Tecnomen Lifetree Oyj - Notice to general meeting

NOTICE TO THE ANNUAL GENERAL MEETING

Tecnotree Corporation
Stock Exchange Release
March 1, 2011 at 12.00 am

Notice is given to the shareholders of Tecnotree Corporation to the Annual
General Meeting to be held on Wednesday, 23 March 2011 at 4 p.m. at Palace
Gourmet, Conference Room, address Eteläranta 10, 10th floor, Helsinki. The
reception of persons who have registered for the meeting will commence at 3
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 report of the Board of Directors
and the auditor's report for the year 2010 

- Review by the CEO

7. Adoption of the annual accounts

8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend 

The Board of Directors proposes to the Annual General Meeting that it would
resolve not to pay any dividend to the shareholders from the financial year
ended 31 December 2010, and the parent company's loss for the financial year
EUR 10,389,877.77 will be covered from the unrestricted equity funds. 

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 members of the Board of Directors' fees 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 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 eight 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 current members of the Board of Directors will be
re-elected: Mr. Atul Chopra, Mr. Johan Hammarén, Mr. Pentti Heikkinen, Mr.
Harri Koponen, Mr. Ilkka Raiskinen, Mr. Christer Sumelius, Mr. Hannu Turunen
and Mr. David White. 

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, and that the
principal auditor appointed by them is Sixten Nyman, Authorized Public
Accountant. 

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

15. Authorizing the Board of Directors to decide on the repurchase of the
Company's own shares 

The Board of Directors proposes that the Annual General Meeting authorize the
Board of Directors to decide on the repurchase of a maximum of 7,360,000 of the
Company's own shares as follows: 

Own shares can be repurchased with unrestricted shareholders' equity otherwise
than in proportion to the holdings of the shareholders through public trading
of the securities on NASDAQ OMX Helsinki Oy at the market price of the shares
in public trading at the time of the acquisition. 

Own shares can be repurchased for the purpose of developing the capital
structure of the Company, carrying out corporate acquisitions or other business
arrangements to develop the business of the Company, financing capital
expenditure, to be used as part of the Company's incentive schemes, or to be
otherwise retained in the possession of the Company, disposed of or nullified
in the extent and manner decided by the Board of Directors. 

The Board of Directors will decide on other terms of the share repurchase. This
share repurchase authorization will be valid for one year from the decision of
the Annual General Meeting. 

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 17,800,000 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 shareholder's 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 together with the
shares repurchased to the Company on the basis of the repurchase authorization
shall be a maximum of 1/10 of all the Company's shares. 

The Board of Directors is authorized to grant the 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 invested
non-restricted equity fund or in the share capital in the extent and manner
decided by the Board of Directors. 

The Board of Directors shall decide on 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 1 March 2011. 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 no later than 1 March 2011. The
proposals of the Board of Directors and its Committees and the annual accounts
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 11 March 2011 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 18
March 2011 at 2 p.m. by which 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 (09) 8047 8237 from Monday till Friday at 8 a.m. - 4 p.m.
c) by telefax (09) 8047 8212; or
d) by regular mail to Tecnotree Corporation, the Annual General Meeting, PL 93,
02271 Espoo 

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 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. 

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the
general meeting by virtue of such shares, based on which he/she on the record
date of the general meeting, i.e. on 11 March 2011, would be entitled to be
registered in the shareholders' register of the company held by Euroclear
Finland Ltd. The right to participate in the general meeting requires, in
addition, that the shareholder on the basis of such shares has been registered
into the temporary shareholders' register held by Euroclear Finland Ltd. at the
latest by 18 March 2011 10 am. As regards nominee registered shares this
constitutes due registration for the general meeting. 

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the temporary
shareholder's register of the company, the issuing of proxy documents and
registration for the general meeting from his/her custodian bank. The account
management organization of the custodian bank has to register a holder of
nominee registered shares, who wants to participate in the general meeting,
into the temporary 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, PL 93, 02271 Espoo before the last
date for registration 18 March 2011 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 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 1 March 2011, the total
number of shares in Tecnotree Corporation is 73,630,977 shares and the total
number of votes is 73,630,977 votes. 



TECNOTREE CORPORATION


Board of Directors


FURTHER INFORMATION

Kaj Hagros, President and CEO, tel. +358 40 849 1749


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 800
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

Attachments:

Notice to Tecnotree AGM.pdf