Technopolis - Notice to general meeting

Technopolis Plc: Notice to the General Meeting

TECHNOPOLIS PLC    STOCK EXCHANGE RELEASE    1 March 2012 at 6.00 p.m.

Notice is given to the shareholders of Technopolis Plc to the Annual General
Meeting to be held on Tuesday, 27 March 2012 at 1.00 p.m. at the address
Tekniikantie 12 (Innopoli I), Espoo, 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 2011 

- 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 to the General Meeting that a dividend of EUR
0.20 per share be paid from the distributable profits of the parent company.
The dividend shall be paid to shareholders who on the dividend record date 30
March 2012 are recorded in the shareholders' register of the company held by
Euroclear Finland Ltd. The dividend shall be paid on 11 April 2012. 

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 shareholders' Nominating Committee 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 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.

The annual remuneration is paid on the condition that the Board member commits
to using 50% of his or her annual remuneration to acquire Technopolis Plc
shares on the market at the price determined in public trading. The shares are
to be acquired within three weeks of the publication of the Interim Report for
the period 1 January - 31 March, 2012. If the remuneration cannot be paid as
shares in the company, it will be paid fully in cash. Board members are not
allowed to transfer the shares obtained as annual remuneration before their
membership in the Board has ended. Long-term and increasing shareholding by
Board members is in the interests of all shareholders. 

The Nominating Committee further proposes that for participation in the
meetings of the Board of Directors 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,
and the chairmen of the committees a fee of EUR 800 and each member of the
committees a fee of EUR 600 for each meeting of the committees, and 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 policy. 

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

The Nominating Committee 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 Nominating Committee proposes to the General Meeting that the following
individuals 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. Carl-Johan Granvik
Mr. Pertti Huuskonen,
Mr. Pekka Korhonen,
Mr. Matti Pennanen, and
Mr. Timo Ritakallio.

Furthermore, the Nominating Committee proposes that Mr. Carl-Johan Granvik be
elected as the Chairman of the Board of Directors and Mr. Matti Pennanen as the
Vice Chairman for the same term of office. 

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

14. Resolution on the remuneration of the auditor

Based on the proposal of the Audit Committee the Board of Directors proposes to
the General Meeting that the remuneration of the auditor to be elected be paid
against the auditor's reasonable invoice. 

15. Election of the auditor

Based on the proposal 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 notified that Mr. Ari Eskelinen,
APA, would act as responsible auditor. 

16. Proposal by the Board of Directors to appoint a shareholders' Nominating
Committee 

The Board of Directors proposes to the General Meeting that the General Meeting
resolves to appoint a Nominating Committee to prepare proposals on the members
and remuneration of the Board of Directors to the next Annual General Meeting.
The Nominating Committee shall be composed of three members representing the
three largest shareholders, who may not be members of the Board of Directors,
and the Chairman of the Board of Directors acting as an expert member and
secretary of the committee. The member appointed by the largest shareholder
shall act as chairman of the committee. 

The right to nominate members representing shareholders belongs to the three
shareholders who hold the largest share of all the votes in the company 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, who otherwise would not have the right to nominate a
representative. 

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 is obliged to report certain changes in
holdings (shareholder with a flagging obligation), shall be combined if the
shareholder notifies the company's Board of Directors in writing of such demand
at the latest two business days before the date 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 Nominating Committee shall continue until a new
Nominating Committee is appointed, unless the General Meeting resolves
otherwise. The Nominating Committee prepares the above-mentioned proposals also
for an extraordinary General Meeting, if needed. 

If the shareholders who have a right to nominate representatives change after 1
October preceding the next Annual General Meeting but no later than three
months before the Annual General Meeting, the new shareholders who would be
entitled to nominate representatives may nominate their representatives to the
Nominating Committee. The right to nominate a representative must be used at
the latest three months before the Annual General Meeting. In such a situation,
the number of members of the committee is correspondingly increased. 

If a member of the Nominating Committee resigns or is prevented 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 impeding the work of the committee. If such shareholder does not
nominate another representative, the next shareholder who would be entitled to
nominate a representative to the committee may do so. 

A person, who could not be appointed to a nomination committee of the Board of
Directors according to the applicable Finnish Corporate Governance Code, cannot
be appointed to the Nominating Committee. The Nominating Committee must also
fulfill the requirements for independence in relation to the company set out in
the Code. 

17. 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 6,338,500 shares, which corresponds to approximately 10 per cent 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. 

Own shares can be repurchased at a price formed in public trading on the date
of the repurchase or otherwise at a price formed on the market. 

The Board of Directors decides how own shares will be repurchased and/or
accepted as pledge. Own shares can be repurchased using, inter alia,
derivatives. Own shares can 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 longer than until 30 June 2013. 

18. 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 as well as the
issuance of 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 Board of Directors may decide on the company's share-based incentive
schemes. However, no more than 350,000 shares may be issued on the basis of the
authorization for the purpose of implementing incentive schemes decided upon by
the General Meeting or the Board of Directors. 

The authorization is effective until the end of the next Annual General
Meeting, however, no longer than until 30 June 2013, and it cancels the
authorization given to the Board of Directors by the General Meeting on 30
March 2011 to decide on the issuance of shares as well as the issuance of other
special rights entitling to shares. 

19. 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 accounts, 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 6 March 2012. 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
upon request. The minutes of the General Meeting will be available on the
above-mentioned website as from 10 April 2012 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 15 March 2012 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 no later than by Thursday 22 March 2012 by 10.00 a.m. by giving a prior
notice of participation, which has to be received by the company no later than
at the above-mentioned time. Such notice can be given: 

a) on the company's website at www.technopolis.fi/registration
b) by telephone to the number +358 46 712 0000 from Monday to Friday between
9.00 a.m. and 4.00 p.m. or 
c) by regular mail to the address Technopolis Plc/General Meeting, 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 at the General Meeting. 

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 15 March
2012 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 22 March 2012, by 10.00 a.m. 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 the
necessary instructions regarding the registration in the temporary
shareholder's register, 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 participation in the General
Meeting is available on the company's website at
www.technopolis.fi/for_investors/general_meeting_2012. 

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. If 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 in originals to the address
Technopolis Plc/ General Meeting, Hiilikatu 3, 00180 Helsinki, Finland, before
the end of the registration period. 

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 1 March 2012, the total
number of shares in Technopolis Plc is 63,385,044 and the total number of votes
they represent is 63,385,044. 


Espoo on 1 March 2012


TECHNOPOLIS PLC
BOARD OF DIRECTORS


Further 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
Principal media
www.technopolis.fi