Inside information: Issuance of Compulsorily Convertible Debentures (“CCD”)

Tecnotree Corporation ("Tecnotree" or the "Company") had previously announced on 18 April 2023 its intention to publish the final terms of the transaction for the issuance of Compulsorily Convertible Debentures (“CCD”) (the "Transaction"). The final terms and conditions of the Transaction are attached to this release.

The key terms of the Transaction, are as below:

a. Individual CCD Value: Each CCD is valued at EUR 100,000.

b. Total Number of CCD: 500 CCDs, or up to 600 if the Board decides to increase the total value of the CCDs to up to EUR 60 million prior to the end of the subscription period.

c. Subscription and Subscription Period: For a period of 2 (two) weeks from the date of this release the Company’s current shareholders can subscribe to the CCDs.

d. Over-Subscription Policy: In case of over-subscription, CCD will be allocated proportionately based on each shareholder's ownership stake on the date of this release.

e. Interest: The CCD will accrue a 0.01% p.a. interest.

f. Minimum Subscription: The minimum subscription for the CCD will be EUR 100,000 representing one CCD.

g. Term: The CCD will be valid for 5 years.

h. Security: The CCD are unsecured and will not be listed. They rank lower than the Company’s other debt obligations.

i. Transferability: The CCD will be transferable between shareholders only.

j. Convertibility: Each CCD entitles the holder to convert it into Tecnotree shares during the conversion period. The conversion period starts on the third anniversary of the issue date and ends on the fifth anniversary.

k. Conversion Price: The conversion price will be the lower of (i) 5% less than the 10-day moving average of the Tecnotree share price from the date of request for conversion, or (ii) the closing price of the Company's shares on the trading day immediately preceding the date of announcing the transaction (i.e. 17 April 2023).

l. Compulsory Conversion: The CCD will convert compulsorily into shares of Tecnotree on the fifth anniversary of the issue date unless converted earlier voluntarily, as per the final terms and conditions.
m. Warrants: Each CCD holder will also receive 100,000 warrants per CCD, with each warrant entitling the holder to one Tecnotree share at a strike price of EUR 0.90 per share. The warrants are valid for 5 years.
 

The shareholders interested in subscribing for the CCDs are requested to sign and submit the subscription form to Tecnotree at [email protected] during the Subscription Period. The subscription form can be found on the website at https://www.tecnotree.com/releases/stock-release-downloads/ .

The below shareholders of Tecnotree have increased their underwriting from EUR 25 million (250 Notes) to up to EUR 40 million (400 Notes) of the intended issuance of the Notes. These shareholders are Markku Wilenius, Padma Ravichander and Oy Hammarén & Co Ab.