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NOTICE TO THE GENERAL MEETING

Technopolis - Notice to convene annual general meeting 
TECHNOPOLIS PLC      STOCK EXCHANGE BULLETIN February 26, 2009 16.15


NOTICE TO THE GENERAL MEETING

Notice is given to the shareholders of Technopolis Plc of the annual general
meeting to be held on Thursday, 26 March 2009 at 13.00 p.m. at the address
Elektroniikkatie 3, 90570 Oulu, Finland. The reception for persons who have
registered for the meeting will commence at 12.30 p.m. 


A.  THE AGENDA OF THE GENERAL MEETING

At the general meeting, the following items will be considered:

1. Opening of the meeting

2. Call to order

3. Election of persons to audit the minutes and to supervise the counting of
votes 

4. Confirmation of the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the financial reports, the report of the board of directors
and the auditor's report for the year 2008 

7. Approval of the 2008 financial reports

8. Decision as to the use of the profits shown on the balance sheet and the
payment of dividends 

The board of directors proposes that a dividend of EUR 0.12 per share be paid
from the distributable assets of the parent company. The dividend shall be paid
to shareholders who on the dividend record date 31 March 2009 are recorded in
the shareholders' register held by Euroclear Finland Ltd (former Finnish
Central Securities Depository Ltd). The dividend shall be paid on 7 April 2009. 

9. Decision as to the discharge of the members of the board of directors and
the CEO from liability 

10. Decision as to the remuneration of the members of the board of directors

Shareholders representing approximately 39 per cent of the shares in the
company propose that duly elected members of the board of directors, excluding
the full-time chairman of the board of directors, Mr. Pertti Huuskonen, be paid
the following annual remuneration for the term of office expiring at the end of
the annual general meeting 2010: 

To the vice chairman of the board of directors EUR 30,000 and
To the other members of the board of directors EUR 25,000 each.

Not more than half of the annual remuneration can be paid in Technopolis Plc
shares, or in cash so that a member of the board is obligated to acquire shares
in the company, in such manner that a member of the board of directors may not
transfer shares received as annual remuneration before his/her term of office
as a member of the board of directors has expired. 

The above-mentioned shareholders furthermore propose that for participation in
the meetings of the board of directors shall, in addition to the annual
remuneration, a fee of EUR 600 per meeting shall be paid to each member of the
board of directors and that the travel expenses of the members of the board of
directors shall be compensated in accordance with the company's travel
compensation regulations. 

The above-mentioned shareholders note that the annual general meeting of the
company has on 27 March 2008 elected Mr. Pertti Huuskonen full-time chairman of
the board of directors for a term of office that has commenced on 15 September
2008 (when the new CEO of the company was registered in the Trade Register) and
expires at the end of the annual general meeting of 2010. The board of
directors of the company has, in accordance with the decision of the
above-mentioned general meeting, concluded a separate contract (“Remuneration
Contract”) with Mr. Huuskonen concerning his remuneration and benefits for the
above-mentioned term of office. The above-mentioned shareholders propose that
Mr. Huuskonen be paid remuneration in accordance with the Remuneration Contract
for a period commencing at the end of the annual general meeting of 2009 and
expiring at the end of the annual general meeting of 2010, however, so that the
monetary compensation paid to Mr. Huuskonen be reduced in accordance with his
own cost saving initiative by 15 per cent for said period. 

In order to facilitate the execution of the company's internationalization
strategy and to secure the continuity of the company's leadership, the
above-mentioned shareholders furthermore propose that the board of directors of
the company be authorized to continue the Remuneration Contract with Mr. Pertti
Huuskonen under its original terms by one additional year so that it would
expire at the end of the annual general meeting of 2011. If the annual general
meeting of 2010 does not re-elect Mr. Huuskonen as the full-time chairman for
the term commencing at that time, or if his chairmanship ends before the annual
general meeting of 2011, he will be available for the company as a full-time
advisor until the annual general meeting of 2011. 

11. Decision as to the number of members of the board of directors

Shareholders representing approximately 39 per cent of the shares in the
company propose that the board of directors shall comprise six (6) members. 

12. Election of members of the board of directors

Shareholders representing approximately 39 per cent of the shares in the
company propose to the general meeting that for a term of office expiring at
the end of the annual general meeting of 2010, 

Mr. Jussi Kuutsa,
Mr. Matti Pennanen,
Mr. Timo Ritakallio, and
Mr. Erkki Veikkolainen be re-elected members of the board of directors, and that

Ms. Teija Andersen be elected a new member of the board of directors.

The above-mentioned shareholders furthermore propose that Mr. Matti Pennanen be
re-elected vice chairman of the board of directors. 

The above-mentioned shareholders note that the annual general meeting of the
company has on 27 March 2008 elected Mr. Pertti Huuskonen full-time chairman of
the board of directors for the term of office that has commenced on 15
September 2008 (when the CEO of the company was registered in the Trade
Register) and expires at the end of the annual general meeting of 2010.
According to the proposal, the board of directors would thus consist of the
above-mentioned persons as well as the full-time chairman of the board of
directors, Mr. Pertti Huuskonen, until the end of the annual general meeting of
2010. 

13. Decision as to the remuneration of the auditor

Shareholders representing approximately 39 per cent of the shares in the
company propose that the remuneration to the auditor to be elected be paid
against the auditor's reasonable invoice. 

14. Election of the auditor

Shareholders representing approximately 39 per cent of the shares in the
company furthermore propose that KPMG Oy Ab, with Mr. Tapio Raappana as
responsible auditor, be re-elected auditor of the company for a term of office
expiring at the end of the annual general meeting 2010. 

15. Proposal by the board of directors to amend the articles of association

The board of directors proposes that Section 8 of the articles of association
of the company be amended so that notice to the general meeting shall be
delivered no later than three weeks before the date of the general meeting. 

The proposal is due to the requirement of the directive of the European
Parliament and of the Council on the exercise of certain rights of shareholders
in listed companies, according to which the Member States of the European Union
shall ensure that companies issue notice to the general meeting no later than
on the 21st day before the day of the meeting. The Member States shall bring
the directive into force by 3 August 2009 at the latest. 

16. Authorizing the board of directors to decide on the repurchase of the
company's own shares 

The board of directors proposes that the board of directors be authorized to
decide on the repurchase of the company's own shares as follows. 

The amount of the company's own shares to be repurchased shall not exceed
5,700,000 shares, which corresponds to approximately 9.94 per cent of all of
the shares in the company. Only the unrestricted equity of the company can be
used to repurchase its own shares on the basis of the authorization. 

Company shares can be repurchased at a price defined in public trading on the
date of the repurchase or otherwise at a price determined by the market. 

The board of directors shall decide how own shares will be repurchased. Company
shares can be repurchased using, inter alia, derivatives. Company shares can be
repurchased otherwise than in proportion to the shareholdings of the
shareholders (directed repurchase). 

This authorization cancels the authorization given by the general meeting on 27
March 2008 to decide on the repurchase of company shares. 

The authorization is effective until 26 September 2010.

17. Authorizing the board of directors to decide on the issuance of shares as
well as the issuance of special rights entitling to shares 

The board of directors proposes to that the board of directors be authorized to
decide on the issuance of shares as well as the issuance of special rights
entitling holders 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 14,300,000 shares, which
corresponds to approximately 24.94 per cent of all of the shares in the
company. 

The board of directors shall decide on all the conditions of the issuance of
shares and of special rights entitling holders to shares. The authorization
concerns both the issuance of new shares as well as the transfer of treasury
shares. The issuance of shares and of special rights entitling holders to
shares may be carried out in deviation from the shareholders' pre-emptive
rights (directed issue). 

This authorization cancels the authorization given by the general meeting on 29
November 2007 and the authorization given by the general meeting on 27 March
2008 to decide on the issuance of shares as well as the issuance of special
rights entitling holders to shares. 

The authorization is effective until 26 March 2012. 

18. Proposal by the board of directors regarding execution of the performance
share program 2010 - 2012 

The Board of Directors proposes that the general meeting would decide on the
execution of a Performance Share Plan directed at the key personnel of the
Technopolis Group in accordance with the attached terms and conditions. 

The aim of the Plan is to combine the objectives of the shareholders and the
targets of key personnel in order to increase the value of the Company, to
commit the key personnel to the Company, and to offer them a competitive
incentive system based on holding the Company shares. 

The Plan includes three earning periods which comprise the calendar years 2010,
2011 and 2012. The Board of Directors of the Company will decide on the earning
criteria of each earning period and on targets to be established for them,
during December of each calendar year preceding each earning period. The
potential reward from the earning periods 2010, 2011 and 2012 will be paid to
the key personnel as a combination of shares and cash payments in 2011, 2012
and 2013. Shares earned on the basis of the Program, may not be assigned,
during the 2.5-year restriction period. 

The rewards to be paid on the basis of the Plan will correspond to the
approximate value of a maximum total of 800,000 Technopolis Plc shares
(including also the proportion to be paid in cash). 

19. Closing of the meeting


B.  DOCUMENTS OF THE GENERAL MEETING

The proposals of the board of directors relating to the agenda of the general
meeting as well as this notice are available on the website of Technopolis Plc
at www.technopolis.fi. Technopolis Plc's annual report, including the annual
accounts, the report of the board of directors and the auditor's report, will
be available on the above-mentioned website no later than during week 12. The
proposals of the board of directors and the annual accounts are also available
at the general meeting. Copies of these documents and of this notice will be
sent to shareholders upon request. The minutes of the general meeting will be
available on the above-mentioned website as from 9 April 2009 at the latest. 


C.  INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

1. The right to participate and registration

Each shareholder, who on the record date of the general meeting, 16 March 2009,
is registered in the company's shareholders' register held by Euroclear Finland
Ltd (former Finnish Central Securities Depository Ltd), has the right to
participate in the general meeting. A shareholder, whose shares are registered
on his/her personal book-entry account, is registered in the company's
shareholders' register. 

A shareholder, who wants to participate in the general meeting, shall register
for the meeting no later than 17 March 2009 by giving prior notice of
participation. Such notice can be given: 

a) by e-mail to the address ludmilla.johans@technopolis.fi
b) by telephone to the number +358 (0) 46 712 0011
c) by telefax to the number +358 (0) 46 712 0012 
d) by regular mail to the address Ludmilla Johans, Technopolis Oyj, Hiilikatu
3, 00180 Helsinki, Finland. 

In connection with the registration, a shareholder shall notify his/her name,
personal identification number, address, telephone number and the name of a
possible assistant. The personal data given to Technopolis Plc is used only in
connection with the general meeting and with the processing of related
registrations. 

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. 

2. Proxies and powers of attorney

A shareholder may participate in the general meeting and exercise his/her
rights at the meeting by way of a proxy. 

A proxy shall present a proxy document or in another reliable manner
demonstrate his/her right to represent the shareholder at the general meeting. 

Possible proxy documents should be delivered to: Ludmilla Johans, Technopolis
Oyj, Hiilikatu 3, 00180 Helsinki, Finland before the last date for
registration. 

3. Holders of nominee registered shares

A holder of nominee registered shares, who wants to participate in the annual
general meeting, must be entered in the company's shareholders' register on the
record date of the general meeting, 16 March 2009. 

A holder of nominee registered shares is advised to request necessary
instructions regarding registration in the company's shareholder's register,
issuing of proxy documents and registration for the general meeting from
his/her custodian bank. 

4. Other information

On the date of this notice 26 February 2009, the total number of shares in
Technopolis Plc is 57,345,341 and the total number of votes is 57,345,341. 


Oulu on 26 February 2009


TECHNOPOLIS PLC

THE BOARD OF DIRECTORS

Attachment: Terms and Conditions for the Performance Share Plan 2010 - 2012

Additional information:
Keith Silverang, CEO, tel. +358 40 566 7785
Pertti Huuskonen, Chairman of the Board, tel. +358 400 680 816

Distribution:
NASDAQ OMX Helsinki Ltd
Major news media
www.technopolis.fi



TECHNOPOLIS PLC

TERMS AND CONDITIONS FOR THE PERFORMANCE SHARE PLAN 2010—2012


The Board of Directors of Technopolis Plc (the Board of Directors) has at its
meeting on 26 February 2009 resolved to propose to the Annual General Meeting
of Shareholders of Technopolis Plc to be held on 26 March 2009 that a
performance share plan (the Plan) be implemented on the following terms and
conditions: 

1. Objectives of the Plan

The Plan shall be established to form part of the incentive and commitment
program for the key personnel of Technopolis Plc (the Company) and its
subsidiaries (jointly the Group). The aim is to combine the objectives of the
shareholders and the key personnel in order to increase the value of the
Company, to commit the key personnel to the Company, and to offer them a
competitive reward plan based on holding the Company shares. 

2. Target Group

The Group key personnel determined by the Board of Directors shall belong to
the target group of the Plan each year. All key employees belonging to the
target group must, at the beginning of an earning period, be employed by or in
the service of a company belonging to the Group (Group Company), until further
notice. Belonging to the target group of the Plan does not affect other
employment or service terms. The reward to be paid on the basis of the Plan
shall not constitute a part of the terms and conditions of employment, service
or compensation. 

The Board of Directors may decide upon including new key employees in the Plan
and upon their maximum rewards so that the amount of the maximum reward is in
the equal proportion to the duration of the employment or service during an
earning period. 

3. Earning Period

The Plan includes three earning periods which are calendar years 2010, 2011 and
2012. The amount of reward earned from an earning period shall be determined on
the basis of achievement of the targets established for the earnings criteria,
after the end of an earning period by the end of April. Should the Company's
financial year change before the end of an earning period, the Board of
Directors shall be entitled to alter an earning period accordingly. 

4. Maximum Reward

The Plan offers the target group a possibility to earn the Company's shares
(share) as reward for achieving targets established for the earnings criteria
of an earning period. Besides shares, a cash proportion is included in the
reward. The cash proportion is intended to cover taxes and tax-related costs
arising from the reward to a key person. The Company shall withhold payroll tax
from the reward according to law and shall use the cash proportion for that. 

The Board of Directors shall determine the amount of the maximum reward for
each person belonging to the target group for an earning period. The maximum
reward shall be expressed as a number of shares and cash payment. A person
belonging to the target group shall be informed on his or her maximum reward as
soon as the Board of Directors has decided upon it. 

There shall be a maximum total of 390,000 shares and a cash payment that is
needed for taxes and tax-related costs arising from the reward to the key
personnel on the book-entry account registration date of the shares that shall
be given as reward on the basis of the entire Plan. The amount of cash payment
shall, however, correspond to the registration date value of the distributable
shares, in the maximum. The registration date of shares has been determined in
Section 6. Should the amount of taxes and tax-related costs arising from the
reward to a key person exceed the amount of the cash proportion, a key person
shall be responsible for paying such excess amount.  The Company shall pay the
transfer tax connected to the reward payment. 

5. Determination of the Reward

The Board of Directors shall decide on the earnings criteria of the Plan and on
targets to be established for them individually for each earning period, during
December of a calendar year preceding each earning period. Achieving the
targets established for the earnings criteria shall determine the proportion
out of the maximum reward that shall be paid to a key person. 

The Board of Directors shall be entitled to adjust the targets established for
the earnings criteria in case of substantial extraordinary events during an
earning period. This kind of event may be an acquisition or a divestment, an
incidental capital gain or loss or any other circumstance that could not be
considered upon establishment of earnings criteria but that has a material
impact on the achievement of targets established for the earnings criteria. 

6. Reward Payment

The reward from the Plan shall be paid to the key personnel as a combination of
shares and cash payment after the end of an earning period, by the end of April
2011, 2012 and 2013. 

The proportion of the reward to be given as shares shall be registered on the
book-entry account of a key person. The value of shares shall be determined on
the basis of the share price of the registration date of the shares. The share
price shall be the trade volume weighted average quotation of the share on the
NASDAQ OMX Helsinki Oy of the exchange transactions closed on the registration
date of the shares. The proportion of the reward to be paid in cash shall be
paid concurrently with the assignment of the shares or as soon as it is
possible in each of the Group Companies and it shall be used for withholding
payroll taxes of a key person according to law. 

The right to reward is personal, and the reward shall only be paid to a key
person belonging to the target group. The right to reward may not be assigned.
Upon death, the potential reward shall be paid to the estate or beneficiary or
heir of a key person. 

7. Shareholder Rights to the Assigned Shares and Restriction on the
Assignability for the Shares 

The shareholder rights to the shares registered on the book-entry accounts of
the key personnel shall be assigned to the key personnel on the date of
registration of the share transfer. Should the distributed shares be new, the
share-related rights shall arise upon enter of the shares into the Trade
Register. 

Shares earned on the basis of the Plan, may not be assigned, pledged or
otherwise exercised during the restriction period established for the shares
(Restriction Period). Each restriction period shall begin from the reward
payment and end on 30 June 2013 for the shares earned from the earning period
2010, on 30 June 2014 for the shares earned from the earning period 2011 and on
30 June 2015 for the shares earned from the earning period 2012. The
restriction on the assignability also concerns potential shares and other
quoted securities that have gratuitously been received on the basis of the
shares earned from the Plan. The Board of Directors may, for very weighty
reasons, permit the assignment of shares and securities also before such date. 

Should shares be paid as reward, the President and CEO of the Company must hold
50% of the shares received on the basis of the Plan as long as his service as
President and CEO continues and the members of the Executive Board of the
Company must hold 50% of the shares received on the basis of the Plan for two
(2) years after the end of each Restriction Period. 

The Company shall be entitled to apply for a registration of a restriction on
the assignability preventing the assignment of shares and other respective
restrictions concerning the shares, on a key person's book-entry account,
without the consent of a key person. 

8. Employment or Service Preconditions during an Earning Period 

Should a Group Company or a key person give notice of termination or terminate
an employment contract or a service contract of a key person, before the reward
payment, no reward shall be paid to a key person. The Board of Directors may,
however, in these cases decide upon a key person's right to the reward accrued
by the end of employment or service. 

Should a key person's employment or service in a Group Company end due to a
corporate arrangement or transfer of business, or should a key person retire
statutorily or die before the end of a earning period, the Board of Directors
shall decide upon a key person's or his or her estate's or beneficiary's or
heir's right to the reward accrued by the end of employment or service. Should
a Group Company not belong to the Group any more, the proceedings shall be
similar. 

Should a key person's work assignments alter within the Group before the reward
payment, the Board of Directors shall decide on a key person's right to the
reward. 

9. Employment or Service Preconditions during the Restriction Period and
Obligation to return Shares 

Should a Group Company or a key person give notice of termination or terminate
an employment contract or a service contract of a key person, during the
Restriction Period, a key person shall be obliged to return the shares given as
reward back to the Company or its assignee, gratuitously, without delay. The
returning obligation also concerns potential shares and other quoted securities
that have gratuitously been received on the basis of the shares earned from the
Plan. The Board of Directors may, however, in these cases, decide that a key
person is entitled to keep the securities or a part of them, which are subject
to the returning obligation. 

In these cases, the Company shall have the right to request and get transferred
such shares that are subject to the returning obligation from a key person's
book-entry account to the Company's or its assignee's book-entry account,
without the consent of a key person. 

Should a key person retire statutorily or die during the Restriction Period, a
key person or his or her estate or beneficiaries or heirs shall have the right
to keep the received shares. The restriction on the assignability of the shares
shall, however, be valid until the end of the Restriction Period, unless
otherwise decided by the Board of Directors. 

A key person shall be obliged to return also the cash proportion of the reward
concerning the shares to be returned, without delay. As far as the cash
proportion has been used for taxes and tax-related costs arising from the
reward to a key person, a key person shall be obliged to return only a cash
proportion corresponding to the amount of taxes and tax-related costs that
shall potentially be refunded to a key person. 

10. Adjustments in Certain Special Cases

Should the Company, differing from the Company's normal practice, decide to
distribute dividends or assets from reserves of unrestricted equity, or decide
to reduce its share capital by distributing share capital to the shareholders,
or decide to reduce its share premium fund by distributing funds from the share
premium fund to the shareholders, after the beginning of an earning period and
before the reward payment, the Board of Directors shall decide on the
adjustment of the amount of the maximum reward so that the position of a key
person corresponds to that of a shareholder. 

Should the Company, after the beginning of an earning period and before the
reward payment, decide on an issue of shares or an issue of stock options or
other special rights entitling to shares so that the shareholders have
pre-emptive subscription rights, the amount of the maximum reward shall be
increased by multiplying the number of shares of the maximum reward by the
share issue multiplier. 

Should the Company, after the beginning of an earning period and before the
reward payment, decide to merge with another company as a merging company or
with a company to be formed in a combination merger, or should the Company
decide to be demerged in its entirety, the amount of the maximum reward shall
be adjusted so that the position of a key person corresponds to that of a
shareholder. 

Acquisition or redemption of the Company's own shares or acquisition of stock
options or other special rights entitling to shares shall not affect the Plan. 

Should a situation occur, after the beginning of an earning period and before
the reward payment, where a shareholder, based on the Companies Act, has a
redemption right and redemption obligation with respect to the rest of the
outstanding shares, the maximum reward shall be converted into money by
multiplying the number of shares by the redemption price. In this event, the
reward shall be paid fully in cash. 

11. Administration of the Plan

The Board of Directors shall monitor the Plan and decide on all matters
relating thereto. 

The Board of Directors may propose to the General Meeting of Shareholders that
it grants the Board of Directors an authorisation required by the Companies Act
to acquire the number of own shares required for the Plan, when needed. The
Board of Directors may also propose to the General Meeting of Shareholders that
it grants the Board of Directors an authorisation required by the Companies Act
for an issue of shares, for the number of shares required for the Plan, when
needed. 

Upon reward payment, the Board of Directors shall have the right to decide that
the Company pays the reward fully or partly in cash, on the basis of the trade
volume weighted average quotation of the share on the NASDAQ OMX Helsinki Oy
during the calendar month preceding the payment date.  The Board of Directors
shall have the right to obligate a key person to acquire shares with a maximum
of 50% of the amount of the reward. Also in these cases, the restriction on the
assignability in Section 7 and the returning obligation in Section 9 shall be
applied to the reward, in the manner determined by the Board of Directors. 

12. Amendment of the Terms and Conditions of the Plan

During an earning period, the Board of Directors may, for very weighty reasons,
amend the terms and conditions of the Plan. This kind of reason may e.g. be a
considerable change in the Group structure, which causes discontinuity in the
earnings criteria of an earning period and targets established for them, or a
public offer made of the Company. The terms and conditions shall be amended in
such a manner that no unjust enrichment or considerable defect shall occur to a
key person, due to amending the terms and conditions. 

13. Applicable Law and Settlement of Disputes

These terms and conditions shall be governed by the laws of Finland. Disputes
arising in relation to this Plan shall be finally settled by arbitration, in
accordance with the Arbitration Rules of the Central Chamber of Commerce by one
single arbitrator. 

These terms and conditions have been prepared in Finnish and in English. In
case of any discrepancy between the Finnish and English versions, the Finnish
shall prevail.