TECNOTREE OYJ Tecnotree Corporation Stock Exchange Release 22 March 2024 at 17:01 EET
Notice is given to the shareholders of
The Annual General Meeting is held as a hybrid meeting in accordance with Chapter 5, Section 16 Subsection 2 of the Finnish Limited Liability Companies Act. As an alternative to attending the Annual General Meeting at the meeting venue, shareholders can also exercise their rights fully during the Annual General Meeting remotely. Instructions for remote participation are set out in Section C of this notice to the Annual General Meeting.
Shareholders may also exercise their voting rights by voting in advance. Instructions for advance voting are presented in Section C of this notice to the Annual General Meeting.
- MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING
The following matters are on the agenda of the meeting:
- Opening of the meeting
- Calling the meeting to order
- Election of persons to scrutinize the minutes and to supervise the counting of votes
- Recording the legality of the meeting
- Recording the attendance at the meeting and adoption of the list of votes
- Presentation of the financial statements, the report of the Board of Directors and the
auditor's report for the year 2023
- Review by the CEO
The financial statements, the report of the Board of Directors and the auditor's report are available on the Company's website at
https://investors.tecnotree.com/en/investors/corporate_governance/annual_general_meeting_2024.
- Adoption of the financial statements
- Resolution on the use of the profit shown on the balance sheet and authorization of the Board of Directors to decide on the distribution of dividend
The Board of Directors proposes to the Annual General Meeting that based on the balance sheet to be adopted for the financial year
Nonetheless, the Board of Directors proposes that the Board of Directors be authorized to decide, in its discretion, on the distribution of a dividend of an aggregate maximum of
After the completion of the reverse share split and the related redemption and cancellation of the Company's shares as set out in item 17 below, if the Annual General Meeting approves the reverse share split in the proportion proposed in the said item, the authorization would equal to a maximum of
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 would 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
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
- Resolution on the discharge of the members of the Board of Directors and the CEO from liability
- Advisory resolution on the adoption of the Company's remuneration report for governing bodies
The Board of Directors proposes to the Annual General Meeting that the Company's remuneration report for governing bodies for the year 2023 is adopted through an advisory resolution.
The remuneration report for the governing bodies is available on the Company's website at https://investors.tecnotree.com/en/investors/corporate_governance/annual_general_meeting_2024.
- Advisory resolution on the adoption of the Company's remuneration policy for governing bodies
The Board of Directors proposes to the Annual General Meeting that the Company's remuneration policy for governing bodies is adopted through an advisory resolution.
The remuneration policy is available on the Company's website at https://investors.tecnotree.com/en/investors/corporate_governance/annual_general_meeting_2024.
- Resolution on the remuneration of the members of the Board of Directors
Upon recommendation of the Nomination Committee, the Board of Directors proposes to the Annual General Meeting that the annual remuneration payable to the members of the Board of Directors to be elected at the Annual General Meeting for the term until the end of the Annual General Meeting in 2025 remains unchanged and therefore be as follows:
- Chairman -
EUR 210,000 -
Vice Chairman -
EUR 120,000 -
Other Directors -
EUR 70,000
- Chairman -
In addition to the annual fee, the members of the Board of Directors are entitled to reimbursement of reasonable travel expenses in accordance with the Company's travel policy.
Upon recommendation of the Nomination Committee, the Board of Directors proposes that approximately 45 per cent of the remuneration be paid in
- Resolution on the number of members of the Board of Directors
Upon recommendation of the Nomination Committee, the Board of Directors proposes to the Annual General Meeting that five (5) members be elected to the Board of Directors of the Company.
- Election of members of the Board of Directors
Upon recommendation of the Nomination Committee, the Board of Directors proposes to the Annual General Meeting that the current members of the Board of Directors
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.
All persons proposed as members of the Board of Directors have given their consent to the election. All are assessed to be independent of the Company and except for
- Resolution on the remuneration of the auditor
Upon recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that the auditor's fees be paid according to a reasonable invoice approved by the Board of Directors.
For the sake of clarity, it is noted that the elected auditor would also be paid remuneration for services rendered for sustainability reporting assurance services according to a reasonable invoice approved by the Board of Directors.
- Election of auditor
Upon recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that
The term of the auditor expires at the end of the first Annual General Meeting following the election.
- Proposal of the Board of Directors to carry out a reverse share split
The Board of Directors proposes that the Annual General Meeting resolves to carry out a reverse share split as follows:
The Board of Directors proposes that the Annual General Meeting resolves that the number of shares in the Company is reduced without reducing the share capital. The arrangement is proposed to 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 proposes that the Board of Directors is 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. Therefore, the maximum number of new shares issued to the shareholders by the Company is the amount resulting from multiplying the amount of such book-entry accounts in which Company's shares are registered on the Transaction Day (as defined below) by nineteen (19). The maximum number of new shares to be issued under the authorisation is proposed to be 389,652 shares. The share issue authorisation is proposed to be valid until the completion of the reverse split decided under this agenda item. The Board of Directors is authorized to resolve on all other matters related to the issuance of shares within the limits of the proposed authorisation.
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 include 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 reverse share split date (the "Transaction Day"), on the basis of which the number of shares to be issued to and redeemed from a shareholder is determined, is 19 April 2024. The reverse share split is carried out in the book-entry system after the stock market trading has ended on the Transaction Day. 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
The arrangement, if it is realized, will not require the shareholders to take any action. No part of the arrangement shall be carried out unless all the other parts of the arrangement are carried out as well.
- Authorizing the Board of Directors to decide on the issuance of shares and other special rights entitling to shares
The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized 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 proposed maximum amount corresponds to approximately 15 percent of the Company's total number of shares after the completion of the reverse share split pursuant to the proposal of the Board of Directors under item 17 in this Annual General Meeting.
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 shall 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. This authorization revokes the authorization granted by the Annual General Meeting on
In the event the Annual General Meeting does not approve the reverse share split pursuant to the proposal of the Board of Directors, the number of shares covered by the authorization shall be increased so that the authorization shall apply to a total maximum of 47,840,000 shares.
In the event the Annual General Meeting resolves to approve the reverse share split applying other reverse split ratio than the one proposed by the Board of Directors, the authorization shall be amended so that it corresponds to a number of shares that is approximately equal to a maximum of 15 % per cent of the total number of registered shares after the reverse share split.
- Closing of the meeting.
- DOCUMENTS OF THE ANNUAL GENERAL MEETING
This notice, which includes all proposals of the Board of Directors relating to the matters on the agenda of the Annual General Meeting, are available on
The minutes of the meeting will be available on the above-mentioned website no later than on
- INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING
- Shareholder registered in the shareholders' register
Each shareholder, who is registered on the record date
Registration for the Annual General Meeting will begin on
- on the Company's website https://investors.tecnotree.com/en/investors/corporate_governance/annual_general_meeting_2024
Electronic registration requires strong electronic identification of the shareholder or their legal representative or proxy representative with Finnish, Swedish or Danish bank ID or a mobile certificate. If shareholders use Suomi.fi- authorizations, registration requires the authorized person's strong electronic authentication with Finnish online banking codes or a mobile certificate.
- by e-mail or regular mail
A shareholder registering by e-mail or by regular mail shall deliver the registration form available on the website of the Company https://investors.tecnotree.com/en/investors/corporate_governance/annual_general_meeting_2024 or corresponding information by e-mail to the address agm@innovatics.fi or by regular mail to the address
- by telephone +358 10 2818 909 Monday to Friday
9 - 12 a.m. and1 - 4 p.m. (EET /EEST). A shareholder cannot vote in advance, when registering by phone.
- by telephone +358 10 2818 909 Monday to Friday
In connection with the registration, at least the following information is requested: the shareholder's name, date of birth or business ID, contact details and the name of any proxy representative or assistant as well as the date of birth of the proxy representative. The personal data given to
The shareholder, their legal representative or proxy representative must be able to prove their identity and/or right of representation at the meeting venue.
Additional information regarding registration and advance voting is available by telephone during the registration period of the Annual General Meeting from the telephone number of
- Holder of nominee-registered share
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
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, issuing of proxy documents and giving voting instruction, registration for the Annual General Meeting as well as advance voting 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 Annual General Meeting, for temporary entry into the shareholders' register of the Company at the latest by the time stated above and if needed take care of the voting in advance on behalf of the holders of nominee-registered shares within the registration period applicable to nominee-registered shares. For the sake of clarity, it is noted that holders of nominee-registered shares cannot directly register for the Annual General Meeting on the Company's website, but must register via their custodian bank instead.
- Proxy representative and power of attorney
A shareholder may participate in the Annual General Meeting and exercise its/his/her rights at the meeting by way of proxy representation. The proxy representative may also choose to vote in advance in the manner set out in this notice.
The electronic registration and advance voting on behalf of a shareholder requires secured strong authentication. The proxy representative can register and vote on behalf of the shareholder by logging in with the proxy representative's own online banking codes or a mobile certificate.
A proxy representative shall present a dated proxy document or otherwise prove in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting. Statutory right of representation may be demonstrated by using the Suomi.fi e-Authorization service which is in use in the online registration service. A model proxy and voting instruction is available on the Company's website
https://investors.tecnotree.com/en/investors/corporate_governance/annual_general_meeting_2024.
When a shareholder participates in the 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.
Shareholders are requested to primarily deliver possible proxy documents as an attachment in connection with registering for the meeting or alternatively by e-mail to agm@innovatics.fi or in original via regular mail to
Shareholders can use the electronic Suomi.fi authorization service instead of the traditional proxy authorisation. In this case, the shareholder authorizes a representative nominated by it in the Suomi.fi service at http://www.suomi.fi/e-authorizations (using the proxy "Representation at the General Meeting"). When registering, the authorized person must identify himself/herself with strong electronic identification, after which the electronic authorization will be checked automatically. Strong electronic identification works with bank IDs or a mobile certificate. For more information regarding electronic authorizations, see www.suomi.fi/ e-authorizations.
- Remote participation in the Annual General Meeting
Shareholders entitled to attend the Annual General Meeting may participate in the meeting and exercise their rights fully during the meeting not only by attending at the meeting venue but also by remote access.
A shareholder's or proxy's notice of remote participation in the Annual General Meeting is binding, and the shareholder or proxy has no right to change the method of participation or to attend the meeting at the place of the Annual General Meeting after the registration period has expired. However, notification by a shareholder's proxy of participation by remote access shall not restrict the right of other proxies of that shareholder to attend the meeting at the place of the meeting.
Remote access to the Annual General Meeting will be provided through Inderes Plc's general meeting service on the Videosync platform, which includes video and audio access to the Annual General Meeting. Remote access does not require any paid software or downloads. In addition to an internet connection, participation requires a computer, smartphone or tablet with speakers or headphones for sound and a microphone if you want to speak. One of the following browsers is recommended for participation: Chrome, Firefox, Edge, Safari, or Opera. It is advisable to log in to the meeting system well in advance of the meeting.
The participation link and password for remote participation will be sent by e-mail and/or SMS to the e-mail address and/or mobile phone number provided at the time of registration to all those who have registered for the Annual General Meeting no later than the day before the Annual General Meeting. Thus, shareholders who have voted in advance may also participate in the Annual General Meeting remotely via telecommunication if they so wish. The votes cast by advance voters will be taken into account in the decision of the Annual General Meeting, regardless of whether they participate in the Annual General Meeting remotely or not. Shareholders participating in the meeting remotely will be able to change their advance votes during the meeting, should a vote take place.
For more information on the Annual General Meeting service, additional instructions for proxies representing more than one shareholder, contact details of the service provider and instructions in case of possible disruptions can be found here: https://vagm.fi/support. A link to test the compatibility of your computer, smartphone or tablet with the network connection can be found here: https://demo.videosync.fi/agm-compatibility?language=en. It is recommended that you read the detailed participation instructions before the Annual General Meeting.
In the event of problems during the Annual General Meeting, shareholders are requested to contact the online general meeting service provider's support without delay. Assistance with logging in to the meeting is available by phone at +358 10 2818 909 or by e-mail at agm@innovatics.fi. In case of problems in following the meeting, exercising your right to speak or voting during the meeting, assistance is available by phone at +358 20 729 1449 or by email at support@videosync.fi.
- Voting in advance
Shareholders with a Finnish book-entry account can vote in advance on certain matters on the agenda between
- on the Company's website https://investors.tecnotree.com/en/investors/corporate_governance/annual_general_meeting_2024
Online voting requires that the shareholders or their statutory representatives or proxy representatives use strong electronic authentication either by Finnish, Swedish or Danish bank ID or mobile certificate. If shareholders use Suomi.fi-authorizations, registration requires the authorized person's strong electronic authentication with bank ID or a mobile certificate. The terms and other instructions concerning the electronic voting are available on the Company's website at
https://investors.tecnotree.com/en/investors/corporate_governance/annual_general_meeting_2024.
- by regular mail or email
Shareholders can also submit the advance voting form, which is available on the Company's website at
https://investors.tecnotree.com/en/investors/corporate_governance/annual_general_meeting_2024 or corresponding information by mail to
The advance votes must be received prior to the expiry of the advance voting period.
If a shareholder submits advance votes as set out above before the end of the registration and advance voting period, the shareholder is deemed to have registered for the Annual General Meeting, provided that the information required for registration mentioned above have been provided.
Shareholders who have voted in advance, who wish to exercise their right to ask questions in accordance with the Finnish Limited Liability Companies Act, demand a vote at the Annual General Meeting or vote on a possible counterproposal must attend the General Meeting in person or by proxy at the meeting venue or remotely.
For holders of nominee-registered shares, advance voting is carried out via the custodian bank. The account management organisation of the custodian bank may cast advance votes on behalf of the holders of nominee-registered shares in accordance with the voting instructions provided by the holders of nominee-registered shares during the registration period for the nominee-registered shares.
An agenda item subject to advance voting is considered to have been presented unchanged to the Annual General Meeting. Instructions concerning the advance voting are available on the Company's website https://investors.tecnotree.com/en/investors/corporate_governance/annual_general_meeting_2024.
- Other instructions and information
The Annual General Meeting will be conducted primarily in Finnish. The review by the CEO will be held in English. Simultaneous translation will be available into English and, as necessary, into Finnish.
Shareholders present at the Annual General Meeting have the right pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act to ask questions with respect to the matters to be considered at the meeting.
Changes in shareholding after the record date of the Annual General Meeting do not affect the right to participate in the Annual General Meeting or the number of votes of the shareholder.
On the date of the notice to the Annual General Meeting,
In Espoo,
TECNOTREE CORPORATION THE BOARD OF DIRECTORS
Further information
Indiresh Vivekananda. CFO. tel. +971 56 410 8357
For more information, please visit www.tecnotree.com or social media channels - LinkedIn I Facebook I Twitter
https://news.cision.com/tecnotree/r/notice-to-the-annual-general-meeting-of-tecnotree-corporation,c3950730
https://mb.cision.com/Main/15858/3950730/2690547.pdf
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