Technopolis plc: decisions of the Annual General Meeting of Technopolis Plc
TECHNOPOLIS PLC STOCK EXCHANGE RELEASE 27 March 2012 at 15:05
Technopolis plc: decisions of the Annual General Meeting of Technopolis Plc
The Annual General Meeting of Technopolis Plc was held on 27 March 2012, beginning at 13.00 at the address Tekniikantie 12 (Innopoli I), Espoo, Finland. The Annual General Meeting approved the annual accounts for the financial year 2011 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 30 March 2012 are recorded in the shareholders’ register of the company held by Euroclear Finland Ltd. The dividend shall be paid on 11 April 2012.
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, Carl-Johan Granvik, Pertti Huuskonen, 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 2012. If the remuneration cannot be paid as shares in the company, it will be paid fully in cash. 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 form a Shareholders’ Nominating Committee
The General Meeting decided to form a Nominating Committee to prepare proposals on the composition and remuneration of the Board of Directors to the next Annual General Meeting. The Nominating Committee shall be composed of three members representing the three largest shareholders, who may not be members of the Board of Directors, and the Chairman of the Board of Directors acting as an expert member and secretary of the committee. The member appointed by the largest shareholder shall act as chairman of the committee.
The right to nominate members representing shareholders belongs to the three shareholders who hold the largest share of all the votes in the company on 1 October preceding the next Annual General Meeting. Should a shareholder not wish to use its nomination right, the right to nominate is transferred to the next largest shareholder, who otherwise would not have the right to nominate a representative.
The largest shareholders are determined based on their registered shareholdings in the Finnish book-entry system. However, holdings by a shareholder, who under the Finnish Securities Markets Act is obliged to report certain changes in holdings (shareholder with a flagging obligation), shall be combined if the shareholder notifies the company’s Board of Directors in writing of such demand at the latest two business days before the date when the right to nominate representatives is determined. The shareholding of a holder of nominee registered shares is determined based on his/her latest flagging notification.
The term of office of the Nominating Committee shall continue until a new Nominating Committee is appointed, unless the General Meeting resolves otherwise. The Nominating Committee prepares the above-mentioned proposals also for an extraordinary General Meeting, if needed.
If the shareholders who have a right to nominate representatives change after 1 October preceding the next Annual General Meeting but no later than three months before the Annual General Meeting, the new shareholders who would be entitled to nominate representatives may nominate their representatives to the Nominating Committee. The right to nominate a representative must be used at the latest three months before the Annual General Meeting. In such a situation, the number of members of the committee is correspondingly increased.
If a member of the Nominating Committee resigns or is prevented from serving on the committee, the shareholder who nominated that member has a right to nominate another representative, provided that this can be done without significantly impeding the work of the committee. If such shareholder does not nominate another representative, the next shareholder who would be entitled to nominate a representative to the committee may do so.
A person, who could not be appointed to a nomination committee of the Board of Directors according to the applicable Finnish Corporate Governance Code, cannot be appointed to the Nominating Committee. The Nominating Committee must also fulfill the requirements for independence in relation to the company set out in the Code.
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 6,338,500 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 2013.
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 other 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 12,677,000 shares, which corresponds to approximately 20 per cent of all the shares in the company.
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 Board of Directors may decide on the company’s share-based incentive schemes. However, no more than 350,000 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 authorization is effective until the end of the next Annual General Meeting, however, no longer than until 30 June 2013, and it cancels the authorization given to the Board of Directors by the General Meeting on 30 March 2011 to decide on the issuance of shares as well as the issuance of other special rights entitling to shares.
Espoo on March 27, 2012
The Board of Directors
Keith Silverang, CEO, tel. +358 40 566 7785
Carl-Johan Granvik, Chairman of the Board, tel. +358 50 1698
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