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Tecnotree Corporation Stock Exchange Release 25 March 2022 at 14:01 EET

Notice to the Annual General Meeting

Notice is given to the shareholders of Tecnotree Corporation ("Company") to the Annual General Meeting to be held on Tuesday 19 April 2022 at 10.00 a.m. (EEST/Finnish time) at the Company's headquarters at Tekniikantie 14, 02150 Espoo, Finland.

In order to prevent the spread of the Covid-19 pandemic, the Annual General Meeting will be held without the presence of shareholders and/or their proxy representatives at the meeting venue. The Company's shareholders and their proxy representatives may participate in the meeting and exercise shareholder rights only through voting in advance as well as by making counterproposals and asking questions in advance. Instructions for shareholders are presented in this notice under section C "Instructions for the participants in the General Meeting".

The Board of Directors of the Company has resolved on the exceptional procedure for the meeting based on the temporary legislative act (375/2021), which entered into force on 8 May 2021. The Company has resolved to take actions enabled by the act in order to hold the meeting in a predictable manner, taking into account the health and safety of the Company's shareholders, personnel and other stakeholders.

It is not possible to attend the Annual General Meeting in person at the venue and no video connection will be arranged to the venue during the Annual General Meeting.

A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING

The following matters are on the agenda of the meeting:

1. Opening of the meeting

2. Calling the meeting to order

Susanne Mattsson, LLM, trained on the bench, will act as the chairperson of the meeting. Should Susanne Mattsson for a weighty reason not be able to act as the chairperson of the meeting, the Board of Directors will appoint another person it deems most suitable to act as the chairperson.

3. Election of person to scrutinize the minutes and to supervise the counting of votes

Juhana Kiuru, Director, Finance, will act as the person to scrutinize the minutes and supervise the counting of votes. Should Juhana Kiuru for a weighty reason not be able to act as the person to scrutinize the minutes and supervise the counting of the votes due, the Board of Directors will appoint another person it deems most suitable to act as the person to scrutinize the minutes and 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

Shareholders who have voted in advance within the advance voting period and who have the right to participate in the Annual General Meeting in accordance with Chapter 5, Sections 6 and 6 a of the Finnish Limited Liability Companies Act will be recorded to have been represented in the meeting. The list of votes will be adopted according to the information provided by Euroclear Finland Ltd.

6. Presentation of the annual accounts, the consolidated annual accounts, the report of the Board of Directors and the auditor's report for the year 2021

As participation in the Annual General Meeting is possible only by voting in advance, the annual accounts, the consolidated annual accounts, the report of the Board of Directors and the auditor's report, which have been published by the Company on  25 March 2022 and which are available on the Company's website www.tecnotree.com, will be deemed to have been presented to the Annual General Meeting.

7. Adoption of the annual accounts and consolidated 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 the profit of the Company EUR 18,522,673.02 is transferred to the retained earnings account and that no dividend be paid for the financial year 1 January 2021 - 31 December 2021.

Because the Board of Directors has proposed that no dividend will be paid, a minority dividend pursuant to Chapter 13, Section 7 of the Finnish Limited Liability Companies Act is an option. The minority dividend must be distributed if it is supported by shareholders holding a minimum of one-tenth (1/10) of all shares. The aggregate amount of minority dividend is EUR 4,052,196.89 corresponding to 8 per cent of the Company's equity. A shareholder supporting the minority dividend can vote for the minority dividend in the advance voting, and it is not necessary to present a separate demand or counterproposal.

9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial year 1 January 2021 - 31 December 2021

10. Consideration of the remuneration report of the governing bodies

As participation in the Annual General Meeting is possible only in advance, the Company's remuneration report of the governing bodies, which has been published by the Company on

25 March 2022 in connection with the annual accounts will be deemed to have been presented to the Annual General Meeting. The remuneration report is available on the Company's website www.tecnotree.com. The Annual General Meeting's resolution on the remuneration report is advisory.

11. 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 2023 be as follows:
  • Chairman - EUR 210,000
  • Vice Chairman - EUR 120,000
  • Other Directors - EUR 70,000

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.

The Board of Directors proposes that approximately 45 per cent of the remuneration be paid in Tecnotree's shares and approximately 55 per cent 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 company's own shares. 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 2022 - 30 September 2022.

12. 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.

13. 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 Mr. Neil Macleod, Ms. Jyoti Desai, Mr. Conrad Neil Phoenix, Mr. Anders Fornander and Mr.  Markku Wilenius be re-elected as 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.

Biographical details of the proposed Board members to be elected, as well as an evaluation regarding their independence, are available on the Company's website www.tecnotree.com.

14. 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.

15. Election of auditor

Upon recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that Tietotili Audit Oy be re-elected auditor of the Company. Tietotili Audit Oy has informed the Company that APA Mr. Urpo Salo will be the auditor with principal responsibility.

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

16. Closing of the meeting.

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

The proposals of the Board of Directors relating to the matters on the agenda of the Annual General Meeting as well as this notice are available on Tecnotree Corporation's website at www.tecnotree.com from this day. Likewise, the annual report of Tecnotree Corporation, including the Company's annual accounts, the report of the Board of Directors and the auditor's report as well as the remuneration report, are available to the shareholders on the Company's website.

The minutes of the meeting will be available on the above-mentioned website no later than on 3 May 2022.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING

In order to prevent the spread of the Covid- pandemic, the Annual General Meeting will be arranged so that a shareholder or his/her proxy representative may not be present at the venue of the meeting. It is also not possible for a shareholder or his/her proxy representative to participate in the Annual General Meeting by means of real-time telecommunications. Shareholders and their proxy representatives may participate in the Annual General Meeting and exercise their rights at the Annual General Meeting only by voting in advance as well as by making counterproposals and presenting questions in advance in accordance with the instructions presented below.

1. Right to participate in the Annual General Meeting

Each shareholder, who is registered on 5 April 2022 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. A shareholder may not participate in the Annual General Meeting in any other manner than by voting in advance in the manner described below and by making counterproposals and presenting questions in advance.

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.

Instructions for holders of nominee-registered shares can be found in section C.3 "Holders of nominee-registered shares" below.

2.  Notice of participation and voting in advance

The registration and advance voting period commence on 30 March 2022 at 10:00 am Finnish time once the deadline for delivering counterproposals to be put to a vote has expired. A shareholder who is registered in the Company's shareholder register and who wishes to participate in the Annual General Meeting by voting in advance shall register for the Annual General Meeting and vote in advance no later than on 10 April 2022 at 4 p.m. Finnish time, by which time the registration and the advance votes shall been received by the Company.

The requested information, such as the shareholder's name, personal identification number or business ID, address, telephone number as well as the name of his/her possible proxy representative and the personal identification number of the proxy representative must be provided in connection with the registration. The personal data given to Tecnotree Corporation or Euroclear Finland Ltd by shareholders is used only in connection with the Annual General Meeting and in connection with the processing of the related necessary registrations.

Shareholders with a Finnish book-entry account can submit the notice of participation and vote in advance on certain matters on the agenda between 10:00 a.m. Finnish time on 30 March 2022 and 4:00 p.m. Finnish time on 10 April 2022 in the following ways:

a. on the Company's website: www.tecnotree.com

A Finnish personal identity code or business ID and the book-entry account number of the shareholder is needed for voting in advance electronically. When a shareholder who is an individual, logs in to Euroclear Finland Ltd's service via the Company's website, he or she is directed to strong electronic identification. For shareholders that are legal persons strong electronic identification is not required. Strong electronic authentication takes place either with a Finnish bank ID or a Finnish mobile certificate.

If the legal person uses the Suomi.fi electronic authorization, registration requires a strong electronic identification from the authorized person, which works with bank IDs or a mobile certificate.

b. by mail or email

A shareholder may send the advance voting form available on the Company's website or corresponding information to Euroclear Finland Ltd by regular mail to Euroclear Finland Ltd, Yhtiökokous, PL 1110, FI-00101 Helsinki, Finland or by email at [email protected].The advance voting form will be available on the website no later than on 30 March 2022.

If a shareholder participates in the Annual General Meeting by sending votes in advance by regular mail or by email to Euroclear Finland Ltd, the delivery of the votes before the ending of the registration and advance voting period shall constitute registration for the Annual General Meeting, if the above-mentioned information required for the registration is delivered at the same time.

     Instructions relating to the advance voting may also be found on the Company's website www.tecnotree.com.

3. Holders of nominee-registered shares

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 5 April 2022 would be entitled to be registered in the shareholders' register of the Company held by Euroclear Finland Ltd. The right to participate in the Annual 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 12 April 2022 at 10 a.m. Finnish time. As regards nominee registered shares this constitutes due registration for the Annual 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 Annual 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.  In addition, the account management organisation of the custodian bank shall arrange advance voting on behalf

of the holder of nominee registered shares within the registration period for nominee-registered

shares.

4. Proxy representative and power of attorney

A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation. Proxy representatives of shareholders are also required to vote in advance in the manner instructed in this notice.

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. 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 General Meeting.

Shareholders are requested to deliver proxy documents via email to [email protected]or in original via mail to Tecnotree Corporation, the Annual General Meeting, P.O. Box 501 02101 Espoo, Finland, before the end of the registration time.

An entity owner can also use the electronic Suomi.fi authorization service instead of the traditional proxy. In this case, the entity authorizes a proxy representative nominated by it in the Suomi.fi service at http://www.suomi.fi/valtuudet using the proxy "Representation at the Annual General Meeting". In connection with the registration of Euroclear Finland Ltd's Annual General Meeting service, 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. More information on the su-omi.fi/valtuudet website and on the Company's website at www.tecnotree.com.

5. Other instructions and information.

Shareholders who hold at least one one-hundredth (1/100) of all the shares in the Company have the right to make counterproposals concerning the proposed decisions on the agenda of the Annual General Meeting to be placed for a vote. These counterproposals must be delivered to the Company by email to [email protected]no later than on 29 March 2022 at 8 a.m. Finnish time. A shareholder making a counterproposal must in connection with making the counterproposal present a statement of its shareholding in the Company. The Company will publish the counterproposals to be put to the vote on the Company's website www.tecnotree.com  no later than on 30 March 2022.

The counterproposal is admissible for consideration at the Annual General Meeting if the shareholders who have made the counterproposal have the right to attend the meeting and represent at least one one-hundredth of all shares in the Company on the record date of the Annual General Meeting. If a counterproposal is non-admissible, votes cast for such counterproposal will not be recorded at the meeting.

Shareholders have the right to ask questions and request information with respect to the matters to be considered at the meeting pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act by email to the address [email protected]no later than on 1 April 2022 at 4 p.m. Finnish time. The Company will publish the shareholders' questions along with the management's and the Board of Directors' responses as well as any counterproposals not eligible for voting on the Company's website www.tecnotree.com  at the latest on 6 April 2022. Asking questions and making counterproposals requires the shareholder to present an adequate statement of their shareholding in the Company.

On the date of the notice to the Annual General Meeting, 25 March 2022, the total number of shares in Tecnotree Corporation is 318,956,206 shares and the total number of votes is 318,956,206 votes. On the date of this notice, the Company holds 12.912.749 treasury shares.

In Espoo, 25 March 2022

TECNOTREE CORPORATION

THE BOARD OF DIRECTORS