Member State of the European Economic Area other than Finland. With respect to
each Member State of the European Economic Area other than Finland and which
has implemented the Prospectus Directive (each, a “Relevant Member State”) no
action has been undertaken or will be undertaken to make an offer to the public
of securities requiring publication of a prospectus in any Relevant Member
State. As a result, the securities may only be offered in Relevant Member
States (a) to any legal entity which is a qualified investor as defined in the
Prospectus Directive; or (b) in any other circumstances falling within Article
3(2) of the Prospectus Directive. For the purposes of this paragraph, the
expression an “offer of securities to the public” means the communication in
any form and by any means of sufficient information on the terms of the offer
and the securities to be offered so as to enable an investor to decide to
exercise, purchase or subscribe the securities, as the same may be varied in
that Member State by any measure implementing the Prospectus Directive in that
Member State and the expression “Prospectus Directive” means Directive
2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive,
to the extent implemented in the  Relevant Member State), and includes any
relevant implementing measure in the Relevant Member State and the expression
“2010 PD Amending Directive” means Directive 2010/73/EU. 

This communication is directed only at (i) persons who are outside the United
Kingdom or (ii) persons who have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net
worth entities, and other persons to whom it may lawfully be communicated,
falling within Article 49(2) of the Order (all such persons together being
referred to as “relevant persons”). Any investment activity to which this
communication relates will only be available to and will only be engaged with,
relevant persons. Any person who is not a relevant person should not act or
rely on this document or any of its contents. 

Summa Capital Oy is acting for Tecnotree Corporation and no one else in
connection with the proposed rights offering and will not regard any other
person (whether or not a recipient of this release) as a client in relation to
the proposed rights offering and will not be responsible to anyone other than
Tecnotree Corporation for providing the protections afforded to their
respective clients or for providing advice in relation to the proposed rights
offering or   any matters referred to in this release. 

Summa Capital Oy accepts no responsibility whatsoever for the contents of this
release, and makes no representation or warranty, express or implied, for the
contents of this release, including its accuracy, completeness or verification,
or for any other statement made or purported to be made by it, or on its
behalf, in connection with Tecnotree Corporation or the ordinary shares or the
proposed rights offering, and nothing in this release is or shall be relied
upon as, a promise or representation in this respect whether as to the past or
future. Summa Capital Oy accordingly disclaims to the fullest extent permitted
by law all and any liability whether arising in tort, contract or otherwise
which they might otherwise have in respect of this release or any such
statement. 

APPENDIX: NOTICE TO THE EXTRAORDINARY GENERAL MEETING OF TECNOTREE CORPORATION

Notice is given to the shareholders of Tecnotree Corporation to the
Extraordinary General Meeting to be held on Monday, 28 May 2012 at 10 am in
hotel Scandic Simonkenttä, Simonkatu 9, Helsinki. The reception of persons who
have registered for the meeting will commence at 9 am. 

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. Authorizing the Board of Directors to decide on the issuance of shares

The Board of Directors of Tecnotree Corporation proposes to the Extraordinary
General Meeting that the Extraordinary General Meeting authorise the Board of
Directors to decide on a share offering in which the shareholders shall have a
pre-emptive right to subscribe for new shares in proportion to their current
shareholding in the company. The reason for the share offering is to strengthen
the balance sheet of Tecnotree Corporation and its liquidity. The rights
offering is expected to amount to approximately EUR 6 million. 

The number of new shares issued based on the authorisation may not exceed
40,000,000 shares which equals to approximately 54.3 per cent of the shares and
voting rights of the company on the date of this notice. The authorisation
includes a right to decide on the secondary offering of the remaining shares,
if any, as determined by the Board of Directors. The Board of Directors is
authorised to decide upon other terms and conditions of the share offering. 

The authorisation is proposed to be in force until 28 March 2013. The Board of
Directors proposes that this authorisation will not replace the authorisation
of 28 March 2012 granted by the Annual General Meeting to the Board of
Directors to decide on a share offering. 

7. Closing of the meeting

B. Documents of the Extraordinary General Meeting

This notice, including in their entirety the above proposal of the Board of
Directors on the agenda of the Extraordinary General Meeting, as well as other
documents required by the Finnish Companies Act will be available on Tecnotree
Corporation's website at www.tecnotree.com from 7 May 2012. The proposal of the
Board of Directors and the other documents required by the Finnish Companies
Act will also be available at the Extraordinary General Meeting. Copies of
these documents and of this notice 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 15 May 2012 in the shareholders'
register of the Company held by Euroclear Finland Ltd., 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 23 May 2012 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 9 8047 8237 from Monday till Friday at 8 a.m. - 6 p.m.
c) by telefax + 358 9 8047 8212; or
d) by regular mail to Tecnotree Corporation, EGM, P.O. 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 is used only in
connection with the Extraordinary 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 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 15 May 2012,
would be entitled to be registered in the shareholders' register of the Company
held by Euroclear Finland Ltd. 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. at the latest by 23 May 2012 at 10 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 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 should be delivered in originals to Tecnotree
Corporation, the Extraordinary General Meeting, PO Box 93, FI-02271 Espoo,
Finland before the last date for registration 23 May 2012 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 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, 4 May 2012, the
total number of shares in Tecnotree Corporation is 73,630,977 shares and the
total number of votes is 73,630,977 votes. 

In Espoo, 4 May 2012

TECNOTREE CORPORATION

The Board of Directors

Attachments:

Notice to the EGM of Tecnotree Corp and contemplated right offering.pdf