Technopolis - Decisions of general meeting

DECISIONS OF THE ANNUAL GENERAL MEETING OF TECHNOPOLIS PLC

TECHNOPOLIS PLC STOCK EXCHANGE RELEASE	March 26th, 2009 at 3.10 p.m.

DECISIONS OF THE ANNUAL GENERAL MEETING OF TECHNOPOLIS PLC

The annual general meeting of Technopolis Plc was held on 26 March 2009, at
13.00 p.m. at the address Elektroniikkatie 3, 90570 Oulu, Finland. The annual
general meeting approved the consolidated and parent company financial reports
for the financial year 2008 and discharged the company's management from
liability. 

USE OF THE PROFITS SHOWN ON THE BALANCE SHEET AND PAYMENT OF DIVIDENDS

The annual general meeting decided, in accordance with the proposal of the
board of directors, to distribute a dividend of EUR 0.12 per share. The
dividend shall be paid to shareholders who on the dividend record date 31 March
2009 are recorded in the shareholders' register held by Euroclear Finland Ltd.
The dividend shall be paid on 7 April 2009. 

AMENDMENT OF THE ARTICLES OF ASSOCIATION

The annual general meeting decided to amend section 8 of the articles of
association of the company so that notice to the general meeting shall be
delivered no later than three weeks before the date of the general meeting. 

ELECTION AND REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS 

The annual general meeting decided that the board of directors shall comprise
six (6) members. Teija Andersen, Jussi Kuutsa, Matti Pennanen, Timo Ritakallio
and Erkki Veikkolainen were elected members of the board of directors for a
term of office expiring at the end of the next annual general meeting. In
addition to the above-mentioned persons the board of directors consists of the
full-time chairman of the board of directors, Mr. Pertti Huuskonen, who the
annual general meeting on 27 March 2008 has elected full-time chairman of the
board of directors for a term of office that has commenced on 15 September 2008
and expires at the end of the annual general meeting to be held in 2010. 

Mr. Matti Pennanen was elected vice chairman of the board of directors.

The annual general meeting decided that to Pertti Huuskonen be paid, for a
period commencing at the end of the annual general meeting of 2009 and expiring
at the end of the next annual general meeting, remuneration in accordance with
the decision of the annual general meeting on 27 March 2008 and the
remuneration contract concluded with Huuskonen, however, so that the monetary
compensation paid to Mr. Huuskonen be reduced in accordance with his own cost
saving initiative by 15 per cent for said period. 

To the other members of the board of directors shall be paid annual
remuneration as follows: EUR 30,000 to the vice chairman of the board and EUR
25,000 to the other members of the board. In addition, a fee of EUR 600 per
meeting shall be paid to each member of the board of directors for
participation in the meetings of the board of directors. The travel expenses of
the members of the board of directors shall be compensated in accordance with
the company's travel compensation regu-lations. 

The annual general meeting furthermore authorized the board of directors of the
company to continue the remuneration contract concluded with Mr. Pertti
Huuskonen under its original terms by one additional year so that it would
expire at the end of the annual general meeting to be held in 2011. 

AUDITOR

KPMG Oy Ab was re-elected auditor of the company auditor with Mr. Tapio
Raappana as responsible auditor. The remuneration to the auditor shall be paid
against the auditor's reasonable invoice. 

AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE REPURCHASE OF THE COMPANY'S
OWN SHARES 

The annual general meeting decided to authorize the board of directors to
decide on the repurchase of the company's own shares as follows. 

The amount of the company's own shares to be repurchased shall not exceed
5,700,000 shares, which corresponds to approximately 9.94 per cent of all the
shares in the company. Only the unrestricted equity of the company can be used
to repurchase its own shares on the basis of the authorization. 

Company shares can be repurchased at a price defined in public trading on the
date of the repurchase or otherwise at a price determined by the market. 

The board of directors shall decide how own shares will be repurchased. Company
shares can be repurchased using, inter alia, derivatives. Company shares can be
repurchased otherwise than in proportion to the shareholdings of the
shareholders (directed repurchase). 

The authorization cancels the authorization given by the general meeting on 27
March 2008 to decide on the repurchase of company shares. 

The authorization is effective until 26 September 2010.

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 decided to authorize the board of directors to
decide on the issuance of shares as well as the issuance of special rights
entitling holders 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 11,400,000 shares, which
corresponds to approximately 19.88 per cent of all the shares in the company. 

The board of directors shall decide on all the conditions of the issuance of
shares and of special rights entitling holders to shares. The authorization
concerns both the issuance of new shares as well as the transfer of treasury
shares. The issuance of shares and of special rights entitling holders to
shares may be carried out in deviation from the shareholders' pre-emptive
rights (directed issue). 

The authorization cancels the authorization given by the general meeting on 29
November 2007 and the authorization given by the general meeting on 27 March
2008 to decide on the issuance of shares as well as the issuance of special
rights entitling holders to shares. 

The authorization is effective until 26 March 2012.

At the general meeting the board of directors decided to amend its proposal
mentioned in the notice of the general meeting relating to this item so that
the amount of shares to be issued shall not exceed 11,400,000 shares, which
corresponds to approximately 19.88 per cent of all the shares in the company. 

EXECUTION OF THE PERFORMANCE SHARE PROGRAM 2010-2012 

The annual general meeting decided to execute a performance share plan directed
at the key personnel of the Technopolis Group in accordance with the attached
terms and conditions. 

The aim of the Plan is to combine the objectives of the shareholders and the
targets of key personnel in order to increase the value of the Company, to
commit the key personnel to the Company, and to offer them a competitive 
incentive system based on holding the Company shares. 

The Plan includes three earning periods which comprise the calendar years 2010,
2011 and 2012. The Board of Directors of the Company will decide on the earning
criteria of each earning period and on targets to be established for them,
during December of each calendar year preceding each earning period. The
potential reward from the earning periods 2010, 2011 and 2012 will be paid to
the key personnel as a combination of shares and cash payments in 2011, 2012
and 2013. Shares earned on the basis of the Program, may not be assigned,
during the 2.5-year restriction period. 

The rewards to be paid on the basis of the Plan will correspond to the
approximate value of a maximum total of 800,000 Technopolis Plc shares
(including also the proportion to be paid in cash). 

Oulu on 26 March 2009

TECHNOPOLIS PLC

THE BOARD OF DIRECTORS


Attachment: Terms and Conditions for the Performance Share Plan 2010-2012
Articles of Association

Additional information:
Keith Silverang, CEO, tel. +358 40 566 7785
Pertti Huuskonen, Chairman of the Board, tel. +358 400 680 816

Distribution:
NASDAQ OMX Helsinki Ltd
Major news media
www.technopolis.fi


TERMS AND CONDITIONS FOR THE PERFORMANCE SHARE PLAN 2010—2012


The Board of Directors of Technopolis Plc (the Board of Directors) has at its
meeting on 26 February 2009 resolved to propose to the Annual General Meeting
of Shareholders of Technopolis Plc to be held on 26 March 2009 that a
performance share plan (the Plan) be implemented on the following terms and
conditions: 

1. Objectives of the Plan

The Plan shall be established to form part of the incentive and commitment
program for the key personnel of Technopolis Plc (the Company) and its
subsidiaries (jointly the Group). The aim is to combine the objectives of the
shareholders and the key personnel in order to increase the value of the
Company, to commit the key personnel to the Company, and to offer them a
competitive reward plan based on holding the Company shares. 

2. Target Group

The Group key personnel determined by the Board of Directors shall belong to
the target group of the Plan each year. All key employees belonging to the
target group must, at the beginning of an earning period, be employed by or in
the service of a company belonging to the Group (Group Company), until further
notice. Belonging to the target group of the Plan does not affect other
employment or service terms. The reward to be paid on the basis of the Plan
shall not constitute a part of the terms and conditions of employment, service
or compensation. 

The Board of Directors may decide upon including new key employees in the Plan
and upon their maximum rewards so that the amount of the maximum reward is in
the equal proportion to the duration of the employment or service during an
earning period. 

3. Earning Period

The Plan includes three earning periods which are calendar years 2010, 2011 and
2012. The amount of reward earned from an earning period shall be determined on
the basis of achievement of the targets established for the earnings criteria,
after the end of an earning period by the end of April. Should the Company's
financial year change before the end of an earning period, the Board of
Directors shall be entitled to alter an earning period accordingly. 

4. Maximum Reward

The Plan offers the target group a possibility to earn the Company's shares
(share) as reward for achieving targets established for the earnings criteria
of an earning period. Besides shares, a cash proportion is included in the
reward. The cash proportion is intended to cover taxes and tax-related costs
arising from the reward to a key person. The Company shall withhold payroll tax
from the reward according to law and shall use the cash proportion for that. 

The Board of Directors shall determine the amount of the maximum reward for
each person belonging to the target group for an earning period. The maximum
reward shall be expressed as a number of shares and cash payment. A person
belonging to the target group shall be informed on his or her maximum reward as
soon as the Board of Directors has decided upon it. 

There shall be a maximum total of 390,000 shares and a cash payment that is
needed for taxes and tax-related costs arising from the reward to the key
personnel on the book-entry account registration date of the shares that shall
be given as reward on the basis of the entire Plan. The amount of cash payment
shall, however, correspond to the registration date value of the distributable
shares, in the maximum. The registration date of shares has been determined in
Section 6. Should the amount of taxes and tax-related costs arising from the
reward to a key person exceed the amount of the cash proportion, a key person
shall be responsible for paying such excess amount.  The Company shall pay the
transfer tax connected to the reward payment. 

5. Determination of the Reward

The Board of Directors shall decide on the earnings criteria of the Plan and on
targets to be established for them individually for each earning period, during
December of a calendar year preceding each earning period. Achieving the
targets established for the earnings criteria shall determine the proportion
out of the maximum reward that shall be paid to a key person. 

The Board of Directors shall be entitled to adjust the targets estab-lished for
the earnings criteria in case of substantial extraordinary events during an
earning period. This kind of event may be an acquisi-tion or a divestment, an
incidental capital gain or loss or any other circumstance that could not be
considered upon establishment of earn-ings criteria but that has a material
impact on the achievement of targets established for the earnings criteria. 

6. Reward Payment

The reward from the Plan shall be paid to the key personnel as a combination of
shares and cash payment after the end of an earning period, by the end of April
2011, 2012 and 2013. 

The proportion of the reward to be given as shares shall be registered on the
book-entry account of a key person. The value of shares shall be determined on
the basis of the share price of the registration date of the shares. The share
price shall be the trade volume weighted average quotation of the share on the
NASDAQ OMX Helsinki Oy of the exchange transactions closed on the registration
date of the shares. The proportion of the reward to be paid in cash shall be
paid concurrently with the assignment of the shares or as soon as it is
possible in each of the Group Companies and it shall be used for withholding
payroll taxes of a key person according to law. 

The right to reward is personal, and the reward shall only be paid to a key
person belonging to the target group. The right to reward may not be assigned.
Upon death, the potential reward shall be paid to the estate or beneficiary or
heir of a key person. 

7. Shareholder Rights to the Assigned Shares and Restriction on the
Assignability for the Shares 

The shareholder rights to the shares registered on the book-entry accounts of
the key personnel shall be assigned to the key personnel on the date of
registration of the share transfer. Should the distributed shares be new, the
share-related rights shall arise upon enter of the shares into the Trade
Register. 

Shares earned on the basis of the Plan, may not be assigned, pledged or
otherwise exercised during the restriction period established for the shares
(Restriction Period). Each restriction period shall begin from the reward
payment and end on 30 June 2013 for the shares earned from the earning period
2010, on 30 June 2014 for the shares earned from the earning period 2011 and on
30 June 2015 for the shares earned from the earning period 2012. The
restriction on the assignability also concerns potential shares and other
quoted securities that have gratuitously been received on the basis of the
shares earned from the Plan. The Board of Directors may, for very weighty
reasons, permit the assignment of shares and securities also before such date. 

Should shares be paid as reward, the President and CEO of the Company must hold
50% of the shares received on the basis of the Plan as long as his service as
President and CEO continues and the members of the Executive Board of the
Company must hold 50% of the shares received on the basis of the Plan for two
(2) years after the end of each Restriction Period. 

The Company shall be entitled to apply for a registration of a restriction on
the assignability preventing the assignment of shares and other respective
restrictions concerning the shares, on a key person's book-entry account,
without the consent of a key person. 

8. Employment or Service Preconditions during an Earning Period 

Should a Group Company or a key person give notice of termination or terminate
an employment contract or a service contract of a key person, before the reward
payment, no reward shall be paid to a key person. The Board of Directors may,
however, in these cases decide upon a key person's right to the reward accrued
by the end of employment or service. 

Should a key person's employment or service in a Group Company end due to a
corporate arrangement or transfer of business, or should a key person retire
statutorily or die before the end of a earning period, the Board of Directors
shall decide upon a key person's or his or her estate's or beneficiary's or
heir's right to the reward accrued by the end of employment or service. Should
a Group Company not belong to the Group any more, the proceedings shall be
similar. 

Should a key person's work assignments alter within the Group before the reward
payment, the Board of Directors shall decide on a key person's right to the
reward. 

9. Employment or Service Preconditions during the Restriction Period and
Obligation to return Shares 

Should a Group Company or a key person give notice of termination or terminate
an employment contract or a service contract of a key person, during the
Restriction Period, a key person shall be obliged to return the shares given as
reward back to the Company or its assignee, gratuitously, without delay. The
returning obligation also concerns potential shares and other quoted securities
that have gratuitously been received on the basis of the shares earned from the
Plan. The Board of Directors may, however, in these cases, decide that a key
person is entitled to keep the securities or a part of them, which are subject
to the returning obligation. 

In these cases, the Company shall have the right to request and get transferred
such shares that are subject to the returning obligation from a key person's
book-entry account to the Company's or its assignee's book-entry account,
without the consent of a key person. 

Should a key person retire statutorily or die during the Restriction Period, a
key person or his or her estate or beneficiaries or heirs shall have the right
to keep the received shares. The restriction on the assignability of the shares
shall, however, be valid until the end of the Restriction Period, unless
otherwise decided by the Board of Directors. 

A key person shall be obliged to return also the cash proportion of the reward
concerning the shares to be returned, without delay. As far as the cash
proportion has been used for taxes and tax-related costs arising from the
reward to a key person, a key person shall be obliged to return only a cash
proportion corresponding to the amount of taxes and tax-related costs that
shall potentially be refunded to a key person. 

10. Adjustments in Certain Special Cases

Should the Company, differing from the Company's normal practice, decide to
distribute dividends or assets from reserves of unrestricted equity, or decide
to reduce its share capital by distributing share capital to the shareholders,
or decide to reduce its share premium fund by distributing funds from the share
premium fund to the shareholders, after the beginning of an earning period and
before the reward payment, the Board of Directors shall decide on the
adjustment of the amount of the maximum reward so that the position of a key
person corresponds to that of a shareholder. 

Should the Company, after the beginning of an earning period and before the
reward payment, decide on an issue of shares or an issue of stock options or
other special rights entitling to shares so that the shareholders have
pre-emptive subscription rights, the amount of the maximum reward shall be
increased by multiplying the number of shares of the maximum reward by the
share issue multiplier. 

Should the Company, after the beginning of an earning period and before the
reward payment, decide to merge with another company as a merging company or
with a company to be formed in a combination merger, or should the Company
decide to be demerged in its entirety, the amount of the maximum reward shall
be adjusted so that the position of a key person corresponds to that of a
shareholder. 

Acquisition or redemption of the Company's own shares or acquisition of stock
options or other special rights entitling to shares shall not affect the Plan. 

Should a situation occur, after the beginning of an earning period and before
the reward payment, where a shareholder, based on the Companies Act, has a
redemption right and redemption obligation with respect to the rest of the
outstanding shares, the maximum reward shall be converted into money by
multiplying the number of shares by the redemption price. In this event, the
reward shall be paid fully in cash. 

11. Administration of the Plan

The Board of Directors shall monitor the Plan and decide on all matters
relating thereto. 

The Board of Directors may propose to the General Meeting of Share-holders that
it grants the Board of Directors an authorisation re-quired by the Companies
Act to acquire the number of own shares re-quired for the Plan, when needed.
The Board of Directors may also pro-pose to the General Meeting of Shareholders
that it grants the Board of Directors an authorisation required by the
Companies Act for an is-sue of shares, for the number of shares required for
the Plan, when needed. 

Upon reward payment, the Board of Directors shall have the right to decide that
the Company pays the reward fully or partly in cash, on the basis of the trade
volume weighted average quotation of the share on the NASDAQ OMX Helsinki Oy
during the calendar month preceding the payment date.  The Board of Directors
shall have the right to obligate a key person to acquire shares with a maximum
of 50% of the amount of the reward. Also in these cases, the restriction on the
assignability in Section 7 and the returning obligation in Section 9 shall be
applied to the reward, in the manner determined by the Board of Directors. 

12. Amendment of the Terms and Conditions of the Plan

During an earning period, the Board of Directors may, for very weighty reasons,
amend the terms and conditions of the Plan. This kind of reason may e.g. be a
considerable change in the Group structure, which causes discontinuity in the
earnings criteria of an earning period and targets established for them, or a
public offer made of the Company. The terms and conditions shall be amended in
such a manner that no unjust enrichment or considerable defect shall occur to a
key person, due to amending the terms and conditions. 

13. Applicable Law and Settlement of Disputes

These terms and conditions shall be governed by the laws of Finland. Disputes
arising in relation to this Plan shall be finally settled by arbitration, in
accordance with the Arbitration Rules of the Central Chamber of Commerce by one
single arbitrator. 

These terms and conditions have been prepared in Finnish and in English. In
case of any discrepancy between the Finnish and English versions, the Finnish
shall prevail. 



ARTICLES OF ASSOCIATION OF TECHNOPOLIS PLC


Section 1 - The company's registered name is Technopolis Oyj in Finnish and
Technopolis Plc in English, and its domicile is Oulu, Finland. 

Section 2 - The company's business area is to control real estate on the basis
of ownership and leasing rights and to construct operating and service premises
in order to lease them to companies, and to pro-vide equipment rental, training
and advisory services in the high tech area as well as project and service
operations promoting the business of customer companies. 

Section 3 - Corporate governance and the appropriate organization of operations
are the responsibility of the company's Board of Directors, which consists of a
minimum of four and a maximum of seven members. 
The term of the Board members shall expire no later than at the end of the
Annual General Meeting held in the second financial year after their election. 

Section 4 - The company has a President and CEO elected by the Board.

Section 5 - The company's business name may be signed by the Chairman of the
Board and the President and CEO, each alone, or by two Board members together. 
The Board may issue representation rights to designated persons employed by the
Company, to the effect that they may sign the company's business name, two
jointly. 
Section 6 - The company has one auditor. If the auditor is not an accounting
firm, one deputy auditor will also be chosen. Both the auditor and possible
deputy auditor must be public accountants or public accounting firms authorized
by the Central Chamber of Commerce of Finland. 
The terms of the auditor and the deputy auditor expire at the end of the Annual
General Meeting that first follows their election. 

Section 7 - The company's financial year is the calendar year.

Section 8 - A notice of a shareholders' meeting will be published in the Kaleva
newspaper and in the Helsingin Sanomat newspaper no more than three months and
no less than three weeks before the meeting. 

Section 9 - The company's shareholders' meetings will be held in Oulu,
Helsinki, Espoo or Vantaa. The Annual General Meeting will be held every year
by the end of May. 

At the meeting the following matters will be
presented:
1. the financial statements and Board of Directors' Report,
2. the auditor's report,
decided:
3. the acceptance of the financial statements,
4. the measures arising from the profit recorded in the accepted balance sheet,
5. the release from liability of the members of the Board and the President and
CEO, 
6. the compensation of the Board members,
7. the number of the Board members,
elected:
8. the members of the Board
9. the Chairman and Vice Chairman of the Board,
10. the auditor and possible deputy auditor, and 
handled:
11. other matters on the agenda in the notice of the meeting.

Section 10 - The company's shares are included in the book-entry system.

Section 11 - Those who have registered with the company no later than on the
date mentioned in the notice of the meeting, which may be no more than ten (10)
days before the meeting, shall have the right to participate in a shareholders'
meeting. The regulations of the Finnish Companies Act on the right to
participate in a shareholders' meeting must also be taken into consideration.