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2008-02-28 13:30:00 CET 2008-02-28 13:30:00 CET REGULATED INFORMATION Technopolis - Notice to general meetingNOTICE OF ANNUAL GENERAL MEETING OF TECHNOPOLIS PLCThe shareholders of Technopolis Plc are invited to attend the Annual General Meeting, to be held at 12.30 p.m. on Thursday, March 27, 2008, at the Leonardo auditorium of Technopolis Innopoli, street address Tekniikantie 12, 02150 Espoo, Finland. Meeting Agenda: 1. The standard business of the Annual General Meeting referred to in Article 9 of the Articles of Association 2. The proposal of the Board of Directors to amend the Articles of Association The Board of Directors proposes that the Annual General Meeting amend the second paragraph of Article 3 of the Company's Articles of Association as follows: "The term of Board members shall expire no later than at the end of the Annual General Meeting held in the second financial year after their election." 3. The proposal of the Board of Directors to authorize the Board to acquire the company's own shares The Board of Directors proposes to the Annual General Meeting that the company's Board be authorized to decide on acquiring the company's own shares on the following conditions: The maximum number of the company's own shares that can be acquired shall be 4,000,000 shares, equivalent to approximately 9.07 percent of the company's total shares. Under the authorization, the company's own shares may be acquired only with unrestricted equity. The company's own shares may be acquired at the price arrived at in public trading on the date of acquisition, or at a price otherwise established on the market. The Board of Directors shall decide on how the shares are to be acquired. Derivatives may be used in the acquisition. Shares may be acquired in deviation from the proportional holdings of shareholders (directed acquisition). The Board of Directors revokes the authorization given by the Annual General Meeting on March 29, 2007. The authorization shall be valid no later than May 31, 2009. 4. The proposal of the Board of Directors to authorize the Board to decide on a share issue and on the granting of stock options and other special rights giving entitlement to shares. The Board of Directors proposes to the Annual General Meeting that the company's Board be authorized to decide on a share issue and on the issuing of stock options and other special rights giving entitlement to shares, as specified in Chapter 10, Section 1 of the Companies Act, on the following conditions: The maximum number of shares to be issued pursuant to the authorization shall be 8,000,000 shares, equivalent to approximately 18.14 percent of the company's total shares. The Board of Directors shall be authorized to decide on all terms and conditions of the share issue and the issuing of special rights giving entitlement to shares. The authorization shall concern both the issuing of new shares and the conveyance of the company's own shares. The share issue and the issuing of special rights giving entitlement to shares may be offered to certain parties. The authorization does not revoke the authorization given by the General Meeting on November 29, 2007 to decide on the issuing of shares as well as on the issuing of stock options and other special rights giving entitlement to shares. The authorization shall be valid no later than May 31, 2009. Distribution of dividends The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.15 per share be paid for the financial year ending on December 31, 2007, and that the remainder of the profit for the year be transferred to retained earnings. The dividend will be paid to shareholders that are registered as shareholders in the company's shareholder register maintained by the Finnish Central Securities Depository Ltd on the dividend record date, April 1, 2008. The Board of Directors proposes that the dividend be paid on April 8, 2008. Election of the Board of Directors, a full-time Chairman and the Chairman's compensation In accordance with Technopolis Plc's charter of good governance, the company's Chairman and Vice Chairman of the Board have discussed various issues related to the membership of the Board with the company's largest shareholders. The company's shareholders representing approximately 28 percent of the company's shares (the major shareholders), have announced that they will support the following persons for the Board of Directors: Pertti Huuskonen, Jussi Kuutsa, Timo Parmasuo, Matti Pennanen, Timo Ritakallio, Erkki Veikkolainen and Juha Yli-Rajala. The major shareholders have announced that they support a proposal whereby the members of the Board, except for Pertti Huuskonen and Timo Parmasuo, would be chosen for a term beginning at the end of the General Meeting deciding on the election of the members of the Board and ending at the end of the following Annual General Meeting. Under the proposal, Pertti Huuskonen would be chosen for a term beginning when the company's next President and CEO is registered in the Trade Register and ending at the end of the Annual General Meeting held in the second financial year after the election. Timo Parmasuo would be chosen for a term beginning at the end of the General Meeting deciding on the election and ending when Pertti Huuskonen's term begins. The major shareholders have announced their support for Pertti Huuskonen's election as a full-time Chairman of the Board in such a way that Huuskonen would begin as Chairman when his term of Board begins and that Timo Parmasuo would act as Chairman until that time. The major shareholders have announced their support for a proposal whereby a separate agreement would be made with Pertti Huuskonen concerning the full-time Chairmanship of the Board, which would guarantee to him principally the same benefits as he would receive as the company's President and CEO, including the right to keep and exercise the options granted to him as President and CEO and the right to receive, during his term as Chairman, 140,000 new options from the 2007C program. Auditor Shareholders representing altogether approximately 28 percent of the company's shares and votes have announced that they will propose to the Annual General Meeting that KPMG Oy Ab, Authorized Public Accountants, be elected as the company's Auditor. Documents on view Copies of the financial statements, Board of Directors' report and Auditor's Report and of the proposals of the Board of Directors shall be available for shareholders to view from March 20, 2008, at the company's head office in Oulu, street address: Elektroniikkatie 8, 90570 Oulu, Finland, and (in the Finnish language only) on the company's web site at www.technopolis/yhtiokokous. After the date mentioned, the company will send copies of the documents in question to shareholders upon request. The said documents will also be available for viewing at the Annual General Meeting. Right to participate in the meeting Shareholders who are registered in the company's shareholder register maintained by the Finnish Central Securities Depository Ltd on March 17, 2008 shall have the right to participate in the Annual General Meeting. Notice of intention to attend Shareholders who wish to attend the Annual General Meeting must signify their intention to do so at the company's head office no later than 4.00 p.m. on March 18, 2008 by telephone to +358 8 551 3242, or by email to teija.koskela@technopolis.fi, or in writing to Teija Koskela, Technopolis Plc, Elektroniikkatie 8, 90570 Oulu, Finland. The notification must be received by the above deadline. Shareholders are requested to present any powers of attorney along with their notice of intention to attend. Oulu, February 28, 2008 TECHNOPOLIS PLC Board of Directors For further information, please contact: Pertti Huuskonen, President and CEO, tel. +358 8 551 3213 or +358 400 680 816 Distribution: OMX Nordic Exchange Helsinki Main news media www.technopolis.fi |
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