TECHNOPOLIS PLC STOCK EXCHANGE RELEASE March 3, 2011 at 14:30
Technopolis Plc: Notice to the General Meeting
Notice is given to the shareholders of Technopolis Plc of the annual general meeting to be held on Wednesday, 30 March 2011 at 1:00 p.m. at the address Elektroniikkatie 3 (auditorium), 90590 Oulu, Finland. The reception of persons who have registered for the meeting will commence at 12:30 p.m.
A. Matters on the Agenda of the General Meeting
At the general meeting, the following matters will be considered:
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. Review by the Chairman of the Board
7. Presentation of the annual accounts, the report of the board of directors and the auditor’s report for the year 2010
Review by the Chief Executive Officer
8. Adoption of the annual accounts
9. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The board of directors proposes that a dividend of EUR 0.17 per share be paid from the distributable assets of the parent company. The dividend shall be paid to shareholders who on the dividend record date 4 April 2011 are recorded in the shareholders’ register held by Euroclear Finland Ltd. The dividend shall be paid on 11 April 2011.
10. Resolution on the discharge of the members of the board of directors and the CEO from liability
11. Resolution on the remuneration of the members of the board of directors
The Nomination and Remuneration Committee of the board of directors proposes that duly elected members of the board of directors be paid the following annual remuneration for the term of office expiring at the end of the next annual general meeting:
to the chairman of the board of directors EUR 50,000,
to the vice chairman of the board of directors EUR 30,000 and
to the other members of the board of directors EUR 25,000 each.
50 per cent of the annual remuneration is paid in Technopolis Plc shares to be acquired from the market or from the company. If the remuneration cannot be paid in Technopolis Plc shares, the entire remuneration shall be paid in cash. The shares will be acquired during the three weeks following the publication of the interim report for the period 1 January - 31 March 2011. A member of the board of directors may not transfer shares received as annual remuneration before his/her term of office as a member of the board of directors has expired. To increase long-term share holding of the board members is in the interest of all shareholders.
The Nomination and Remuneration Committee of the board of directors furthermore proposes that for participation in the meetings of the board of directors each member of the board of directors shall be paid, in addition to the annual remuneration, a fee of EUR 600 and the chairman of the board of directors a fee of EUR 1.200 for each board meeting and the chairmen of the committees a fee of EUR 800 for each meeting and each member of the committees a fee of EUR 600 for each meeting. The Nomination and Remuneration Committee of the board of directors further proposes that the travel expenses of the members of the board of directors and the members of the committees shall be compensated in accordance with the company’s travel compensation procedures.
12. Resolution on the number of members of the board of directors
The Nomination and Remuneration Committee of the board of directors proposes that the board of directors shall comprise six (6) members.
13. Election of members of the board of directors
The Nomination and Remuneration Committee of the board of directors proposes to the general meeting that the following individuals shall be re-elected members of the board of directors for a term of office ending at the end of the next annual general meeting:
Ms. Teija Andersen,
Mr. Pertti Huuskonen,
Mr. Pekka Korhonen
Mr. Matti Pennanen and
Mr. Timo Ritakallio.
The Nomination and Remuneration Committee of the board of directors proposes to the general meeting that Mr. Carl-Johan Granvik be elected a new member of the board of directors for the same term of office.
Mr. Carl-Johan Granvik, M.Sc.(Econ.), born in 1949, has served at Nordea Bank Oyj and its predecessors for his entire career. He retired on 31 December 2010 as Head of Group Credit and Risk Control at Nordea Bank Ab and the Country Senior Executive in Finland. Since 1991 he has served as Member of Group Executive Management first in the Union Bank of Finland and thereafter since 1995 continuously as Member of the Group Executive Management at Nordea Bank AB and its predecessors (i.a. Merita Bank and Merita Nordbanken). He is the Chairman of the Investment Committee of Sponsor Fund II Ky and Member of the Board of Directors of i.a the following foundations: Sigrid Juselius Foundation, Julius Stjernvall Donationsfond, Stiftelsen Emilie och Rudolf Gesellius fond as well as William Thurings Stiftelsen. Previously he has served i.a. as Member of the Board of Directors of Industri Kapital Ltd since 1997 until 2006.
In addition, the Nomination and Remuneration Committee of the board of directors proposes that Mr. Pertti Huuskonen be elected chairman of the board of directors and Mr. Carl-Johan Granvik be elected vice chairman of the board of directors for the same term of office.
14. Resolution on the remuneration of the auditor
The Audit Committee of the board of directors proposes to the general meeting that the remuneration to the auditor to be elected be paid against the auditor’s reasonable invoice.
15. Election of the auditor
The Audit Committee of the board of directors proposes to the general meeting that KPMG Oy Ab authorized public accountants, be re-elected auditor of the company for a term of office ending at the end of the next annual general meeting. KPMG Oy Ab has notified that Mr. Tapio Raappana, APA, would act as responsible auditor.
16. Proposal by the Nomination and Remuneration Committee of the board of directors to form a shareholders’ Nominating Committee
The Nomination and Remuneration Committee of the board of directors proposes to the general meeting that the general meeting resolves to form a Nominating Committee to prepare proposals on the composition and remuneration of the board of directors to the next annual general meeting. The Nominating Committee shall be composed of the chairman of the board of directors and three members representing the three largest shareholders who may not be members of the board of directors of the company. The member appointed by the largest shareholder shall act as chairman of the committee.
The rights to nominate committee members that represent shareholders lies with those three shareholders whose share of all the votes in the company is the largest on 1 October preceding the next annual general meeting. Should a shareholder not wish to use its nomination right, the right to nominate is transferred to the next largest shareholder.
The largest shareholders are determined based on their registered shareholdings in the Finnish book-entry system. However, holdings by a shareholder, who under the Finnish Securities Markets Act has the obligation to disclose changes in shareholdings (flagging obligation), may be combined provided that the shareholder presents a written request to that effect to the board of directors of the company no later than two days before the day when the right to nominate representatives is determined. The shareholding of a holder of nominee registered shares is determined based on his/her latest flagging notification.
The term of office of the nomination committee shall continue until a new nomination committee is appointed, unless the general meeting resolves otherwise. The nomination committee prepares the above-mentioned proposals also for the extra general meeting, if needed.
If a change occurs after the 1 October preceding the next annual general meeting as to which shareholders have a right to nominate representatives, however no later than three months before the annual general meeting, the new shareholders with a right to nominate may nominate its representatives no later than on the same day. In such situation, the number of members of the committee is correspondingly increased.
If a member of the Nominating Committee resigns of is disqualified from serving on the committee, the shareholder who nominated that member has a right to nominate another representative, provided that this can be done without significantly complicating the work of the committee. If the shareholder does not nominate another representative, the right to nominate is transferred to the shareholder who would be the next shareholder entitled to nominate a member to the committee.
A person that could not, according to the applicable Finnish Corporate Governance Code, be appointed to a Nominating Committee of the board of directors, cannot be appointed to the Nominating Committee. The Nominating Committee shall also fulfill the requirements of independence in relation to the company set out in the Code.
17. Authorizing the board of directors to decide on the issuance of shares as well as the issuance of special rights entitling to shares
The board of directors proposes to the general meeting that the board of directors be authorized to decide on the issuance of shares and other special rights entitling to shares referred to in chapter 10 section 1 of the Companies Act as follows.
The amount of shares to be issued shall not exceed 12.677.000 shares, which corresponds to approximately 20 per cent of all the shares in the company.
The board of directors decides on all the conditions of the issuance of shares and of special rights entitling to shares. The issuance of shares and of special rights entitling to shares may be carried out in deviation from the shareholders' pre-emptive rights (directed issue). The authorization cannot be used for incentive schemes.
The authorization cancels the authorization given to the board of directors by the general meeting on 26 March 2009 to decide on the issuance of shares as well as the issuance of special rights entitling to shares.
The authorization is effective until the end of the next annual general meeting, however no longer than until 30 June 2012.
18. Closing of the meeting
B. Documents of the General Meeting
The proposals for the decisions on the matters on the agenda of the general meeting as well as this notice are available on Technopolis Plc’s website at www.technopolis.fi. The annual report, the report of the board of directors and the auditor’s report of Technopolis Plc, are available on the above-mentioned website no later than 9 March 2011. The proposals for decisions and the other above-mentioned documents are also available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the above-mentioned website as from 13 April 2011.
C. Instructions for the Participants in the General Meeting
1. Shareholders registered in the shareholders’ register
Each shareholder, who is registered on 18 March 2011 in the shareholders’ register of the company held by Euroclear Finland Ltd., has the right to participate in the 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, who is registered in the shareholders’ register of the company and who wants to participate in the general meeting, shall register for the meeting at the latest by Friday 25 March 2011 at 10.00 a.m. by giving a prior notice of participation, which shall be received by the company no later than on the above-mentioned date. Such notice can be given:
a) by e-mail to the address katja.backman@technopolis.fi
b) by telephone to the number +358 46 712 0028 or
c) by regular mail to the address General Meeting/Technopolis, Hiilikatu 3, 00180 Helsinki, Finland.
In connection with the registration, a shareholder shall notify his/her name, personal identification number or business identity code, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Technopolis Plc is used only in connection with the general meeting and with the processing of related registrations.
The shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the general meeting by virtue of such shares, based on which he/she on the record date of the general meeting, i.e. on 18 March 2011, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate in the general meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd. at the latest by 25 March 2011, by 10 am. As regards nominee registered shares this constitutes due registration for the general meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholder’s register of the company, the issuing of proxy documents and registration for the general meeting from his/her custodian bank. The account management organization of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the general meeting, into the temporary shareholders’ register of the company at the latest by the time stated above.
Further information on the general meeting and the participation in the general meeting can be found on the company’s website www.technopolis.fi/investors.
3. Proxy representative and powers of attorney
A shareholder may participate in the general meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the general meeting. When a shareholder participates in the general 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.
Possible proxy documents should be delivered to: General Meeting/Technopolis, Hiilikatu 3, 00180 Helsinki, Finland before the last date for registration.
4. Other information
Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is present at the general meeting has the right to request information with respect to the matters to be considered at the meeting.
On the date of this notice to the general meeting 3 March 2011, the total number of shares in Technopolis Plc and votes represented by such shares is 63,385,044.
Oulu on 3 March 2011
TECHNOPOLIS PLC
BOARD OF DIRECTORS
Additional information:
Keith Silverang, CEO, tel. +358 40 566 7785
Pertti Huuskonen, Chairman of the Board, tel. +358 40 068 0816
Distribution:
NASDAQ OMX Helsinki Ltd
Major news media
www.technopolis.fi