The Annual General Meeting of Technopolis Plc was held on March 29,
2007, starting at 12.00 noon, in the auditorium of Medipolis Center
in Oulu. The Annual General Meeting confirmed the consolidated and
parent company financial statements for the 2006 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 0.14 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 3, 2007. The dividends will be paid on April 12, 2007.
Board of Directors and Auditor
It was decided that there should be five members of the company's
Board of Directors. Timo Parmasuo, Chairman of Meconet Oy, was
elected as Chairman of the Board, and Matti Pennanen, Deputy Mayor
of Oulu, was elected as Vice Chairman. Pekka Korhonen, Managing
Director, OP-Eläkekassa, Erkki Veikkolainen, Managing Director,
MEVita Invest Oy, and Juha Yli-Rajala, Director of Finance and
Strategy, City of Tampere, were elected as members of the Board.
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
Amendment of the Articles of Association
The Annual General Meeting decided to amend the company's Articles
of Association. The amendments derive mainly from the new Finnish
Companies Act, effective as of September 1, 2006, and are mainly
technical in nature. The amendments are essentially as follows:
- Article 2, concerning the purpose of the company's operations,
will be deleted.
- Article 4, concerning the company's share capital and number of
shares, will be deleted as unnecessary.
- Article 7, concerning the signing of the company's business name,
will be amended to correspond with the wording of the new Companies
Act. At the same time, the reference to appointing proxies by
decision of the Board will be deleted as this arises directly from
the law, and a reference will be added authorizing the Board to
issue rights of representation.
- Article 10, concerning notice of a general meeting, will be
amended to the effect that the earliest date for publishing the
notice is three months prior to the general meeting instead of the
current four weeks.
- The matters to be handled at the Annual General Meeting will be
revised to correspond with the amended legislation (Article 11).
- With respect to Article 12, concerning the book-entry system, the
reference concerning the notification date will be deleted as
- Article 13, concerning the record date procedure, will be deleted
- Article 15, concerning the application of the Companies Act, will
be deleted as unnecessary.
- The numbering of the Articles of Association will be revised to
correspond with the above amendments.
The amended Articles of Association are attached to this stock
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
The maximum number of the company's own shares that can be acquired
shall be 4,000,000 shares, equivalent to approximately 9.86 % of
the company's total shares. Under the authorization, the company's
own shares may only be acquired using unrestricted equity.
The company's own shares may be acquired at a price arrived at in
public trading on the date of acquisition, or at a price otherwise
established on the market.
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 shall be valid until May 31, 2008.
The proposal of the Board of Directors to authorize the Board 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
The maximum number of shares to be issued pursuant to the
authorization shall be 8,000,000 shares, equivalent to
approximately 19.73 % of the company's total shares.
The Board of Directors shall be authorized to decide on all terms
and conditions of the share issue and the granting 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 granting of special
rights giving entitlement to shares may be offered to certain
The authorization shall be valid until May 31, 2008.
Issuing of stock options
The Annual General Meeting decided on the issuing of stock options
to key personnel in the Technopolis Group as follows.
The company has weighty financial reasons to issue stock options,
because the options are intended to be part of the incentive and
commitment program for key personnel.
The number of stock options shall be 1,650,000 at maximum.
The options shall entitle their holders to subscribe for a maximum
of 1,650,000 shares of the company. The shares that can be
subscribed on the basis of the options now to be issued will
represent an aggregate maximum of 3.9 % of the company's shares and
voting power after the share subscription, given that all the
options are exercised.
The subscription price of shares subscribed with the stock options
shall be based on the prevailing market price of the Technopolis
Plc share on the Helsinki Stock Exchange in April 2007, April 2008
and April 2009.
The share subscription price shall be recognized in the paid-up
unrestricted equity reserve.
The share subscription periods for the stock options are as
follows: for 2007A options, May 1, 2010 - April 30, 2012; for 2007B
options, May 1, 2011 - April 30, 2013, and for 2007C options, May
1, 2012 - April 30, 2014.
Related to the year 2007 stock options is a share ownership
program, by which the Group's top management is obligated, by means
decided upon in conjunction with the Board of Directors' decision
on the distribution of options, to acquire the company's shares
with part of the income derived from the options.
The terms and conditions of the year 2007 stock options are
Canceling stock options
The Annual General Meeting decided to cancel the 436,000 stock
options of the 2005C program issued on March 22, 2005.
It was reported in the President and CEO's review at the Annual
General Meeting that the City of Helsinki is expected to begin
consideration of the land lease for the first stage of the
Ruoholahti technology center in April, and that the plans for the
Lappeenranta City Center and St. Petersburg Pulkovo technology
centers are progressing as forecast.
Oulu, March 29, 2007
President and CEO
For further information, please contact:
Pertti Huuskonen, tel., +358 8 551 3213 or +358 400 680 816
Attachments: Articles of Association, and Terms and Conditions of
Technopolis Plc Stock Options 2007
Helsinki Stock Exchange
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
The term of the Board members expires at the end of the Annual
General Meeting that first follows 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
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 jointly.
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
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 May.
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
5. the release from liability of the members of the Board and the
President and CEO,
6. the compensation of the Board members,
7. the number of 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.
TECHNOPOLIS PLC STOCK OPTIONS 2007
At its meeting on March 8, 2007, the Board of Directors of
Technopolis Plc (Board of Directors) resolved to propose to the
Annual General Meeting of Technopolis Plc (the Company) to be held
on March 29, 2007 that stock options be issued to the key personnel
of the Company and its subsidiaries (the Group) on the following
terms and conditions:
I STOCK OPTION TERMS AND CONDITIONS
1. Number of Stock Options
The maximum total number of stock options issued shall be
1,650,000, and they shall entitle their owners to subscribe for a
maximum total of 1,650,000 shares in the Company.
2. Stock Options
Of the stock options, 500,000 shall be marked with the symbol
2007A, 550,000 shall be marked with the symbol 2007B and 600,000
shall be marked with the symbol 2007C.
The Board of Directors shall send the recipients of the stock
options a written notification about the offer of stock options.
The stock options shall be delivered to each recipient when he or
she has accepted the offer of the Board of Directors.
3. Right to Stock Options
The stock options shall be issued gratuitously to the Group key
personnel. The Company has a weighty financial reason for the issue
of stock options, since the stock options are intended to form part
of the Group's incentive and commitment program for the Group key
4. Distribution of Stock Options
The Board of Directors shall decide upon the distribution of the
stock options to the key personnel employed by or to be recruited
by the Group. The Board of Directors shall also decide upon the
further distribution of the stock options returned later to the
The stock options shall not constitute a part of employment or
service contract of a stock option recipient, and they shall not be
regarded as salary or fringe benefit. Stock option recipients shall
have no right to receive compensation on any grounds, on the basis
of stock options, during employment or service or thereafter. Stock
option recipients shall be liable for all taxes and tax-related
consequences arising from receiving or exercising stock options.
5. Transfer and Forfeiture of Stock Options
The Company shall hold the stock options on behalf of the stock
option owner until the beginning of the share subscription period.
The stock options can freely be transferred and pledged, when the
relevant share subscription period has begun. The Board of
Directors may, however, permit the transfer of stock options also
before such date. Should the stock option owner transfer his/her
stock options, such person is obliged to inform the Company about
the transfer in writing, without delay.
Should a stock option owner cease to be employed by or in the
service of the Group, for any reason other than the death or the
statutory retirement of a stock option owner, such person shall,
without delay, forfeit to the Company or its order, free of charge,
the stock options for which the share subscription period specified
in Section II.2 has not begun, on the last day of such person's
employment or service. The Board of Directors can, however, in the
above-mentioned cases, decide that the stock option owner is
entitled to keep such stock options, or a part of them.
Should the stock options be transferred to the book-entry
securities system, the Company shall have the right to request and
get transferred all forfeited stock options from the stock option
owner's book-entry account to the book-entry account appointed by
the Company, without the consent of the stock option owner. In
addition, the Company shall be entitled to register transfer
restrictions and other respective restrictions concerning the stock
options to the stock option owner's book-entry account, without the
consent of the stock option owner.
II SHARE SUBSCRIPTION TERMS AND CONDITIONS
1. Right to subscribe for Shares
Each stock option entitles its owner to subscribe for one (1) share
in the Company. The share subscription price shall be entered into
the paid-up unrestricted equity reserve.
2. Share Subscription and Payment
The share subscription period shall be
- for stock option 2007A 1 May 2010 - 30 April 2012
- for stock option 2007B 1 May 2011 - 30 April 2013
- for stock option 2007C 1 May 2012 - 30 April 2014.
Share subscriptions shall take place at the head office of the
Company or possibly at another location and in the manner
determined later. Upon subscription, payment for the shares
subscribed for, shall be made to the bank account appointed by the
Company. The Board of Directors shall decide on all measures
concerning the share subscription.
3. Share Subscription Price
The share subscription price shall be:
- for stock option 2007A, the trade volume weighted average
quotation of the share on the Helsinki Stock Exchange during 1
April-30 April 2007
- for stock option 2007B, the trade volume weighted average
quotation of the share on the Helsinki Stock Exchange during 1
April-30 April 2008
- for stock option 2007C, the trade volume weighted average
quotation of the share on the Helsinki Stock Exchange during 1
April-30 April 2009.
If the dividend ex date falls on the period for determination of
the share subscription price, such dividend shall be added to the
trading prices of the share trading made after the dividend ex
date, when calculating the trade volume weighted average quotation
of the share. The proceedings shall be similar, if the Company
distributes funds from the non-restricted equity fund or
distributes share capital to the shareholders.
The share subscription price of the stock options may be decreased
in certain cases mentioned in Section 7 below. The share
subscription price shall, nevertheless, always amount to at least
4. Registration of Shares
Shares subscribed for and fully paid shall be registered in the
book-entry account of the subscriber.
5. Shareholder Rights
The dividend rights of the new shares and other shareholder rights
shall commence when the shares have been entered in the Trade
If existing shares, held by the Company, are given to the
subscriber of shares, the subscriber shall be entitled to dividend
and other shareholder rights when the shares have been subscribed
6. Share Issues, Stock Options and other special Rights entitling
to Shares before Share Subscription
Should the Company, before the share subscription, decide on an
issue of shares or an issue of new stock options or other special
rights entitling to shares, a stock option owner shall have the
same right as, or an equal right to, that of a shareholder.
Equality is reached in the manner determined by the Board of
Directors by adjusting the number of shares available for
subscription, the share subscription price or both of these.
7. Rights in Certain Cases
If the Company distributes dividends or funds from the paid-up
unrestricted equity reserve, from the share subscription price of
the stock options shall be deducted the amount of the dividend or
the amount of the distributable non-restricted equity decided after
the beginning of the period for determination of the share
subscription price but before share subscription, as per the
dividend record date or the record date of the repayment of equity.
If the Company reduces its share capital by distributing share
capital to the shareholders, from the share subscription price of
the stock options shall be deducted the amount of the distributable
share capital decided after the beginning of the period for
determination of the share subscription price but before share
subscription, as per the record date of the repayment of share
If the Company is placed in liquidation before the share
subscription, the stock option owner shall be given an opportunity
to exercise his/her share subscription right, within a period of
time determined by the Board of Directors. If the Company is
deleted from the register, before the share subscription, the stock
option owner shall have the same right as, or an equal right to,
that of a shareholder.
If the Company resolves to merge with another company as merging
company or merge with a company to be formed in a combination
merger, or if the Company resolves to be demerged entirely, the
stock option owners shall, prior to the merger or demerger, be
given the right to subscribe for shares with their stock options,
within a period of time determined by the Board of Directors.
Alternatively, the Board of Directors can give a stock option owner
the right to convert the stock options into stock options issued by
the other company in the manner determined in the draft terms of
merger or demerger, or in the manner otherwise determined by the
Board of Directors, or the right to sell stock options prior to the
merger or demerger. After such period, no share subscription right
shall exist. The same proceeding applies to cross-border mergers or
demergers, or if the Company, after having registered itself as a
European Company, or otherwise registers a transfer of its domicile
from Finland into another member state. The Board of Directors
shall decide on the impact of potential partial demerger on the
stock options. In the above situations, the stock option owners
shall have no right to require that the Company redeem the stock
options from them at their market value.
Repurchase or redemption of the Company's own shares or acquisition
of stock options or other special rights entitling to shares shall
have no impact on the status of the stock option owner. If the
Company, however, resolves to repurchase or redeem its own shares
from all shareholders, the stock option owners shall be made an
If a redemption right and obligation to all of the Company's
shares, as referred to in Chapter 18 Section 1 of the Finnish
Companies Act, arises to any of the shareholders, before the end of
the share subscription period, on the basis that a shareholder
possesses over 90 % of the shares and the votes of the shares of
the Company, the stock option owners shall be given a possibility
to use their right of share subscription by virtue of the stock
options, within a period of time determined by the Board of
Directors, or the stock option owners shall have an equal
obligation to that of shareholders to transfer their stock options
to the redeemer, irrespective of the transfer restriction defined
in Section I.5 above.
III OTHER MATTERS
These terms and conditions shall be governed by Finnish law.
Disputes arising in relation to the stock options shall be settled
by arbitration in accordance with the Arbitration Rules of the
Central Chamber of Commerce.
The Board of Directors may decide on the transfer of the stock
options to the book-entry securities system at a later date and on
the resulting technical amendments to these terms and conditions,
as well as on other amendments and specifications to these terms
and conditions which are not considered essential. Other matters
related to the stock options shall be decided on by the Board of
The Company shall be entitled to withdraw the stock options which
have not been transferred, or with which shares have not been
subscribed for, free of charge, if the stock option owner acts
against these terms and conditions, or against the instructions
given by the Company on the basis of these terms and conditions, or
against applicable law, or against the regulations of the
The Company can keep stock option owners on register including
stock option owners' personal data. The Company can send
information on the stock options to the stock option owners by e-
These terms and conditions have been made in Finnish and in
English. In the case of any discrepancy between the Finnish and
English terms and conditions, the Finnish terms and conditions