Stock Exchange Releases

PUBLIC QUOTATION OF TECHNOPOLIS 2001C- STOCK OPTIONS AND SHARES SUBSCRIBED WITH STOCK OPTIONS IN DEC

Published: 2005-01-13 14:15:00 CET
Technopolis Oyj – Company Announcement
PUBLIC QUOTATION OF TECHNOPOLIS 2001C- STOCK OPTIONS AND SHARES SUBSCRIBED WITH STOCK OPTIONS IN DEC
TECHNOPOLIS PLC  STOCK EXCHANGE ANNOUNCEMENT 13.1.2005 at 3.15 pm


PUBLIC QUOTATION OF TECHNOPOLIS 2001C- STOCK OPTIONS AND SHARES
SUBSCRIBED WITH STOCK OPTIONS IN DECEMBER

Technopolis Plc applies for public quotation of the 2001C- stock
options on the main list of the Helsinki Exchanges so that the
quotation commences on 20 January 2005. Before the quotation the
C- stock options will be merged in the quoted 2001A/B- stock
options.

The total number of C- stock options is 150,000. Each C- stock
option entitles its holder to subscribe for 2.6667 Technopolis
Plc shares. If the number of shares that will, concurrently be
subscribed for by virtue of stock options should be a fraction,
the fractional part shall not be taken into account. In the
aggregate, the C- stock options entitle holders to subscribe for
a maximum of 400,005 shares.

The present share subscription price with stock options is EUR
1.69/share.

The share subscription period with C- stock options has commenced
on 31 October 2004 and will end on 30 April 2007.

A total of 15,999 Technopolis Plc shares have been subscribed
with Technopolis Plc 2001- stock options in December 2004.


Oulu, 13 January 2005

TECHNOPOLIS PLC



Pertti Huuskonen
President and CEO

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

Distribution:
Helsinki Exchanges
Main news media
www.technopolis.fi

Encl.

OPTIONS FOR KEY PERSONNEL IN TECHNOPOLIS PLC IN 2001

The Annual General Meeting of Technopolis Plc decided on March
23, 2001 on the issue of options to key personnel of Technopolis
or its subsidiaries on the following terms and conditions:

I  TERMS AND CONDITIONS OF OPTIONS

1. Number of options

A maximum of 600,000 options will be offered for subscription,
entitling their holders to subscribe for a maximum of 600,000
shares of Technopolis with a book counter value of EUR 1.69 per
share. The options will be divided into 150,000 A options,
150,000 B options, 150,000 C options and 150,000 D options. A
maximum of 150,000 options may be offered to the company's
President and CEO for subscription in the subscription period.

2. Issue of options

The options will be issued in the book entry system. The Board
will decide on the procedure and schedule related to this.

3. Subscription rights

Options will be offered, in deviation from the pre-emptive
subscription rights of shareholders, as a consideration to key
personnel of Technopolis and/or its subsidiaries in the way
decided by the Board of Technopolis. Some options may also be
offered for subscription to Technopolis Hitech Oy, a subsidiary
of Technopolis. Technopolis Hitech Oy may later surrender its
subscribed options to key personnel who are entitled to subscribe
in the way approved by the Board of Technopolis. Technopolis
Hitech Oy is not entitled to subscribe for Technopolis shares
with the options in its possession.

It is proposed to disapply the pre-emptive subscription rights of
shareholders because the options are intended to be part of the
incentive and commitment system for key personnel of the Group.
There is therefore an important financial reason for the company
to disapply the pre-emptive subscription rights.

4. Subscription period for options

The subscription period of the options will begin on March 28,
2001 and end on June 20, 2001.

5. Subscription and payment of options

Technopolis will give written notification of the offering of
options to those entitled to subscribe. Upon accepting the
company’s offer the person entitled to subscribe will subscribe
for the options during a subscription period notified in a
separately prepared subscription schedule. The subscription will
occur in the headquarters of Technopolis in Oulu or in another
place to be notified later by the company.

The options will be surrendered without payment.

6. Acceptance of subscriptions

The Board of the company will decide on the acceptance of
subscriptions. The acceptance will be notified in writing to the
subscriber.

If those entitled to subscribe do not subscribe for some or all
of the options offered to them, and if the unsubscribed options
are not offered to Technopolis Hitech Oy for subscription, the
left-over options will remain unused and will become null and
void.

7. Surrender and transfer of options

The options may not be pledged or surrendered to a third party
without a written permit given by the Board of the company before
the share subscription period based on them has begun. The
options are freely transferable when the respective share
subscription period has begun. Before the beginning of the share
subscription period, the options may not, without a written
permit given by the Board, be transferred other than by
inheritance or testament. This restriction on transfer will be
registered in the book entry system to apply to all options.

8. Obligation to offer options

If the employment, assignment or service relationship of the
subscriber to Technopolis or its subsidiary terminates before
October 31, 2005 for reason other than the death or retirement of
the subscriber, he must without delay offer as a consideration to
the company all those options for which the share subscription
period according to Section II.2 has not begun on the date of
terminating the employment, assignment or service relationship.
The company will have the right, regardless of whether the
options have been offered to the company or not, to seek and gain
transfer of the options referred to in this section from the
subscriber’s book entry account to the book entry account of its
choosing.

II Terms and conditions of share subscription

1. The right to subscribe for new shares

Each option gives the right to subscribe for one (1) share of
Technopolis with a book counter value of EUR 1.69. The share
capital of Technopolis may not, as a result of the subscriptions,
be raised by more than 600,000 new shares, i.e. by EUR 1,014,000.

2.Subscription and payment of shares

The share subscription periods will begin:
- A options                         31.10.2002,
- B options                         31.10.2003,
- C options                         31.10.2004,
- D options                         31.10.2005.

The share subscription periods will end for all options on April
30, 2007.

Share subscription will occur by paying the subscription price to
the bank account designated by Technopolis. After this and within
one week the subscriber must send a written notice to the Board
of  Technopolis informing them of the subscription and including
a signed application to register the shares in the subscriber’s
book entry account.

3. The subscription price of the shares

The share subscription price for all options is EUR 3.00. The
subscription price is the trade weighted average price of the
Technopolis share in the Helsinki Exchanges in January 2001
rounded upwards to the nearest ten cents. The amount of dividends
distributed after issue of the options will be deducted from the
share subscription price. This adjustment will be made on each
record date for dividend distribution. However, the share
subscription price will always be at least the book counter value
of the share at the moment of share subscription.

4. Share registration

Subscribed and fully paid shares will be registered in the
subscriber’s book entry account.

5. Share and shareholder rights

The shares will entitle their holders to dividends for the
financial year during which the shares were subscribed. All other
rights will begin when the share subscription has been registered
in the trade register.

6. Issues of shares, convertible bonds, bonds with warrants, and
options before share subscription.

Should the company, before share subscription, raise the share
capital by a rights issue, or issue new convertible bonds or
bonds with warrants or options, the option holder will have the
same or equal right with the shareholder. Such equal right will
be exercised as decided by the Board in such a way that the
number of shares to be subscribed, the subscription prices, or
both, will be changed.

Should the company, before share subscription, raise its share
capital by a bonus issue, the subscription ratio will be changed
in such a way that the relative proportion in the share capital
of the shares to be subscribed for on the basis of the options
will remain unchanged. If the new number of shares to be
subscribed for with one option is a fraction the fraction will be
taken into account by lowering the subscription price.

7. Rights of the option holder in certain special cases

If the company, before share subscription , lowers its share
capital the subscription right of the option holder will be
correspondingly changed in the way described in more detail in
the decision to lower the share capital.

If the company, before share subscription, is put into
liquidation the option holder will be reserved an opportunity to
use his subscription right in accordance with the options during
a period decided by the board before the beginning of
liquidation.

If the company decides to merge as the merged company into
another company or into a company to be formed in a combination
merger or to be divided, the option holder will have the right to
subscribe for the shares during a period decided by the Board
before the merger or division. After this, the subscription right
will no longer exist. If the company is the recipient company in
a merger, the terms of the share subscription will remain the
same.

In a situation of liquidation, or in a merger other than when the
company is the recipient company, or when the whole company or
its substantial part is sold, some or all of the options will be
transferred, converted or exchanged by the successor or possible
recipient company. This transfer, conversion or exchange is
binding on all subscribers. If the successor or possible
recipient company does not transfer, convert, exchange or
compensate the options in the above described way, these options
can be used in their entirety for share subscription before the
beginning of liquidation or the final execution of merger or sale
in the period decided by the Board and on the terms and
conditions determined by the Board. After this, the subscription
right will no longer exist.

If the company, after the beginning of the share subscription
period, decides to acquire its own shares by an offer made to all
shareholders, an equal offer must be made to the option holder.
Otherwise the acquisition of the company’s own shares does not
require any actions from the company towards the option holder.

If, before the beginning of the share subscription period, a
situation arises according to Section 19 of Chapter 14 of the
Companies Act in which a shareholder has more than 90% of the
company’s shares and votes and thus a right and obligation to
redeem the remaining shares, the option holder will be reserved
the opportunity to use his subscription right within the period
decided by the Board. If the shareholder who is entitled to
redemption does not redeem the options, the option holder will
immediately have the right to subscribe for the company’s shares
with all his options regardless of whether the share subscription
period for options has begun.

The change of the company from a public limited company to a
private limited company will not cause any change in the option
terms and conditions.

If the book counter value of the share changes before the share
subscription in such a way that the share capital remains as
before, the subscription terms will change so that the combined
book counter value of the shares to be subscribed and the
combined subscription price will remain as before.

8. Applicable law and settlement of disputes

Finnish law  will be applied to this option program. All disputes
concerning this option program will be settled by arbitration
using one arbitrator in accordance with the rules of the
arbitration committee of the Central Chamber of Commerce.
Arbitration will take place in the City of Oulu and the language
to be used will be Finnish.

9. Other matters

The Board of the company will decide on other matters concerning
options. Documents concerning the options program are available
for viewing at the company headquarters in Oulu.

----

The Board of Directors decided to amend the Terms and Conditions
of the Stock Options due to the rights offering decided on 20
February 2002, so that the number of shares to be subscribed by
virtue of stock options will be amended from one (1) share to
1.25 shares. If the number of shares that will, concurrently be
subscribed for by virtue of stock options should be a fraction,
the fractional part shall not be taken into account.

The share subscription price of stock options will be amended
from EUR 2.75 to EUR 2.72. According to the Terms and Conditions
of the Stock Options, the amount of dividends will be deducted
from the share subscription price, as per the dividend record
date. Next time the share subscription price shall be deducted by
the amount of dividends decided by the Annual General Meeting of
Shareholders to be held on 2002.

----

The Board of Directors decided to amend the Terms and Conditions
of the Stock Options due to the bonus issue decided on 21
December 2004, so that the number of shares to be subscribed by
virtue of stock options will be amended from 1,25 shares to
2.6667 shares. If the number of shares that will, concurrently be
subscribed for by virtue of stock options should be a fraction,
the fractional part shall not be taken into account.

The share subscription price of stock options will be amended
from EUR 1.97 to EUR 1.69 per share.