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Technopolis Plc: Decisions of the Annual General Meeting of Technopolis Plc

TECHNOPOLIS PLC    STOCK EXCHANGE RELEASE     March 30, 2011 at 14:55

Technopolis Plc: Decisions of the Annual General Meeting of Technopolis Plc

 

The annual general meeting of Technopolis Plc was held on 30 March 2011, at 13.00 at the address Elektroniikkatie 3 (auditorio), 90590 Oulu, Finland. The annual general meeting approved the annual accounts for the financial year 2010 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 0.17 per share. Dividends shall be paid to shareholders who on the dividend record date 4 April 2011 are recorded in the shareholders’ register held by Euroclear Finland Ltd. The dividend shall be paid on 11 April 2011.

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 Ritakallio were elected members of the board of directors for a term of office expiring at the end of the next annual general meeting.

Pertti Huuskonen was elected Chairman of the Board of Directors.

Carl-Johan Granvik 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. In For participation in the meetings of the board of directors each member of the board of directors shall be paid, in addition to the annual remuneration, 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 for each meeting and each member of the committees a fee of EUR 600 for each meeting. 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 compensation procedures.

50 per cent of the annual remuneration is paid in Technopolis Plc shares to be acquired from the market or from the company. If the remuneration cannot be paid in Technopolis Plc shares, the entire remuneration shall be paid in cash. The shares will be acquired during the three weeks following the publication of the interim report for the period 1 January – 31 March 2011. 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.

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 Tapio Raappana 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 the Chairman of the Board of Directors and three members representing the three largest shareholders who may not be members of the board of directors of the company. The member appointed by the largest shareholder shall act as Chairman of the Committee.

The rights to nominate committee members that represent shareholders lies with those three shareholders whose share of all the votes in the company is the largest 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.

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 has the obligation to disclose changes in shareholdings (flagging obligation), may be combined provided that the shareholder presents a written request to that effect to the board of directors of the company no later than two days before the day 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 nomination committee shall continue until a new nomination committee is appointed, unless the general meeting resolves otherwise. The nomination committee prepares the above-mentioned proposals also for the extra general meeting, if needed.

If a change occurs after the 1 October preceding the next annual general meeting as to which shareholders have a right to nominate representatives, however no later than three months before the annual general meeting, the new shareholders with a right to nominate may nominate its representatives no later than on the same day. In such situation, the number of members of the committee is correspondingly increased.

If a member of the nominating committee resigns or is disqualified 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 complicating the work of the committee. If the shareholder does not nominate another representative, the right to nominate is transferred to the shareholder who would be the next shareholder entitled to nominate a member to the committee.

A person that could not, according to the applicable Finnish Corporate Governance Code, be appointed to a nominating committee of the board of directors, cannot be appointed to the nominating committee. The nominating committee shall also fulfill the requirements of independence in relation to the company set out in the Code.

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 authorization cannot be used for incentive schemes.

The authorization cancels the authorization given to the board of directors by the general meeting on 26 March 2009 to decide on the issuance of shares as well as the issuance of special rights entitling to shares.

The authorization is effective until the end of the next annual general meeting, however no longer than until 30 June 2012.

 

Oulu on March 30, 2011

Technopolis Plc

The Board of Directors

 

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

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www.technopolis.fi