Further to the Stock Exchange Release dated 8 December 2023, Tecnotree Corporation ("Tecnotree") announces that its Board of Directors has approved an extension of the payment deadline for EUR 20,000,000 of unpaid Compulsorily Convertible Debenture notes ("CCDs") held by Fitzroy Investments Limited ("Fitzroy").

Background

On 8 December 2023, Fitzroy acquired 200 CCD notes with an unpaid subscription price of EUR 20,000,000 from Markku Wilenius and committed to pay this amount by Q4 2025. Fitzroy currently holds 45 paid CCD notes (EUR 4.5 million) and 200 unpaid CCD notes (EUR 20 million).

Extension Terms

The Board has approved Fitzroy's request to extend the payment deadline from Q4 2025 to 31 December 2026 on a payment-on-demand structure, whereby Fitzroy commits to pay the EUR 20,000,000, in whole or in part, within 90 business days of receiving written demand from the Company.

In connection with the extension, Fitzroy has committed to:

1. Pay EUR 20,000,000 in whole or in part within 90 business days upon written demand by the Company;
2. Delay conversion of all 245 CCD notes (45 paid + 200 unpaid, once paid) until 30 June 2028;
3. Retain existing accelerated conversion rights for any paid notes upon change of control as per Clause 3 of the CCD Terms and Conditions.

Board Determination

The Board has determined that this arrangement serves the best interests of the Company and all its shareholders. The Company's current financial position is stable (Q3 2025: EUR 20.7 million cash and cash equivalents, EUR 3.2 million positive free cash flow for the nine-month period) and the Company does not have an immediate need for the EUR 20 million payment. The payment-on-demand structure provides financial flexibility while avoiding unnecessary shareholder dilution and optimizing enterprise value.

All other terms of the agreement dated 8 December 2023, including contractual penalty provisions, remain unchanged.