Technopolis - Notice to general meeting

Technopolis Plc: Notice to the General Meeting

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