Stock Exchange Releases


Published: 2005-03-22 13:30:00 CET
Technopolis Oyj – Company Announcement


The Annual General Meeting of Technopolis Plc, held on March 22,
2005, confirmed the consolidated and parent company income
statements and balance sheets for the 2004 financial year and
released those responsible for the accounts from further
liability. The Annual General Meeting decided to distribute a
dividend of EUR 0.12 per share for the financial year that ended
on December 31, 2004. The Annual General Meeting also decided to
amend the Articles of Association, grant the Board of Directors an
authorization concerning a rights offering and convertible bonds
issue, and issue stock options to key personnel.

Distribution of dividends

The Annual General Meeting approved the Board of Directors’
proposal to distribute dividends of EUR 0.12 per share, amounting
to 46 % of the group’s net profit for 2004. The dividend will be
paid to shareholders that are entered as shareholders in the
company’s shareholder register maintained by the Finnish Central
Securities Depository Ltd on the record date, March 29, 2005. The
dividends will be paid on April 5, 2005.

Board of Directors and Auditor

It was decided that the company’s Board of Directors should
comprise five members. Pertti Voutilainen, previously Vice
Chairman, was elected as Chairman of the Board, and Matti
Pennanen, Deputy Mayor of Oulu, was elected as Vice Chairman.
Juhani Paajanen, Mayor of Vantaa, Timo Parmasuo, Chairman of
Meconet Oy and Erkki Veikkolainen, Managing Director of Mevita
Invest Oy were elected as members of the Board.

The firm of Ernst & Young Oy, Authorized Public Accountants, was
chosen as the company’s auditor with Rauno Sipilä, APA, as the
responsible auditor.

Amending the Articles of Association

Article 4 of the Articles of Association was amended as follows:

The Company’s minimum capital is EUR 15,000,000 and the maximum
capital EUR 300,000,000, within which limits the share capital may
be increased or decreased without amending the Articles of

The Company has a minimum of 5,000,000 shares and a maximum of

Authorization of the Board of Directors

The Board of Directors was authorized to decide, within one year
of the Annual General Meeting granting the authorization, on the
raising of share capital by a rights offering or an issue of
convertible bonds in one or more installments. In the event of a
rights offering or issue of convertible bonds taking place, the
authorization allows the subscription of a maximum of 5,897,096
new shares with a counter book value of EUR 1.69 per share. Based
on the authorization, the share capital can be increased by a
maximum of EUR 9,966,092.24.

The authorization includes the right referred to in Chapter 4,
Section 2 of the Finnish Companies Act to deviate from
shareholders’ pre-emptive rights to subscribe for new shares or
convertible bonds, as well as the right to decide on subscription
prices, those entitled to subscribe, the subscription terms and
the terms of the convertible bonds. The shareholders’ pre-emptive
rights can be deviated from provided that the Company has
compelling financial grounds for so doing. When the share capital
is increased by a rights offering on other basis than convertible
bonds, the Board of Directors is authorized to decide that the
shares can be subscribed for in kind, using the right of set-off
or other specific terms and conditions.

Issue of stock options to key personnel

The Annual General Meeting decided that stock options be issued,
in deviation from the shareholders’ pre-emptive subscription
rights, to the key personnel of the Technopolis Group, as well as
to a wholly-owned subsidiary of Technopolis Plc. It is proposed
that the shareholders’ pre-emptive subscription rights be deviated
from since the stock options are intended to form a part of the
incentive and commitment program for the key personnel. The
purpose of the stock options is to encourage the key personnel to
work on a long-term basis to increase the shareholder value. The
purpose of the stock options is also to commit the key personnel
to the company.

The total number of stock options issued shall be 1,208,000. The
stock options shall be divided into 2005A, 2005B and 2005C stock
options and they shall be gratuitously distributed, by the
resolution of the Board of Directors, to key personnel employed by
or to be recruited by the Technopolis Group. In deciding on the
issue of stock options to key personnel, the Board of Directors
will assess each recipient’s future contribution to the
Technopolis Group. Upon issue, those stock options that are not
distributed to the key personnel shall be granted to Technopolis
Hitech Oy, a wholly owned subsidiary of Technopolis Plc.

The share subscription price for stock option 2005A shall be the
trade volume weighted average quotation of the Technopolis Plc
share on the Helsinki Stock Exchange between April 1 and April 30,
2005 with an addition of ten (10) per cent, for stock option 2005B
the trade volume weighted average quotation of the Technopolis Plc
share on the Helsinki Stock Exchange between April 1 and April 30,
2006 with an addition of ten (10) per cent and for stock option
2005C the trade volume weighted average quotation of the
Technopolis Plc share on the Helsinki Stock Exchange between April
1 and April 30, 2007 with an addition of ten (10) per cent. After
the end of the period for determination of the subscription price
but before share subscription, the amount of the dividend as per
the record date shall be deducted from the share subscription
price of the stock options.

The share subscription periods shall be as follows: for the 2005A
stock options June 1, 2007 - April 30, 2010; for the 2005B stock
options June 1, 2008 - April 30, 2010; and for the 2005C stock
options June 1, 2009 - April 30, 2010.

As a result of the subscriptions made with the 2005 stock options,
the share capital of Technopolis Plc may be increased by a maximum
of EUR 2,041,520 and the number of shares by a maximum of
1,208,000 new shares.

Some of the persons entitled to the stock options are insiders of
the company. Currently, the total share ownership of such persons
does not exceed 0.2 % of the company’s shares and voting rights.

The percentage of shares that can be subscribed for on the basis
of the stock options now to be issued will be 3.9 % of the
company’s shares and voting rights after the share capital

The stock option scheme involves a share ownership plan, by which
persons in the senior management will be obliged, in the way
decided by the Board in connection with their distribution
decision, to acquire the company’s shares with a proportion of the
income gained from the stock options. The key personnel must own
the acquired shares for at least two years and the President and
CEO must own the acquired shares for as long as he serves as
President and CEO.

Oulu, March 22, 2005


Pertti Huuskonen
President and CEO

For further information, please contact:
Pertti Huuskonen, tel. +358 8 551 3213 or +358 400 680 816

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