Decisions of the Annual General Meeting of Technopolis Plc
TECHNOPOLIS PLC STOCK EXCHANGE RELEASE March 23, 2017 at 3:30 p.m.
Decisions of the Annual General Meeting of Technopolis Plc
The Annual General Meeting of Technopolis Plc was held on March 23, 2017, beginning at 1.00 p.m. at the address Vaisalantie 6, (Innopoli 3), 02130 Espoo, Finland. The Annual General Meeting adopted all the proposals to the General Meeting by the Board of Directors and the Shareholders' Nomination Board, approved the annual accounts for the financial year 2016 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 0.12 per share. The dividend shall be paid to shareholders who are recorded in the shareholders’ register of the company held by Euroclear Finland Ltd on the dividend record date of March 27, 2017. The dividend shall be paid on April 4, 2017.
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. Jorma Haapamäki, Juha Laaksonen, Helena Liljedahl, Pekka Ojanpää, Christine Rankin and Reima Rytsölä were elected members of the Board of Directors for a term of office expiring at the end of the next Annual General Meeting.
Juha Laaksonen was elected Chairman of the Board of Directors.
Jorma Haapamäki was elected Vice Chairman of the Board of Directors.
The members of the Board of Directors shall be paid annual remuneration as follows: EUR 55,000 to the Chairman of the Board, EUR 31,500 to the Vice Chairman of the Board and the Chairman of the Audit Committee (in case he/she is not simultaneously acting as Chairman or Vice Chairman of the Board) and EUR 26,250 to the other members of the Board of Directors. For participation in the meetings of the Board of Directors each member of the Board of Directors shall, in addition to the annual remuneration, 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. Each member of a committee of the Board of Directors shall be paid a fee of EUR 600 and the chairmen of the committees a fee of EUR 800 for each committee meeting. 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 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 policy.
40% of the annual remuneration shall be paid in Technopolis Plc shares acquired 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.
Election and remuneration of the auditor
KPMG Oy Ab, authorized public accountants, was re-elected auditor of the company. KPMG Oy Ab has notified that Lasse Holopainen, APA, will act as responsible auditor. The auditor's term of office shall expire at the end of the next Annual General Meeting. The remuneration to the auditor shall be paid against the auditor's reasonable invoice.
Authorizing the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the company’s own shares
The Annual General Meeting authorized the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the company's own shares as follows.
The amount of own shares to be repurchased and/or accepted as pledge shall not exceed 15,850,000 shares, which corresponds to approximately 10% of all the shares in the company. Only the unrestricted equity of the company can be used to repurchase own shares on the basis of the authorization.
The company’s own shares can be repurchased at the price prevailing in public trading on the date of the repurchase or otherwise at the price prevailing on the market.
The Board of Directors decides how the company’s own shares will be repurchased and/or accepted as pledge. They can be repurchased using, inter alia, derivatives. They can also be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase).
The authorization is effective until the end of the next Annual General Meeting; however, no later than June 30, 2018.
Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of special rights entitling to shares
The Annual General Meeting authorized the Board of Directors to decide on the issuance of shares and the issuance of 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 15,850,000 shares, which corresponds to approximately 10% 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 the holder to shares. The issuance of shares and of special rights entitling the holder to shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue).
The authorization is effective until the end of the next Annual General Meeting; however, no later than June 30, 2018.
Espoo on March 23, 2017
Technopolis Plc
The Board of Directors
Additional information:
Keith Silverang, CEO, tel. +358 40 566 7785
Juha Laaksonen, Chairman of the Board, tel. +358 50 452 4519
Distribution:
Nasdaq Helsinki Ltd
Principal media
www.technopolis.fi
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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