TECHNOPOLIS PLC STOCK EXCHANGE RELEASE 26 March 2010 at 15:00
DECISIONS OF THE ANNUAL GENERAL MEETING OF TECHNOPOLIS PLC
The annual general meeting of Technopolis Plc was held on 26 March 2010, at
13.00 at the address Tekniikantie 12, 02150 Espoo, Finland. The annual general
meeting approved the consolidated and parent company financial reports for the
financial year 2009 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 0.15 per share. 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.
AMENDMENT OF THE ARTICLES OF ASSOCIATION
The annual general meeting decided to amend section 3 of the articles of
association of the company such that the term of a Board member shall expire at
the end of the next annual general meeting following the election. Further, the
annual general meeting decided to amend section 8 of the articles of
association of the company 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, the annual general meeting decided to amend section 8 such that
notice to the general meeting may alternatively be delivered by publishing the
notice on the company's website.
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, Pertti Huuskonen, Pekka Korhonen, Matti
Pennanen, Timo Ritakallio and Erkki Veikkolainen were elected members of the
board of directors for a term of office expiring at the end of the next annual
Pertti Huuskonen was elected full-time chairman of the board of directors.
Matti Pennanen was elected vice chairman of the board of directors.
The annual general meeting decided that to Pertti Huuskonen be paid, for a
period commencing at the end of the annual general meeting of 2010 and expiring
at the end of the next annual general meeting, remuneration in accordance with
the decision of the annual general meeting on 26 March 2009 and the agreement
on the continuation of the remuneration contract concluded with Huuskonen. The
monetary remuneration of Mr. Huuskonen will amount to EUR 339,000 per year. The
details of the remuneration can be found in the notice to the general meeting.
To the other members of the board of directors shall be paid annual
remuneration as follows: EUR 30,000 to the vice chairman of the board and EUR
25,000 to the other members of the board. In addition, a fee of EUR 600 per
meeting shall be paid to each member of the board of directors for
participation in the meetings of the board of directors or board committees.
The travel expenses of the members of the board of directors shall be
compensated in accordance with the company's travel compensation policy.
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.
KPMG Oy Ab was re-elected auditor of the company. KPMG Oy Ab has stated that
Tapio Raappana will act as responsible auditor. The remuneration to the auditor
shall be paid against the auditor's reasonable invoice.
Espoo on 26 March 2010
THE BOARD OF DIRECTORS
Amended Articles of Association
Keith Silverang, CEO, tel. +358 40 566 7785
Pertti Huuskonen, Chairman of the Board, tel. +358 46 712 0065
NASDAQ OMX Helsinki Ltd
Major news media
ATTACHMENT: ARTICLES OF ASSOCIATION OF TECHNOPOLIS PLC
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
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
At the meeting the following matters will be presented:
1. the financial statements and Board of Directors' Report,
2. the auditor's report,
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,
8. the members of the Board
9. the chairman and vice chairman of the Board,
10. the auditor and possible deputy auditor, and
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.