Proposals of the Shareholders’ Nomination Board to the Annual General Meeting
TECHNOPOLIS PLC STOCK EXCHANGE RELEASE January 31, 2018 at 9:00 a.m.
Proposals of the Shareholders’ Nomination Board to the Annual General Meeting
The Shareholders’ Nomination Board of Technopolis Plc makes the following proposals to the Annual General Meeting convening on March 20, 2018:
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 following election:
to the Chairman of the Board of Directors: EUR 57,800
to the Vice Chairman of the Board of Directors and the Chairman of the Audit Committee (in case he/she is not simultaneously acting as Chairman or Vice Chairman of the Board): EUR 33,100, and
to the other members of the Board of Directors: EUR 27,600 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. Long-term, increasing shareholding by the Board members 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 shall 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 seven (7) 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. Juha Laaksonen, Ms. Helena Liljedahl, Mr. Pekka Ojanpää, Ms. Christine Rankin and Mr. Reima Rytsölä. The current Vice Chairman of the Board of Directors Mr. Jorma Haapamäki has informed the company that he is no longer available for re-election.
In addition, the Nomination Board proposes that Mr. Kaj-Gustaf Bergh and Mr. Hannu Leinonen are elected as new members of the Board of Directors for the same term of office.
Kaj-Gustaf Bergh, LL.M., B.Sc. (Econ.), born 1955, is the Managing Director of Föreningen Konstsamfundet r.f. Previously he has worked in management positions at Bankers Ane Gyllenberg Oy, Skandinaviska Enskilda Banken, Oy Bensow Ab and Ky von Konow & Co. Bergh holds several positions of trust and he is, among others, the Chairman of the Board of Directors of Olofsgård Invest Ab, Julius Tallberg Corp., Mercator Invest Ab and KSF Media Holding Ab, and member of the Board of Wärtsilä Corporation, Stockmann plc, Ramirent Plc and JM AB. Bergh has previously held also the position of Chairman of the Board of Directors in Sponda Plc.
Hannu Leinonen, M.Sc. (Civil Eng.), born 1962, has worked for a long time in the construction industry, including as CEO & President of Destia Group Plc, Destia Ltd and YIT Corporation. In addition, he has held several management positions in Telecom Finland and Sonera Ltd, Skanska Oy and Skanska Etelä-Suomi Oy, and Haka Oy and PKS Haka Oy. Leinonen is a member of the Board of Directors of Build Care Oy.
Furthermore, the Nomination Board proposes that Juha Laaksonen be elected as the Chairman of the Board of Directors and Reima Rytsölä 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 and Kaj-Gustaf Bergh, who are not considered independent of significant shareholders. Reima Rytsölä serves Varma Mutual Pension Insurance Company, the largest shareholder of the Company, as the Executive Vice-President responsible for investments, and Kaj-Gustaf Bergh as the Chairman of the Board of Directors of the second largest shareholder Olofsgård Invest Ab.
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 17 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 1,600 companies and their 50,000 employees in Finland, Sweden, Norway, Estonia, Russia and Lithuania. The Technopolis Plc share (TPS1V) is listed on Nasdaq Helsinki.
|