2010-03-03 12:00:00 CET
2010-03-03 12:00:02 CET
REGULATED INFORMATION
Technopolis - Notice to general meeting
NOTICE TO THE GENERAL MEETING
TECHNOPOLIS PLC STOCK EXCHANGE RELEASE March 3, 2010 at 13:00 NOTICE TO THE GENERAL MEETING Notice is given to the shareholders of Technopolis Plc of the annual general meeting to be held on Friday, 26 March 2010 at 13.00 p.m. at the address Tekniikantie 12 (Innopoli I), Espoo, Finland. The reception for 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 review 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. Presentation of the financial statements, the report of the board of directors and the auditor's report for the year 2009 - Review by the CEO 7. Adoption of the financial statements 8. Resolution on the use of the profits shown on the balance sheet and the payment of dividends The board of directors proposes that a dividend of EUR 0.15 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 31 March 2010 are recorded in the shareholders' register held by Euroclear Finland Ltd. The dividend shall be paid on 9 April 2010. 9. Resolution on the discharge of the members of the board of directors and the CEO from liability 10. Resolution on the remuneration of the members of the board of directors Shareholders representing approximately 27.3 per cent of the shares in the company propose 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 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. The shares will be acquired during the three weeks following the publication of the interim report for the period 1 January-31 March 2010 on 29 April 2010. 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 above-mentioned shareholders furthermore propose that for participation in the meetings of the board of directors and its committees each member of the board of directors shall be paid, in addition to the annual remuneration, a fee of EUR 600 for each board or committee meeting and that the travel expenses of the members of the board of directors shall be compensated in accordance with the company's travel compensation procedures. The above-mentioned shareholders note that the annual general meeting of the company has on 27 March 2008 elected Mr. Pertti Huuskonen full-time chairman of the board of directors for a term of office commencing on 15 September 2008 and expiring at the end of the annual general meeting of 2010. The board of directors of the company has, in accordance with the resolution of the above-mentioned general meeting, concluded a separate contract (“Remuneration Contract”) with Mr. Huuskonen concerning his remuneration and benefits for the above-mentioned term of office. Based on the authorization of the company's annual general meeting of 26 March 2009 the company's board of directors has continued the Remuneration Contract of Mr. Huuskonen under its original terms by one additional year so that it will expire at the end of the annual general meeting of 2011. If the annual general meeting of 2010 does not re-elect Mr. Huuskonen as the full-time chairman for the term commencing at that time, or if his chairmanship ends before the annual general meeting of 2011, he will be available for the company as a full-time advisor until the annual general meeting of 2011. Based on the above the said shareholders propose that if Mr. Huuskonen will be elected as the full-time chairman of the board Mr. Huuskonen will be paid remuneration in accordance with the agreement on the continuation of the Remuneration Contract. The monetary remuneration of Mr. Huuskonen would amount to EUR 339,000 per year. In addition to the monetary remuneration Mr. Huuskonen would be entitled to fringe and other benefits comprising a company car and telephone as well as other benefits that are offered to the full-time personnel of the Technopolis Group. The company would arrange for the chairman's pension security by insuring him in accordance with the Employee Pension Act. The company decided on the full-time chairmanship of the board of directors in 2008 in order to ensure the fluency of Technopolis' CEO change and the resources needed for the internationalization of the company. The full-time chairmanship is intended to be terminated in the annual general meeting of 2011 in accordance with earlier resolutions. 11. Resolution on the number of members of the board of directors Shareholders representing approximately 27.3 per cent of the shares in the company propose that the board of directors shall comprise six (6) members. 12. Election of members of the board of directors Shareholders representing approximately 27.3 per cent of the shares in the company propose to the general meeting that for a term of office expiring at the end of the next annual general meeting following the election, Ms. Teija Andersen, Mr. Pertti Huuskonen, Mr. Matti Pennanen, Mr. Timo Ritakallio and Mr. Erkki Veikkolainen be re-elected members of the board of directors. The above-mentioned shareholders furthermore propose that Mr. Pekka Korhonen, M.Sc. (Law), B. Theol., born in 1952 be elected a new member of the board of directors for the same term of office. He is the CEO of NV Kiinteistösijoitus Oy and NV Property Fund I Ky. He has previously between 1986 and 2010 worked as the CEO and investment manager of OP Bank Group Pension Fund and OP Bank Group Pension Foundation. In addition, he was Technopolis Oyj's board member in 2007 and 2008. In addition, the above-mentioned shareholders propose that Mr. Pertti Huuskonen be elected full-time chairman of the board of directors and Mr. Matti Pennanen be elected vice chairman of the board of directors for the same term of office. 13. Resolution on the remuneration of the auditor Shareholders representing approximately 27.3 per cent of the shares in the company propose that the remuneration to the auditor to be elected be paid against the auditor's reasonable invoice. 14. Election of the auditor Shareholders representing approximately 27.3 per cent of the shares in the company furthermore propose that KPMG Oy Ab, with Mr. Tapio Raappana as responsible auditor, be re-elected auditor of the company for a term of office expiring at the end of the next annual general meeting following the election. 15. Proposal by the board of directors to amend the articles of association The board of directors proposes to the general meeting that the company's articles of association be amended as follows: 3 § would be amended such that the term of a Board member shall expire at the end of the next annual general meeting following the election; 8 § would be amended such that notice to the general meeting shall be delivered no later than three weeks before the date of the general meeting, however no less than 9 days prior to the record date of the general meeting. In addition, section 8 would be amended such that notice to the general meeting may alternatively be delivered by publishing the notice on the company's website. 16. Closing of the meeting B. DOCUMENTS OF THE GENERAL MEETING The above proposals relating to the agenda of the general meeting as well as this notice are available on the website of Technopolis Plc at www.technopolis.fi. In addition, Technopolis Plc's annual report, including the financial statements, the report of the board of directors and the auditor's report, will be available on the above-mentioned website no later than 5 March 2010. The proposals to the general meeting and the financial statements are also available at the general meeting. 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 of 9 April 2010 at the latest. C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING 1. The right to participate and registration Each shareholder, who on the record date of the general meeting, 16 March 2010, is registered in the company's shareholders' register held by Euroclear Finland Ltd, has the right to participate in the general meeting. A shareholder, whose shares are registered on his/her personal book-entry account, is registered in the company's shareholders' register. A shareholder, who wants to participate in the general meeting, shall register for the meeting no later than 22 March 2010 by giving prior notice of participation. 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 c) by telefax to the number +358 46 712 0012 or d) 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, address, telephone number and the name of a possible assistant. The personal data given to Technopolis Plc is used only in connection with the general meeting and with the processing of related registrations. 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. 2. 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 a proxy. A proxy representative shall present a proxy document or in another reliable manner demonstrate his/her right to represent the shareholder. 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. 3. Holders of nominee registered shares A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the shareholders' register of the company, the issuing of proxy documents and registration for the general meeting from his/her custodian bank. The account operator of the custodian bank will register a holder of nominee registered shares, who wants to participate in the general meeting, to be temporarily entered into the shareholders' register of the company at the latest on 23 March 2010 by 10.00 am. Temporary registration in the shareholders' register is deemed as a simultaneous registration for the general meeting. Further information on these matters can also be found on Technopolis Plc's website at www.technopolis.fi/investors. 4. Other information On the date of this notice 3 March 2010, the total number of shares in Technopolis Plc is 57,345,341 and the total number of votes is 57,345,341. Oulu on 3 March 2010 TECHNOPOLIS PLC BOARD OF DIRECTORS Attachment: Proposal for the Articles of Association 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 ATTACHMENT: PROPOSAL FOR THE ARTICLES OF ASSOCIATION 1 § The company's registered name is Technopolis Oyj in Finnish and Technopolis Plc in English, and its domicile is Oulu, Finland. 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 provide equipment rental, training and advisory services in the high tech area as well as project and service operations promoting the business of customer companies. 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 at the end of the next Annual General Meeting following the election. 4 § The company has a CEO elected by the Board. 5 § The company's business name may be signed by the chairman of the Board and the 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. 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. 7 § The company's financial year is the calendar year. 8 § A notice of a shareholders' meeting shall be delivered to the shareholders no more than three months and no less than three weeks before the meeting by publishing the notice on the company's website or in the Kaleva newspaper and in the Helsingin Sanomat newspaper. However, the notice shall always be delivered no later than 9 days prior to the record date of the General Meeting. 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 discharge from liability of the members of the Board and the CEO, 6. the remuneration of the Board members, 7. the number of 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. 10 § The company's shares are included in the book-entry system. 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.
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