Technopolis Plc’s Notice to the Extraordinary General Meeting
TECHNOPOLIS PLC STOCK EXCHANGE RELEASE October 11, 2013 at 1.50 p.m.
Technopolis Plc’s Notice to the Extraordinary General Meeting
Notice is given to the shareholders of Technopolis Plc to the Extraordinary General Meeting to be held on Friday, 1 November 2013 at 2.00 p.m. at the address Tekniikantie 12 (Innopoli I), Espoo, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 1.30 p.m.
A. Matters on the agenda of the General Meeting
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Authorizing the Board of Directors to decide on the issuance of shares
The Board of Directors proposes that the Extraordinary General Meeting would resolve on authorizing the Board of Directors to decide on issuance of new shares against payment.
The proposed authorization entitles the Board of Directors to issue an aggregate maximum of 45,500,000 shares by one or several decisions. The proposed maximum amount corresponds to approximately 60 per cent of all the current shares of the company.
The new shares are issued to the company’s shareholders in proportion to their current shareholding (rights issue).
The Board of Directors is authorized to decide on any other matters related to the share issue.
The authorization is proposed to be valid until the end of next Annual General Meeting however, no later than until 30 June 2014. The authorization revokes the authorization to decide on the issuance of shares as well as the issuance of special rights entitling to shares given by the Annual General Meeting on 27 March 2013.
7. Closing of the meeting
B. Documents of the General Meeting
The proposal on the agenda of the Extraordinary General Meeting, this notice, and the documents referred to in Chapter 5, Section 21 of the Finnish Limited Liability Companies Act, are available on Technopolis Plc’s website at www.technopolis.fi. The documents mentioned above are also available at the General Meeting and copies of these documents and of this notice will be sent to shareholders up on request. The minutes of the General Meeting will be available on the above-mentioned website as of 15 November 2013 at the latest.
C. Instructions for the participants in the General Meeting
1. Shareholders registered in the shareholders’ register
Each shareholder, who is registered on 22 October 2013 in the shareholders’ register of the company held by Euroclear Finland Ltd., has the right to participate in the General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the company.
A shareholder, who is registered in the shareholders’ register of the company and wants to participate in the General Meeting, shall register for the meeting no later than by Friday 29 October 2013 by 10.00 a.m. by giving a prior notice of participation, which has to be received by the company no later than at the above-mentioned time. Such notice can be given:
- on the company’s website
- by e-mail firstname.lastname@example.org
- by telephone to the number +358 46 712 0000 from Monday to Friday between 9.00 a.m. and 4.00 p.m. or
- by regular mail to the address Technopolis Plc/EGM, Energiakuja 3, 00180 Helsinki, Finland.
In connection with the registration, a shareholder shall notify his/her name, personal identification number or business identity code, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Technopolis Plc is used only in connection with the General Meeting and with the processing of related registrations.
The shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation at the General Meeting.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares, based on which he/she on 22 October 2013 would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd. at the latest by 29 October 2013, by 10.00 a.m. As regards nominee registered shares this constitutes due registration for the General Meeting.
A holder of nominee registered shares is advised to request without delay the necessary instructions regarding the registration in the temporary shareholder’s register, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank. The account management organization of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the Extraordinary General Meeting, into the temporary shareholders’ register of the company at the latest by the time stated above.
Further information on the General Meeting and participation in the General Meeting is available on the company’s website at https://www.technopolis.fi/en/about-us/investors/corporate-governance/general-meeting/
3. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. If a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.
Possible proxy documents should be delivered in originals to the address Technopolis Plc/EGM, Energiakuja 3, 00180 Helsinki, Finland, before the end of the registration period.
4. Other information
Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the meeting.
On the date of this notice to the General Meeting 11 October 2013, the total number of shares in Technopolis Plc is 75,901,834 and the total number of votes they represent is 75,901,834.
Helsinki on 11 October 2013
BOARD OF DIRECTORS
Keith Silverang, CEO, tel. +358 40 566 7785
Carl-Johan Granvik, Chairman of the Board, tel. +358 50 1698
NASDAQ OMX Helsinki Ltd
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