Notice to the Annual General Meeting - 2026

Notice is given to the shareholders of Tecnotree Corporation ("Company") to the Annual General Meeting to be held on Friday, 29 May 2026 at 11 a.m. (EEST). The Annual General Meeting is held without a meeting place via real-time remote access as a virtual meeting in accordance with Chapter 5, Section 16 Subsection 3 of the Finnish Limited Liability Companies Act. The shareholders can exercise their rights fully during the Annual General Meeting via remote connection. Instructions for participation are set out in Section C of this notice.

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.

1. 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
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 financial statements, the report of the Board of Directors, the auditor's report and the sustainability statement assurance report for the year 2025

-      CEO's report

The financial statements, the report of the Board of Directors (including the sustainability statement), the auditor's report and the sustainability statement assurance report are available on the Company's website at

https://investors.tecnotree.com/en/investors/corporate_governance/annual_general_meeting_2026

1. Adoption of the financial statements
2. Resolution on the use of the profit shown on the balance sheet and the distribution of dividend

The Company's distributable funds on 31 December 2025 amounted to EUR 41,273,539.00, including the loss for the financial period of EUR 20,708.24.

The Board of Directors proposes to the Annual General Meeting that based on the balance sheet to be adopted for the financial year 1 January 2025 - 31 December 2025, no dividend is distributed and that the loss for the financial year 1 January 2025 - 31 December 2025 be transferred to the retained earnings account in the shareholders' equity.

The Board of Directors notes that the Company is currently subject to a public tender offer. Pursuant to the terms of the tender offer, any dividend distribution or other distribution of assets prior to the completion of the tender offer would affect the consideration offered to shareholders and the other holders of equity securities under the tender offer in accordance with the adjustment mechanism set out in the terms of the tender offer. The Board of Directors is monitoring the progress of the tender offer and will carefully assess, taking into account also the Company's dividend policy, whether the prerequisites or appropriateness of a distribution of assets and the interests of shareholders need to be reconsidered following the conclusion of the tender offer process or otherwise in the event of a change in circumstances.

1. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
2. 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 2025 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_2026   

1. 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 2027 be as follows:

• Chairman - EUR 75,000 
• Vice Chairman - EUR 50,000
• Other Directors - EUR 30,000

Upon recommendation of the Nomination Committee, the Board of Directors proposes that in addition to the annual remuneration the Board members be entitled to meeting fees as follows:

• For Board meetings: EUR 2,500 per meeting for the Chairman, EUR 1,500 per meeting for the Vice Chairman, and EUR 1,000 per meeting for other Directors.
• For Committee meetings: EUR 2,500 per meeting for the Chairman of the Committee and EUR 1,000 per meeting for other Committee members.

The annual remuneration and the meeting fees are paid in cash.

The members of the Board of Directors shall also be entitled to reimbursement of reasonable travel expenses in accordance with the Company's travel policy.

If a Board member resigns or the Board membership otherwise ends prior to the next Annual General Meeting, the annual remuneration shall be paid to such member on a pro-rata basis for the actual period of service as a member of the Board of Directors. Meeting fees shall be paid for meetings attended during the period of service. Reasonable travel expenses shall be reimbursed in accordance with the Company's travel policy for the period of service.

1. 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.

1. 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, Mr. Johan Hammaren, Ms. Jyoti Desai, Mr. Conrad Neil Phoenix and Mr. Anders Fornander be re-elected as members of the Board of Directors. It is proposed that shareholders take a position on the composition of the Board of Directors as a whole.

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 persons proposed are assessed to be independent of the Company and except for Neil Macleod and Conrad Neil Phoenix, independent of the Company's significant shareholders. More information of the proposed Board members to be elected is available on the Company's website

https://investors.tecnotree.com/en/investors/corporate_governance/annual_general_meeting_2026. 

The proposal on the composition of the Board of Directors deviates from the recommendation regarding balanced representation of women and men set out in the Corporate Governance Code and from the target of 40 per cent for the minimum number of members of the underrepresented gender under Chapter 6, Section 9a of the Finnish Limited Liability Companies Act, in that only one of the members of  the proposed five-member Board is a woman.

In assessing the composition of the Board of Directors, the Nomination Committee has identified the key areas of expertise and needs required for Board work. The Board's competence needs are defined annually, and in its assessment, the Nomination Committee takes into account the recommendations in the Corporate Governance Code regarding the composition of the Board. Based on careful consideration, the Nomination Committee considers that the proposed Board composition is, as a whole, the best suited to the current situation, taking into account Tecnotree's strategy and the needs related to managing and developing its businesses. In this context, the Nomination Committee has taken into account, among other things, the experience of the proposed continuing Board members in Tecnotree's operations. The Nomination Committee further notes that the Company is currently subject to a voluntary public tender offer, and that board composition decisions have been made with due regard to the continuity and stability of the Company's governance during this transaction process. Based on the foregoing, the Nomination Committee has proposed, and the Board of Directors has approved that the current Board composition is, as a whole, the best suited to the Company's current needs and circumstances.

1. 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.

1. 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 as the auditor of the Company.

Tietotili Audit Oy has informed the Company that APA Ms. Kati Lagerlind 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.

1. Resolution on the remuneration of the sustainability reporting assurance provider

Upon recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that the remuneration of the sustainability reporting assurance provider be paid according to the reasonable invoice approved by the Board of Directors.

1. Election of sustainability reporting assurance provider

Upon recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that Tietotili Audit Oy, Authorized Sustainability Audit Firm, be elected as the company's sustainability reporting assurance provider.

Tietotili Audit Oy has informed the Company that Ms. Kati Lagerlind, Authorized Public Accountant, Authorized Sustainability Auditor would be the principally responsible sustainability assurer.

The term of the sustainability reporting assurance provider expires at the end of the first Annual General Meeting following the election.

In connection with the directive amending the European Union's sustainability reporting obligations, a legislative amendment has been proposed, as a result of which the sustainability reporting obligations in force on the date of this notice to the Annual General Meeting may no longer apply to the Company for the financial year 2026. For this reason, the Board of Directors proposes that the election of the sustainability reporting assurance provider be made on a conditional basis, so that the election shall take effect only in the event that the Company is, under the legislation in force at the end of the financial year 2026, required to or voluntarily resolves to prepare a sustainability report for the financial year 2026 in accordance with the sustainability reporting  regulations and to obtain assurance for it.

1. Closing of the meeting.

B. 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 Tecnotree Corporation's website at https://investors.tecnotree.com/en/investors/corporate_governance/annual_general_meeting_2026 from this day. Likewise, the annual report of Tecnotree Corporation, including the Company's financial statements, the report of the Board of Directors (including the sustainability statement), the auditor's report and the sustainability statement assurance 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 12 June 2026.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING

1. Shareholder registered in the shareholders' register

Each shareholder, who is registered on the record date 19 May 2026 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 their personal Finnish book-entry account, is registered in the shareholders' register of the Company.

Registration for the Annual General Meeting will begin on 6 May 2026 at 10 a.m. (EEST). A shareholder, who is registered in the shareholders' register of the Company and who wants to participate in the Annual General Meeting, shall register for the meeting no later than 22 May 2026 at 4 p.m. (EEST) by giving a prior notice of participation, which needs to be received no later than by the above-mentioned date. The registration can be done in the following ways:

• ​​​on the Company's website

https://investors.tecnotree.com/en/investors/corporate_governance/annual_general_meeting_2026

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 Company's website

https://investors.tecnotree.com/en/investors/corporate_governance/annual_general_meeting_2026 or corresponding information by e-mail to the address [email protected] or by regular mail to the address Innovatics Ltd, AGM/Tecnotree Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.

In connection with the registration, at least the following information is requested: the shareholder's name, date of birth or business ID, contact details, address, and the name of any proxy representative or assistant as well as the date of birth, phone number and/or e-mail of the proxy representative. The personal data given to Tecnotree Corporation or to Innovatics Ltd by shareholders, proxy representatives and assistants is only used in connection with the Annual General Meeting and with the processing of related necessary registrations.

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 Innovatics Ltd +358 10 2818 909 Monday to Friday 9 a.m. - 12 p.m. and 1 - 4 p.m. (EEST).

1. 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 they on the record date of the Annual General Meeting, i.e., on 19 May 2026 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 26 May 2026 at 10 a.m. (EEST). As regards nominee-registered shares, this constitutes registration for the Annual General Meeting. Changes in shareholding after the record date do not affect the right to participate in the Annual General Meeting or number of voting rights held in the 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, issuing of proxy documents and giving voting instruction, registration for the Annual General Meeting as well as advance voting from their 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.

A holder of nominee-registered shares who has registered for the Annual General Meeting may also participate in the meeting in real time using telecommunication connection and technical means. In addition to the temporary registration in the Company's shareholders' register, the real-time participation in the meeting requires the submission of the shareholder's e-mail address and telephone number and, if necessary, a proxy document and other documents necessary to prove the right of representation by regular mail to Innovatics Oy, General Meeting/Tecnotree Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to [email protected] before the end of the registration period for the holders of nominee registered shares, so that the shareholders can be sent a participation link and password to participate in the meeting. If a holder of nominee-registered shares has authorized their custodian to cast advance votes on their behalf, such advance votes will be taken into account as advance votes of the nominee-registered shareholder at the Annual General Meeting, unless the holder of nominee-registered shares votes otherwise during the Annual General Meeting.

1. Proxy representative and power of attorney

A shareholder may participate in the Annual General Meeting and exercise their 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 proxy representative must authenticate to the electronic registration service and advance voting personally with strong authentication, after which they will be able to register and vote in advance on behalf of the shareholder they represent. A proxy representative shall present a dated proxy document or otherwise prove in a reliable manner their 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 instructions are available on the Company's website https://investors.tecnotree.com/en/investors/corporate_governance/annual_general_meeting_2026. If 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 the electronic registration or alternatively by e-mail to [email protected] or in original via regular mail to Innovatics Ltd, AGM/Tecnotree Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland before the end of the registration period on 22 May 2026 at 4 p.m. (EEST). In addition to delivering the proxy authorization documents, shareholders or their proxy representatives shall attend to the registration for the Annual General Meeting and, if they so wish, vote in advance in the manner set out above in this notice.

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 themselves 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.

1. Participation instructions

The Annual General Meeting is held entirely as a virtual meeting. Shareholders entitled to attend the Annual General Meeting participate in the meeting and exercise their full shareholder rights exclusively in real time via remote access.

Remote connection to the Annual General Meeting will be implemented through Inderes Plc's virtual general meeting service using the Videosync platform, which includes a video feed and audio access to the Annual General Meeting. Participation 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 audio playback as well as a microphone for asking questions or addressing the meeting orally. The following browsers are recommended for remote participation: Chrome, Firefox, Edge, Safari or Opera. It is advisable to log in to the meeting system well in advance of the meeting. Shareholders are responsible for the functioning of their own internet connections and devices during the meeting.

The participation link and password for the virtual meeting will be sent by e-mail and/or SMS to the validly registered participants no later than the day before the Annual General Meeting, to the e-mail address and/or mobile phone number provided at the time of registration. Thus, shareholders who have voted in advance may also participate in the Annual General Meeting via remote connection if they wish. If a shareholder has voted in advance, the votes cast in advance will be taken into account in the decision-making at the Annual General Meeting, regardless of whether such shareholder participates in the Annual General Meeting via remote connection or not. Shareholders who participate in the meeting via remote connection will be able to change their advance votes during the meeting, should a vote take place.

If a technical disruption occurs in telecommunications or other technical equipment under the Company's responsibility that may affect the validity of decisions, the Chair of the meeting may temporarily suspend the meeting for repair. If it is reasonable to assume that resolving the disruption would significantly delay the meeting, the Chair may decide to continue the meeting at a later date, of which the Company will separately inform shareholders.

For more information on the 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://b2b.inderes.com/knowledge-base/compatibility-testing. Shareholders are recommended to familiarise themselves with the detailed participation instructions before the start of the Annual General Meeting.  

In case 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 is available by phone at +358 10 2818 909 or by e-mail at [email protected]. In case of problems in following the meeting, exercising the right to speak or voting, assistance is available by phone at +358 20 729 1449 or by e-mail at [email protected].

1. Voting in advance

A shareholder whose shares in the Company are registered in their personal Finnish book-entry account can vote in advance on certain matters on the agenda between 10 a.m. (EEST) on 6 May 2026 and 4 p.m. (EEST) on 22 May 2026 in the following ways:

• on the Company's website https://investors.tecnotree.com/en/investors/corporate_governance/annual_general_meeting_2026.

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_2026.

• 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_2026 or corresponding information by mail to Innovatics Ltd to the address AGM/Tecnotree Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to [email protected].

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 participate the Annual General Meeting personally or by proxy via remote access.

                   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. Further instructions concerning the advance voting are available on the Company's website 

https://investors.tecnotree.com/en/investors/corporate_governance/annual_general_meeting_2026.

1. 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. Shareholders may exercise their right to ask questions during the meeting orally by using their microphone.

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, 5 May 2026, the total number of shares in Tecnotree Corporation is 22,834,773 shares, representing a total number of 22,834,773 votes. On the date of this notice, the Company holds 36,557 treasury shares, which cannot be used for    voting in the meeting.

In Espoo, 5 May 2026

TECNOTREE CORPORATION
THE BOARD OF DIRECTORS