Technopolis - Decisions of annual general meeting
ANNUAL GENERAL MEETING OF TECHNOPOLIS PLC HAS BEEN HELD
The Annual General Meeting of Technopolis Plc was held on March 27, 2008,
starting at 12.30 p.m., in the auditorium of Technopolis Innopoli in Espoo. The
Annual General Meeting confirmed the consolidated and parent company financial
statements for the 2007 financial year and released the company's management
from further liability.
Dividend and distribution of dividends
The Annual General Meeting approved the Board of Directors' proposal to
distribute a dividend of EUR 0.15 per share. The dividend will be paid to
shareholders registered as shareholders in the company's shareholder register
maintained by the Finnish Central Securities Depository Ltd by the dividend
record date, April 1, 2008. The dividends will be paid on April 8, 2008.
Amendment of the Articles of Association
The Annual General Meeting decided to amend the second paragraph of Article 3
of the Articles of Association, concerning the term of the Board of Directors,
"The term of Board members shall expire no later than at the end of the Annual
General Meeting held in the second financial year after their election."
Board of Directors' election, full-time Chairman and compensation
It was decided to elect six members to the company's Board of Directors. Jussi
Kuutsa, Matti Pennanen, Timo Ritakallio, Erkki Veikkolainen and Juha Yli-Rajala
were elected for a term that begins at the close of the General Meeting
deciding on their election and expires at the close of the subsequent Annual
Pertti Huuskonen was elected as the full-time Chairman of the Board for a term
that will begin when the company's next President and CEO has been entered in
the Trade Register and will expire at the close of the Annual General Meeting
held in the second financial year following his election.
Timo Parmasuo was elected as the Chairman of the Board for a term that begins
at the close of the General Meeting deciding on his election and expires at the
beginning of Pertti Huuskonen's term. Matti Pennanen was elected as the Vice
Chairman of the Board.
The meeting decided that the company's Board of Directors would draw up a
separate contract with Pertti Huuskonen, that would grant him principally the
same fringe and other benefits he would have received as the President and CEO
of the company, including the right to retain and use the options granted to
him as the President and CEO and the right to receive 140,000 new options under
the 2007C program during his term as Chairman. Huuskonen's total monetary
compensation would be EUR 339,000 per annum.
The meeting decided that the other members of the company's Board would be paid
annual compensation as follows: the Chairman EUR 46,000, the Vice Chairman EUR
30,000 and the other members EUR 25,000. In addition, the Chairman of the Board
would be paid EUR 1,200 per meeting and the Vice Chairman and other members EUR
600 per meeting.
The firm of KPMG Oy Ab, Authorized Public Accountants, was chosen as the
company's auditor with Tapio Raappana, APA, as the responsible auditor. It was
decided that the auditor be paid per invoice.
Authorization of the Board to acquire the company's own shares
The Annual General Meeting decided to authorize the company's Board of
Directors to decide on acquiring the company's own shares as follows:
The maximum number of the company's own shares that can be acquired shall be
4,000,000 shares, equivalent to approximately 9.07 % of the company's total
shares. Under the authorization, the company's own shares may be acquired only
with unrestricted equity.
The company's own shares may be acquired at the price arrived at in public
trading on the date of acquisition, or at a price otherwise established on the
The Board of Directors shall decide on how the shares are to be acquired.
Derivatives may be used in the acquisition. Shares may be acquired in deviation
from the proportional holdings of shareholders (directed acquisition).
The authorization revokes the authorization given by the Annual General Meeting
of March 29, 2007.
The authorization shall be valid until May 31, 2009, at the latest.
Authorization of the Board of Directors to decide on a share issue and on the
granting of stock options and other special rights giving entitlement to shares
The Annual General Meeting decided to authorize the Board of Directors to
decide on a share issue and on the issuing of stock options and other special
rights giving entitlement to shares, as specified in Chapter 10, Section 1 of
the Companies Act, on the following conditions.
The maximum number of shares to be issued pursuant to the authorization shall
be 8,000,000 shares, equivalent to approximately 18.14 % of the company's total
The Board of Directors shall be authorized to decide on all terms and
conditions of the share issue and the issuing of special rights giving
entitlement to shares. The authorization shall concern both the issuing of new
shares and the conveyance of the company's own shares. The share issue and the
issuing of special rights giving entitlement to shares may be offered to
certain parties. The authorization does not revoke the authorization given by
the General Meeting on November 29, 2007 to decide on the issuing of shares as
well as on the issuing of stock options and other special rights giving
entitlement to shares.
The authorization shall be valid until May 31, 2009, at the latest.
In his annual review presented at the Annual General Meeting, the President and
CEO noted that Technopolis's construction projects in Helsinki, Vantaa, Oulu,
Tampere and Lappeenranta were advancing favorably. A good two thirds of the
approximate total of 27,000 square meters has already been rented. The company
also has significant development projects in all of its places of operation in
Finland's growth centers and in St. Petersburg in Russia. It is estimated that
the preparation of the plot for the first stage of the Pulkovo technology park
in St. Petersburg will begin in summer 2008 and that the conditions for
commencing construction will be met during 2008. The company's estimated figure
for growth in net sales and EBITDA for the current year was also revised at the
Annual General Meeting to 16-20 % compared with the previous year.
Oulu, March 27, 2008
President and CEO
For further information, please contact:
Pertti Huuskonen, tel. +358 (0)8 551 3213 or +358 (0)400 680 816
Attachment: Articles of Association
OMX Nordic Exchange Helsinki
Main news media
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 Board members shall expire no later than at the end of the Annual
General Meeting held in the second financial year after their election.
4 § The company has a President and CEO elected by the Board.
5 § The company's business name may be signed by the Chairman of the Board and
the President and 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 will be published in the Kaleva
newspaper and in the Helsingin Sanomat newspaper no more than three months and
no less than seventeen (17) days before the 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
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 release from liability of the members of the Board and the President and
6. the compensation of the Board members,
7. the number of the 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.