Technopolis - Company Announcement

Technopolis Plc’s Notice to the General Meeting

TECHNOPOLIS PLC      STOCK EXCHANGE RELEASE  1 March 2013 at 4.00 p.m.

Technopolis Plc's Notice to the General Meeting

Notice is given to the shareholders of Technopolis Plc to the Annual General
Meeting to be held on Wednesday, 27 March 2013 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

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 2012 as well as 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 3
April 2013 are recorded in the shareholders' register of the company held by
Euroclear Finland Ltd. The dividend shall be paid on 10 April 2013. 

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' Nomination Board 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, 2013. If the shares cannot be acquired due to
insider regulations during the before mentioned time period, the shares shall
be acquired outright once it is possible in accordance with the insider
regulations in force at that time. 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 Nomination Board 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 Board 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 Nomination Board 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: 

Mr. Carl-Johan Granvik,
Mr. Pekka Korhonen,
Mr. Matti Pennanen and
Mr. Timo Ritakallio.

The Nomination Board proposes the following individuals to be elected as new
members of the Board of Directors for the same term of office 

Ms. Sari Aitokallio and
Mr. Jorma Haapamäki

Ms. Sari Aitokallio, LL.M (trained on the bench), born in 1960, serves
currently Metso Plc. as the Chief Financial Officer and Administrator of the
automation segment with responsibility for financial administration and legal
affairs. Previously she has served as the Chief Financial Officer of the real
estate investment company Sponda Plc. with responsibility for the company's
finances, funding, administration and investor relationships as the member of
the company's Management Team. In addition, she has served a long career in
Valmet and Metso consolidated corporation where she held various financial
administration positions in Finland, Austria and UK. She has positions of trust
as a member of the Board of Directors of SOS Children's Village registered
association and of the Estonian company AS Pro Kapital Grupp. 

Mr. Jorma Haapamäki, M.Sc.(Civil Engineering), born in 1948, is a real estate
and building trade specialist. He was SRV Plc's founding partner, director and
member of the Board of Directors with responsibility for inter alia town
planning, development and providing of real estate and project development
services as well as key customer relationships in addition to serving as a
Board Member. Previously he has served Perusyhtymä Ltd. as the Department Head
and the city of Vantaa as the Project and Traffic Planning Manager. He has had
several positions of trust and at present he is a member of the Board of
Directors of VVT Kiinteistösijoitus Ltd. and Hotelli Katajanokka Ltd. In
addition to these positions of trust, he has served inter alia as the Chairman
of the Board of Directors of Finnish Association of Civil Engineers registered
association and as a member of the Board of Directors of Destia Ltd., Renor
Ltd. and Helsinki Region Chamber of Commerce registered association. 

Furthermore, the Nomination Board 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 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' Nomination
Board 

The Board of Directors proposes that the General Meeting resolves to establish
a Shareholders' Nomination Board to prepare future proposals concerning the
election and remuneration of the members of the Board of Directors to the
General Meetings. The Nomination Board is established for an indefinite period.
In addition, the Board of Directors proposes that the General Meeting adopts
the Charter of the Shareholders' Nomination Board in the form set out as
appendix of the Board's proposal available on the company's website at
www.technopolis.fi/AGM2013. 

The Nomination Board shall consist of three members nominated by the
shareholders of the company. In addition, the Chairman of the Board of
Directors of the company participates in the work of the Nomination Board as an
expert. The right to nominate members shall be vested with the three
shareholders of the company having the largest share of the votes represented
by all the shares in the company annually on September 1 based on the company's
shareholders' register held by Euroclear Finland Ltd. However, if a shareholder
who has distributed his/her holdings e.g. into several funds and has an
obligation under the Finnish Securities Markets Act to take these holdings into
account when disclosing changes in his/her share of ownership makes a written
request to such effect to the Chairman of the Board of Directors no later than
on August 31, such shareholder's holdings in several funds or registers will be
combined when calculating the share of votes which determines the nomination
right. Should a shareholder not wish to exercise his/her nomination right, the
right shall be transferred to the next largest shareholder who otherwise would
not be entitled to nominate a member. 

The Chairman of the Board of Directors shall request the three largest
shareholders of the company, based on their shareholding on September 1 each
year, to nominate one member each to the Nomination Board. The Nomination Board
shall elect a Chairman from among its members. The term of office of the
members of the Nomination Board expires annually when the new Nomination Board
has been appointed. 

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 7,556,100 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 2014. 

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 15,112,200 shares, which
corresponds to approximately 20 per cent of all the shares in the company.
However, no more than 170,000 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 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 is effective until the end of the next Annual General
Meeting, however, no longer than until 30 June 2014. 

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 2013. 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
on request. The minutes of the General Meeting will be available on the
above-mentioned website as of 10 April 2013 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 2013 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 wants to participate in the General Meeting, shall register for the meeting
no later than by Friday 22 March 2013 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 e-mail legal@technopolis.fi
c) by telephone to the number +358 46 712 0000 from Monday to Friday between
9.00 a.m. and 4.00 p.m. or 
d) by regular mail to the address Technopolis Plc/AGM, Energiakuja 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
2013 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 2013, 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 Annual 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/AGM2013. 

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/AGM, Energiakuja 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 2013, the total
number of shares in Technopolis Plc is 75,561,227 and the total number of votes
they represent is 75,561,227. 

Helsinki on 1 March 2013

TECHNOPOLIS PLC

BOARD OF DIRECTORS



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


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