Technopolis - Company Announcement

Technopolis plc: decisions of the Annual General Meeting of Technopolis Plc

TECHNOPOLIS PLC    STOCK EXCHANGE RELEASE     27 March 2012 at 15:05


Technopolis plc: decisions of the Annual General Meeting of Technopolis Plc

The Annual General Meeting of Technopolis Plc was held on 27 March 2012,
beginning at 13.00 at the address Tekniikantie 12 (Innopoli I), Espoo, Finland.
The Annual General Meeting approved the annual accounts for the financial year
2011 and discharged the company's management from liability. 


Use of the profit 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 0.20 per share. 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. 


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, Carl-Johan Granvik, Pertti Huuskonen, Pekka
Korhonen, Matti Pennanen and Timo Ritakallio were elected members of the Board
of Directors for a term of office expiring at the end of the next Annual
General Meeting. 

Carl-Johan Granvik was elected Chairman of the Board of Directors.

Matti Pennanen was elected Vice Chairman of the Board of Directors.

The members of the Board of Directors shall be paid annual remuneration as
follows: EUR 50,000 to the Chairman of the Board, EUR 30,000 to the Vice
Chairman of the Board and EUR 25,000 to the other members of the Board. For
participation in 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.
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. 

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. 

Election and remuneration of the auditor

KPMG Oy Ab, authorized public accountants, was re-elected auditor of the
company. KPMG Oy Ab has stated that Ari Eskelinen, APA, will act as responsible
auditor. The remuneration to the auditor shall be paid against the auditor's
reasonable invoice. 

Decision to form a Shareholders' Nominating Committee

The General Meeting decided 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 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. 

Authorizing the Board of Directors to decide on the repurchase and/or on the
acceptance as pledge of the company's own shares 

The General Meeting authorized the Board of Directors 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. 

Authorizing the Board of Directors to decide on the issuance of shares as well
as the issuance of special rights entitling to shares 

The General Meeting authorized the Board of Directors 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 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. 


Espoo on March 27, 2012
Technopolis Plc
The Board of Directors

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

Distribution:
NASDAQ OMX Helsinki
Principal media
www.technopolis.fi