Proposals of the Shareholders’ Nomination Board to the Annual General Meeting
TECHNOPOLIS PLC STOCK EXCHANGE RELEASE January 17, 2017 at 2.30 p.m.
Proposals of the Shareholders’ Nomination Board to the Annual General Meeting
The Shareholders’ Nomination Board proposes the following to the Annual General Meeting convening on March 23, 2017:
Resolution on the Remuneration of the Members of the Board of Directors
The Shareholders’ Nomination Board proposes to the General Meeting that the duly elected members of the Board of Directors be paid the following annual remuneration for the term of office expiring at the end of the next Annual General Meeting:
to the Chairman of the Board of Directors: EUR 55,000
to the Vice Chairman of the Board of Directors and the Vice Chairman of the Audit Committee (in case the he/she is not simultaneously acting as Chairman or Vice Chairman of the Board): EUR 31,500
to the other members of the Board of Directors: EUR 26,250 each.
The Nomination Board proposes that 40% of the annual remuneration be paid in Technopolis Plc shares acquired on the market at a price determined in public trading. The shares will be acquired based on an acquisition program prepared by the company. If the remuneration cannot be paid in shares due to insider regulations, termination of the Board member's term of office, or other reasons relating to the company or the member of the Board, the annual remuneration shall be paid fully in cash. Board members are not allowed to transfer any shares obtained as annual remuneration before their membership of the Board has ended. The Board members having long-term, increasing shareholdings is in the interests of all shareholders.
The Nomination Board proposes that each member of the Board shall, in addition to the annual fee, be paid a fee of EUR 600 and the Chairman of the Board of Directors a fee of EUR 1,200 for each Board meeting, as well as that each member of a committee will be paid a fee of EUR 600 and the chairmen of the committees a fee of EUR 800 for each committee meeting. The Nomination Board proposes that for meetings held outside the country of residence of the member and provided that the member is physically present at the meeting venue each member of the Board of Directors shall, however, be paid a fee of EUR 900 and the Chairman of the Board of Directors a fee of EUR 1,800 for each Board meeting, and each member of a committee shall be paid a fee of EUR 900 and the chairs of the committees a fee of EUR 1,200 for each committee meeting. The Nomination Board proposes that the travel expenses of the members of the Board of Directors and the members of the committees shall be compensated for in accordance with the company’s travel policy.
Resolution on the Number of Members of the Board of Directors
The Nomination Board proposes to the General Meeting that the Board of Directors shall comprise six (6) members.
Election of the Chairman, Vice Chairman and Members of the Board of Directors
The Nomination Board proposes to the General Meeting that the following individuals be re-elected as members of the Board of Directors for a term of office ending at the end of the next Annual General Meeting: Mr. Jorma Haapamäki, Mr. Juha Laaksonen, Mr. Pekka Ojanpää and Mr. Reima Rytsölä. Current Chairman of the Board of Directors Mr. Carl-Johan Granvik and member of the Board of Directors Ms. Annica Ånäs have informed the company that they are no longer available for re-election.
In addition, the Nomination Board proposes that Ms. Helena Liljedahl and Ms. Christine Rankin are elected as new members of the Board of Directors for the same term of office.
Helena Liljedahl, MSc in Business and Economics, born 1969, serves currently KF Fastigheter AB, a Swedish real estate development company and a subsidiary of KF Co-operative Union, as the Chief Executive Officer. She has previously served as the Chief Executive Officer of KF Fastigheter Centrumhandel AB which owns and administers shopping centers and supermarket properties, Head of Commercial Development at IKEA Centers Russia, Deputy CEO at the development consultant company Centrumutveckling AB and Asset Manager at Alecta Investment Management AB, the largest mutual pension company in Sweden.
Christine Rankin, BSc in Business Administration and Economics, APA, born 1964, served until December 2016 as the Vice President, Finance at Serneke Group, a Swedish construction company. She has previously served as the Head of Corporate Control of Spotify and before that held several managerial positions at PricewaterhouseCoopers AB, as Partner, Head of Business Unit, Head of US Capital Markets Group and Head of Mobility.
Furthermore, the Nomination Board proposes that Juha Laaksonen be elected as the Chairman of the Board of Directors and Jorma Haapamäki as the Vice Chairman for the same term of office.
All the nominees are considered independent of the company and of the significant shareholders of the company, except for Reima Rytsölä who is not considered independent of significant share-holders as he serves Varma Mutual Pension Insurance Company, the largest shareholder of the Company, as the Executive Vice-President responsible for investments.
The information essential to the Board work of all the proposed individuals and the evaluation of their independence is presented on the company’s website www.technopolis.fi/en.
For further information:
Risto Murto
Chairman of the Nomination Board
Tel. +358 10 244 3119
Technopolis provides the best addresses for success in six countries in the Nordic-Baltic region. The company develops, owns and operates a chain of 20 smart business parks that combine services with flexible and modern office space. The company’s core value is to continuously exceed customer expectations by providing outstanding solutions to 1,700 companies and their 50,000 employees in Finland, Sweden, Norway, Estonia, Russia and Lithuania. The Technopolis Plc share (TPS1V) is listed on Nasdaq Helsinki.
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