Decisions of the Annual General Meeting of Technopolis Plc

Oulu, FINLAND


TECHNOPOLIS PLC          STOCK EXCHANGE RELEASE          March 20, 2018 at 2:30 p.m. EET



Decisions of the Annual General Meeting of Technopolis Plc

The Annual General Meeting of Technopolis Plc was held on March 20, 2018, beginning at 1.00 p.m. at the address Tekniikantie 12 (Innopoli 1), 02150 Espoo, Finland. The Annual General Meeting adopted all the proposals to the General Meeting by the Board of Directors and the Shareholders' Nomination Board, approved the annual accounts for the financial year 2017 and discharged the company's management from liability.

Use of the profit shown on the balance sheet and payment of dividends and distribution of assets from the invested unrestricted equity fund

The Annual General Meeting decided, in accordance with the proposal of the Board of Directors, to distribute a dividend of EUR 0.09 per share from the distributable profits of the parent company, and to return EUR 0.08 per share from the invested unrestricted equity fund, totaling EUR 0.17 per share. The dividend and the equity return shall be paid to shareholders who are recorded in the shareholders’ register of the company held by Euroclear Finland Ltd on the dividend and equity return record date of March 22, 2018. The dividend and equity return shall be paid on April 4, 2018.

Election and remuneration of the members of the Board of Directors

The Annual General Meeting decided that the Board of Directors shall comprise seven (7) members. Kaj-Gustaf Bergh, Juha Laaksonen, Hannu Leinonen, Helena Liljedahl, Pekka Ojanpää, Christine Rankin and Reima Rytsölä were elected members of the Board of Directors for a term of office expiring at the end of the next Annual General Meeting.

Juha Laaksonen was elected Chairman of the Board of Directors.

Reima Rytsölä was elected Vice Chairman of the Board of Directors.

The members of the Board of Directors shall be paid annual remuneration as follows: EUR 57,800 to the Chairman of the Board, EUR 33,100 to the Vice Chairman of the Board and the Chairman of the Audit Committee (in case he/she is not simultaneously acting as Chairman or Vice Chairman of the Board) and EUR 27,600 to the other members of the Board of Directors. For participation in the meetings of the Board of Directors and its committees each member of the Board of Directors shall, in addition to the annual remuneration, be paid a fee of EUR 600 and the Chairman of the Board of Directors a fee of EUR 1,200 for each Board meeting. Each member of a committee of the Board of Directors shall be paid a fee of EUR 600 and the chairmen of the committees a fee of EUR 800 for each committee meeting. For meetings held outside the country of residence of the member and provided that the member is physically present at the meeting venue, each member of the Board of Directors shall, however, be paid a fee of EUR 900 and the Chairman of the Board of Directors a fee of EUR 1,800 for each Board meeting, and each member of a committee shall be paid a fee of EUR 900 and the chairs of the committees a fee of EUR 1,200 for each committee meeting. 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 policy.

40% of the annual remuneration shall be paid in Technopolis Plc shares acquired at a price determined in public trading. The shares will be acquired based on an acquisition program prepared by the company. If the remuneration cannot be paid in shares due to insider regulations, termination of the Board member's term of office, or other reasons relating to the company or the member of the Board, the annual remuneration shall be paid fully in cash. Board members are not allowed to transfer any shares obtained as annual remuneration before their membership of the Board has ended.

Election and remuneration of the auditor

KPMG Oy Ab, authorized public accountants, was re-elected auditor of the company. KPMG Oy Ab has notified that Lasse Holopainen, APA, will act as the auditor in charge. The auditor's term of office shall expire at the end of the next Annual General Meeting. The remuneration to the auditor shall be paid against the auditor's reasonable invoice.


Authorizing the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the company’s own shares

The Annual General Meeting authorized the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the company's own shares as follows.

The amount of own shares to be repurchased and/or accepted as pledge shall not exceed 15,850,000  shares, which corresponds to approximately 10% of all the shares in the company. Only the unrestricted equity of the company can be used to repurchase own shares on the basis of the authorization.

The company’s own shares can be repurchased at the price prevailing in public trading on the date of the repurchase or otherwise at the price prevailing on the market.

The Board of Directors decides how the company’s own shares will be repurchased and/or accepted as pledge. They can be repurchased using, inter alia, derivatives. They can also be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase).

The authorization is effective until the end of the next Annual General Meeting; however, no later than June 30, 2019.

Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of special rights entitling to shares

The Annual General Meeting authorized the Board of Directors to decide on the issuance of shares and the issuance of 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 400,000 shares, which corresponds to approximately 0.3% 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 the holder to shares. The issuance of shares and of special rights entitling the holder to shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue).

The authorization is effective until the end of the next Annual General Meeting; however, no later than June 30, 2019.


Espoo on March 20, 2018

Technopolis Plc

The Board of Directors

Additional information:
Keith Silverang, CEO, tel. +358 40 566 7785
Juha Laaksonen, Chairman of the Board, tel. +358 50 452 4519

Distribution:
Nasdaq Helsinki Ltd
Principal media
www.technopolis.fi

Technopolis is a shared workspace expert. We provide efficient and flexible offices, coworking spaces and everything that goes with them. Our services run from designing the workspace to reception, meeting solutions, restaurants and cleaning. We are obsessed with customer satisfaction and value creation. Our 17 campuses host 1,600 companies with 50,000 employees in six countries within the Nordic and Baltic Sea region. Technopolis Plc (TPS1V) is listed on Nasdaq Helsinki.