Tecnotree Corporation Stock Exchange Release
The Annual General Meeting of
The Annual General Meeting confirmed the 2023 annual accounts. The Annual General Meeting discharged the Board of Directors and the CEO from liability for the financial year 2023, with the exception of former Board member
Authorization of the Board of Directors to decide on the distribution of dividend
The Annual General Meeting resolved that no dividend be distributed for the financial year 2023 by a resolution of the Annual General Meeting and that the loss of the company for the period be transferred to the retained earnings account in the shareholders' equity. The Annual General Meeting authorized the Board of Directors to decide in its discretion, on the distribution of a dividend from the retained earnings account as follows:
Based on the authorization, the maximum total amount of dividend to be distributed shall not exceed
Board of Directors, fees and auditor
The Annual General Meeting confirmed in accordance with the proposal of the Board of Directors that the Board of Directors will consist of five (5) members. Mr.
The Annual General Meeting resolved that the annual fee of the Chairman of the Board of Directors will be
The audit firm
Reverse share split
The Annual General Meeting resolved to carry out a reverse share split, i.e. the reduction of the number of shares without reducing the share capital. The reverse split will be carried out in the book-entry system after the stock market trading has ended on the
The arrangement will 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 was 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. The maximum number of new shares to be issued under the authorization was resolved to be 389,652 shares. The Board of Directors was authorized to resolve on all other matters related to the issuance of shares within the limits of the given authorization.
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 included 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 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, when carried out, will not require the shareholders to take any action.
Authorizing the Board of Directors to decide on the issuance of shares and other special rights entitling to shares
The Annual General Meeting resolved to authorize the Board of Directors 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 maximum amount corresponds to approximately 15 percent of the company's total number of shares after the completion of the reverse share split set out above.
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 will 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 and revokes the authorization granted by the Annual General Meeting on
Minutes of the Annual General Meeting
The minutes of the meeting will be available on
TECNOTREE CORPORATION
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/resolutions-passed-by-the-annual-general-meeting-of-tecnotree-corporation,c3961793
https://mb.cision.com/Main/15858/3961793/2732480.pdf
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