2014-03-26 17:15:00 CET

2014-03-26 17:15:02 CET


REGULATED INFORMATION

Finnish English
Tecnotree Oyj - Decisions of general meeting

Resolutions passed by the Annual General Meeting of Tecnotree Corporation


Tecnotree Corporation
Stock Exchange Release
26th March 2014, at 6.15 p.m. EET

The Annual General Meeting of Tecnotree Corporation held on 26th March 2014
confirmed the financial statements and the consolidated financial statements
for the financial year 2013 and discharged the Board of Directors and the CEO
from liability for the year 2013. The Annual General Meeting resolved in
accordance with the proposal of the Board of Directors that no dividend be paid
for the year 2013, and that the parent company's loss for the financial year,
2,138,056.64 euros, be covered by non-restricted equity reserves. In addition,
losses for previous periods be covered by EUR 1,690,237.98 of the
non-restricted equity reserves. 

The Annual General Meeting confirmed that the Board of Directors will consist
of five members. Johan Hammarén, Pentti Heikkinen, Harri Koponen, Tuija
Soanjärvi and Christer Sumelius were re-elected as Board members. The Board
members were elected for a period of office expiring at the end of the first
Annual General Meeting following the election. 

The Annual General Meeting resolved that the annual remunerations to the
members of the Board of Directors be 23,000 euros, for the Chairman, 50,000
euros and for the Vice Chairman 30,000 euros. In addition it was decided that a
compensation of 800 euros for the Chairman and 500 euros for a member of the
Board of Directors be paid for attendance at Board and Committee meetings. 

KPMG Oy Ab, Authorised Public Accountants, will continue as the Company's
auditor until the end of the following Annual General Meeting.The principal
auditor appointed by them is Mr. Toni Aaltonen, Authorized Public Accountant. 

The Annual General Meeting authorised the Board of Directors in accordance with
the proposal of the Board of Directors to decide on the acquisition of a
maximum of 12,262,842 of the Company's own shares. Own shares shall be acquired
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 acquired 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 acquisition. The
authorisation will be valid for one year from the decision of the Annual
General Meeting. 

The Annual General Meeting authorised the Board of Directors in accordance with
the proposal of the Board of Directors to decide to issue and/or to convey a
maximum of 60,000,000 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 shareholder's pre-emption right,
through a directed share issue if the Company has a weighty financial reason to
do so. 

The Board of Directors may also decide on a free share issue to the Company
itself. The Board of Directors is, within the authorization, 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 Board of
Directors shall decide on other terms and conditions related to the share
issues and granting of the special rights. The said authorisations will be
valid forone year from the decision of the Annual General Meeting. 

Chairman of the Board of Directors and Board Committees

In the assembly meeting of the Board of Directors following the Annual General
Meeting, Harri Koponen was elected as Chairman and Pentti Heikkinen as Vice
Chairman of the Board of Directors. Tuija Soanjärvi was elected as Chairman of
the Audit Committee and Harri Koponen and Pentti Heikkinen  as members.
Christer Sumelius was elected as Chairman of the Compensation and Nomination
Committee and Johan Hammarén and Harri Koponen as members. 

The Board of Directors has assessed the Board members' independence in
compliance with the Finnish Corporate Governance Code's recommendations. Based
on the assessment, all Board members are independent of the company and its
major shareholders. 

TECNOTREE CORPORATION


Board of Directors

FURTHER INFORMATION
Mr Ilkka Raiskinen, CEO, tel. +358 45 311 3113

DISTRIBUTION
NASDAQ OMX Helsinki Oy
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 1100 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 visit www.tecnotree.com