Stock Exchange Releases

Decisions of the Annual General Meeting of Technopolis Plc

TECHNOPOLIS PLC    STOCK EXCHANGE RELEASE     27 March 2013, at 3.15 p.m.

Decisions of the Annual General Meeting of Technopolis Plc

The Annual General Meeting of Technopolis Plc was held on 27 March 2013, beginning at 13.00 at the address Elektroniikkatie 3 (auditorium), 90590 Oulu, Finland. The Annual General Meeting approved the annual accounts for the financial year 2012 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 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.

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. Sari Aitokallio, Carl-Johan Granvik, Jorma Haapamäki, Pekka Korhonen, Matti Pennanen and Timo Ritakalliowere 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, 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.

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 establish a Shareholders’ Nomination Board

The General Meeting decided to establish a Shareholders’ Nomination Board to prepare proposals concerning the election and remuneration of the members of Board of Directors to the General Meeting and adopted the Charter of the Shareholders’ Nomination Board. The Nomination Board is established for an indefinite period.

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.

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 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.

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 the issuance of 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.

Oulu on March 27, 2013
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

Technopolis Plc is a listed real estate company that specializes in leasing space and providing services. Its core business idea is to combine business support services with modern, flexible, multi-user business environments. There are approximately 23,000 people and almost 1,400 companies and organizations in Technopolis premises in Finland, Russia, and Estonia. The company’s net sales for 2012 totaled EUR 107,3 million, and its EBITDA was EUR 55,8 million. The Technopolis Plc share (TPS1V) is listed on NASDAQ OMX Helsinki.

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