Technopolis - Notice to general meeting

Notice to the Annual General Meeting

TECHNOPOLIS PLC  STOCK EXCHANGE RELEASE   February 22, 2017 at 8.45 a.m.

Notice to the Annual General Meeting

Notice is given to the shareholders of Technopolis Plc of the Annual General
Meeting to be held at 1 p.m. on Thursday, March 23, 2017 at the address
Vaisalantie 6, (Innopoli 3), Espoo, Finland. The reception of persons who have
registered for the meeting will begin at 12:30 p.m. 

A. Matters on the agenda of the General 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 legitimacy 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 2016 as well as review by the Chief
Executive Officer 

8. Adoption of the annual financial statements

9. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend 

The Board of Directors proposes to the General Meeting that a dividend of EUR
0.12 per share be paid from the distributable profits of the parent company.
The dividend shall be paid to shareholders who are recorded in the
shareholders’ register of the company held by Euroclear Finland Ltd. on the
dividend record date of March 27, 2017. The dividend shall be paid on April 4,
2017. 

10. Resolution on the discharge of the members of the company’s Board of
Directors and the CEO from liability 

11. Resolution on the remuneration of the members of the Board of Directors

The Shareholders’ Nomination Board proposes to the General Meeting 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 55,000
to the Vice Chairman of the Board of Directors and the Chairman of the Audit
Committee (in case he/she is not simultaneously acting as Chairman or Vice
Chairman of the Board): EUR 31,500 
to the other members of the Board of Directors: EUR 26,250 each.

The Nomination Board proposes that 40% of the annual remuneration 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. The Board members having long-term, increasing shareholdings is in the
interests of all shareholders. 

The Nomination Board proposes that each member of the Board shall, in addition
to the annual fee, 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, as well as that each
member of a committee will be paid a fee of EUR 600 and the chairmen of the
committees a fee of EUR 800 for each committee meeting. The Nomination Board
proposes that 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
Nomination Board proposes that the travel expenses of the members of the Board
of Directors and the members of the committees shall be compensated for in
accordance with the company’s travel policy. 

12. Resolution on the number of members of the Board of Directors

The Shareholders’ Nomination Board proposes to the General Meeting that the
Board of Directors shall comprise six (6) members. 

13. Election of the Chairman, Vice Chairman and members of the Board of
Directors 

The Nomination Board proposes to the General Meeting that the following
individuals be re-elected as members of the Board of Directors for a term of
office ending at the end of the next Annual General Meeting: Mr. Jorma
Haapamäki, Mr. Juha Laaksonen, Mr. Pekka Ojanpää and Mr. Reima Rytsölä. Current
Chairman of the Board of Directors Mr. Carl-Johan Granvik and member of the
Board of Directors Ms. Annica Ånäs have informed the company that they are no
longer available for re-election. 

In addition, the Nomination Board proposes that Ms. Helena Liljedahl and Ms.
Christine Rankin are elected as new members of the Board of Directors for the
same term of office. 

Helena Liljedahl, MSc in Business and Economics, born 1969, serves currently KF
Fastigheter AB, a Swedish real estate development company and a subsidiary of
KF Co-operative Union, as the Chief Executive Officer. She has previously
served as the Chief Executive Officer of KF Fastigheter Centrumhandel AB which
owns and administers shopping centers and supermarket properties, Head of
Commercial Development at IKEA Centers Russia, Deputy CEO at the development
consultant company Centrumutveckling AB and Asset Manager at Alecta Investment
Management AB, the largest mutual pension company in Sweden. 

Christine Rankin, BSc in Business Administration and Economics, APA, born 1964,
served until December 2016 as the Vice President, Finance at Serneke Group, a
Swedish construction company. She has previously served as the Head of
Corporate Control of Spotify and before that held several managerial positions
at PricewaterhouseCoopers AB, as Partner, Head of Business Unit, Head of US
Capital Markets Group and Head of Mobility. 

Furthermore, the Nomination Board proposes that Mr. Juha Laaksonen be elected
as the Chairman of the Board of Directors and Mr. Jorma Haapamäki as the Vice
Chairman for the same term of office. 

All the nominees are considered independent of the company and of the
significant shareholders of the company, except for Mr. Reima Rytsölä who is
not considered independent of significant shareholders as he serves Varma
Mutual Pension Insurance Company, the largest shareholder of the Company, as
the Executive Vice-President responsible for investments. 

The information essential to the Board work of all the proposed individuals is
presented on the company’s website www.technopolis.fi. 

14. Resolution on the remuneration of the auditor

On the recommendation of the Audit Committee, the Board of Directors proposes
to the General Meeting that remuneration of the auditor to be elected be paid
against the auditor’s reasonable invoice. 

15. Election of the auditor

On the recommendation of the Audit Committee, 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 given notice that Mr. Lasse
Holopainen, APA, would act as the auditor in charge. 

16. Authorizing the Board of Directors to decide on the repurchase and/or on
the acceptance as pledge of own shares 

The Board of Directors proposes to the General Meeting that the Board of
Directors be authorized 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, 2018. 

17. Authorizing the Board of Directors to decide on the issuance of shares as
well as the issuance of special rights entitling the holder 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 as well as the
issuance of other special rights entitling the holder to shares referred to in
Chapter 10, Section 1 of the Limited Liability Companies Act as follows: 

The amount of shares to be issued shall not exceed 15,850,000 shares, which
corresponds to approximately 10% 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, 2018. 

18. Closing of the meeting

B. Documents of the General Meeting

The above-mentioned 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 financial statements, the report of
the Board of Directors and the auditor’s report of Technopolis Plc are
available on the website no later than March 2, 2017. The proposals for
decisions and other documents mentioned above are also available at the General
Meeting and copies of these documents and of this notice will be sent to
shareholders on request.  The minutes of the General Meeting will be available
on the company’s website as of April 6, 2017 at the latest. 

C. Instructions for the participants in the General Meeting

1. Shareholders registered in the shareholders’ register

Each shareholder who is registered on Monday, March 13, 2017 in the
shareholders’ register of the company held by Euroclear Finland Ltd. has the
right to participate in the General Meeting. Shareholders whose shares are
registered in their personal Finnish book-entry account are registered in the
shareholders’ register of the company. 

Shareholders who are registered in the shareholders’ register of the company
and want to participate in the General Meeting shall register for the meeting
no later than on Monday, March 20, 2017 by 10.00 a.m. by giving a prior notice
of participation, which has to be received by the company no later than the
above-mentioned time. Such notice can be given: 

a) on the company’s website at www.technopolis.fi/registration;
b) by e-mail legal@technopolis.fi;
c) by telephone to the number +358 46 712 0000 from Monday to Friday between
9.00  a.m. and 4.00 p.m.; 
d) by regular mail to the address Technopolis Plc / AGM, Energiakuja 3,
FI-00180 Helsinki, Finland. 

In connection with the registration, shareholders shall provide their name,
personal identification number or business identity code, address, telephone
number and the name of any assistant or proxy representative and the personal
identification number of any 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. 

Shareholders, their authorized representatives or proxy representatives shall,
where necessary, be able to prove their identity and/or right of representation
at the General Meeting. 

2. Holders of nominee-registered shares

Holders of nominee-registered shares have the right to participate in the
General Meeting by virtue of holding shares which would entitle them to be
registered on Monday, March 13, 2017 in the shareholders’ register of the
company held by Euroclear Finland Ltd. The right to participate in the General
Meeting requires, in addition, that shareholders on the basis of such shares
have been registered on Monday, March 20, 2017 by 10 a.m. at the latest in the
temporary shareholders’ register held by Euroclear Finland Ltd. As regards
nominee-registered shares, this constitutes due registration for the General
Meeting. 

Holders of nominee-registered shares are advised to request without delay the
necessary instructions regarding registration in the temporary shareholder’s
register, the issuing of proxy documents and registration for the General
Meeting from their custodian bank. The account management organization of the
custodian bank must register holders of nominee-registered shares who want to
participate in the Annual General Meeting in the temporary shareholders’
register of the company by the time stated above at the latest. 

Further information on the General Meeting and participation in the General
Meeting is available on the company’s website at www.technopolis.fi/AGM2017. 

3. Proxy representatives and power of attorney

Shareholders may participate in the General Meeting and exercise their rights
at the meeting by way of proxy representation. Proxy representatives shall
produce a dated proxy document or otherwise in a reliable manner demonstrate
their right to represent the shareholder. If a shareholder participates in the
General Meeting by means of several proxy representatives representing the
shareholder with shares in 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. 

The original versions of any proxy documents should be delivered to the address
Technopolis Plc / AGM, Energiakuja 3, FI-00180 Helsinki, Finland, before the
end of the registration period. 

4. Other information

Pursuant to Chapter 5, Section 25 of the Limited Liability Companies Act,
shareholders who are present at the General Meeting have 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, February 21, 2017, the total
number of shares in Technopolis Plc is 158,793,662, and the total number of
votes they represent is 158,793,662. On the date of this notice to the General
Meeting the Company holds in aggregate 1,958,745 own shares. 

Helsinki, February 21, 2017

TECHNOPOLIS PLC

BOARD OF DIRECTORS

Further information:
Keith Silverang, CEO, tel. +358 40 566 7785
Carl-Johan Granvik, Chairman of the Board, tel. +358 50 1698



Technopolis provides the best addresses for success in six countries in the
Nordic-Baltic region. The company develops, owns and operates a chain of 20
smart business parks that combine services with flexible and modern office
space. The company’s core value is to continuously exceed customer expectations
by providing outstanding solutions to 1,700 companies and their 50,000
employees in Finland, Sweden, Norway, Estonia, Russia and Lithuania. The
Technopolis Plc share (TPS1V) is listed on Nasdaq Helsinki.