Notice to convene extr.general meeting
Technopolis Plc’s Notice to the Extraordinary General Meeting
TECHNOPOLIS PLC STOCK EXCHANGE RELEASE August 4, 2016 at 12:00 a.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 Wednesday, August 31, 2016 at 10.00 a.m. at the address Technopolis, Innopoli 3,Vaisalantie 6, Espoo. The reception of persons who have registered for the meeting and the distribution of voting tickets will begin at 9.30 a.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 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 75,000,000 shares by virtue of one or several decisions. The proposed maximum amount of the authorization corresponds to approximately 70.4 per cent of all the shares in the company.
The new shares are offered to the company’s shareholders for subscription 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 June 30, 2017. The authorization does not revoke 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 March 30, 2016.
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. 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 upon request. The minutes of the General Meeting will be available on the company's website as of Wednesday, September 14, 2016 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 Friday, August 19, 2016 in the shareholders’ register of the company held by Euroclear Finland Ltd., has the right to participate in the General Meeting. Shareholders, whose shares are registered in their personal Finnish book-entry account, are registered in the shareholders’ register of the company.
Shareholders who are registered in the shareholders’ register of the company and want to participate in the General Meeting, shall register for the meeting no later than on Friday, August 26, 2016 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:
a) on the company’s website at www.technopolis.fi/registration
b) by e-mail firstname.lastname@example.org
c) by telephone to the number +358 46 712 0000 from Monday to Friday between 9.00 a.m. and 4.00 p.m. or
d) by regular mail to the address Technopolis Plc/EGM, Energiakuja 3, FI-00180 Helsinki, Finland.
In connection with the registration, shareholders shall provide their name, personal identification number or business identity code, address, telephone number and the name of any assistant or proxy representative and the personal identification number of any 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.
Shareholders, their authorized representatives or proxy representatives shall, where necessary, be able to prove their identity and/or right of representation at the General Meeting.
2. Holders of nominee-registered shares
Holders of nominee-registered shares have the right to participate in the General Meeting by virtue of holding shares which would entitle them to be registered on Friday, August 19, 2016 in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate in the General Meeting requires, in addition, that shareholders on the basis of such shares have been registered on Friday, August 26, 2016, by 10.00 a.m. at the latest in the temporary shareholders’ register held by Euroclear Finland Ltd. As regards nominee-registered shares, this constitutes due registration for the General Meeting.
Holders of nominee-registered shares are 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 their custodian bank. The account management organization of the custodian bank must register holders of nominee-registered shares, who want to participate in the Extraordinary General Meeting, in the temporary shareholders’ register of the company by the time stated above at the latest.
Further information on the General Meeting and participation in the General Meeting is available on the company’s website.
3. Proxy representatives and power of attorney
Shareholders may participate in the General Meeting and exercise their rights at the meeting by way of proxy representation. Proxy representatives shall produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder. If a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares in 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.
The original versions of any proxy documents should be delivered to the address Technopolis Plc/EGM, Energiakuja 3, FI-00180 Helsinki, Finland, before the end of the registration period.
4. Other information
Pursuant to Chapter 5, Section 25 of the Limited Liability Companies Act, shareholders who are present at the General Meeting have 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, Thursday, August 4, 2016, the total number of shares in Technopolis Plc is 106,511,632 and the total number of votes they represent is 106,511,632. On the date of this notice to the General Meeting the company holds in aggregate 1,947,571 own shares.
Helsinki on August 4, 2016
BOARD OF DIRECTORS
Keith Silverang, CEO, tel. +358 40 566 7785
Carl-Johan Granvik, Chairman of the Board, tel. +358 50 1698
Nasdaq Helsinki Ltd