Notice to the Annual General Meeting of Technopolis Plc
TECHNOPOLIS PLC STOCK EXCHANGE RELEASE February 15, 2018 at 9:20 a.m. EET
Notice to the Annual General Meeting of Technopolis Plc
Notice is given to the shareholders of Technopolis Plc of the Annual General Meeting to be held at
1 p.m. on Tuesday, March 20, 2018 at the address Tekniikantie 12 (Innopoli 1), Espoo, Finland. The reception of persons who have registered for the meeting will begin at 12:30 p.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 legitimacy of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Review by the Chairman of the Board
7. Presentation of the annual accounts, the report of the Board of Directors and the auditor’s report for the year 2017 as well as review by the Chief Executive Officer
8. Adoption of the annual financial statements
9. Resolution on the use of the profit shown on the balance sheet and the payment of dividend and distribution of assets from the invested unrestricted equity fund
The Board of Directors proposes to the General Meeting that a dividend of EUR 0.09 per share be paid from the distributable profits of the parent company and EUR 0.08 per share be returned from the invested unrestricted equity fund, totaling EUR 0.17 per share. The dividend and the equity return shall be paid to shareholders who are recorded in the shareholders’ register of the company held by Euroclear Finland Ltd on the dividend and equity return record date of March 22, 2018. The dividend and equity return shall be paid on April 4, 2018.
10. Resolution on the discharge of the members of the company’s Board of Directors and the CEO from liability
11. 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.
12. Resolution on the number of members of the Board of Directors
The Shareholders’ Nomination Board proposes to the General Meeting that the Board of Directors shall comprise seven (7) members.
13. 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.
14. Resolution on the remuneration of the auditor
On the recommendation of the Audit Committee, the Board of Directors proposes to the General Meeting that remuneration of the auditor to be elected be paid against the auditor’s reasonable invoice.
15. Election of the auditor
On the recommendation of the Audit Committee, the Board of Directors proposes to the General Meeting that KPMG Oy Ab, authorized public accountants, be re-elected auditor of the company for a term of office ending at the end of the next Annual General Meeting. KPMG Oy Ab has given notice that Mr. Lasse Holopainen, APA, would act as the auditor in charge.
16. Authorizing the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of own shares
The Board of Directors proposes to the General Meeting that the Board of Directors be authorized 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, 2019.
17. Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of special rights entitling the holder to shares
The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to decide on the issuance of shares as well as the issuance of other special rights entitling the holder to shares referred to in Chapter 10, Section 1 of the Limited Liability Companies Act as follows:
The amount of shares to be issued shall not exceed 400,000 shares, which corresponds to approximately 0.3% 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, 2019.
18. Closing of the meeting
B. Documents of the General Meeting
The above-mentioned proposals for the decisions on the matters on the agenda of the General Meeting as well as this notice are available on Technopolis Plc’s website at www.technopolis.fi. The annual financial statements, the report of the Board of Directors and the auditor’s report of Technopolis Plc are available on the website no later than February 26, 2018. The proposals for decisions and other documents mentioned above are also available at the General Meeting and copies of these documents and of this notice will be sent to shareholders on request. The minutes of the General Meeting will be available on the company’s website as of April 3, 2018 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 March 8, 2018 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 March 15, 2018 by 10.00 a.m. by giving a prior notice of participation, which has to be received by the company no later than the above-mentioned time. Such notice can be given:
a) on the company’s website at www.technopolis.fi/registration;
b) by e-mail legal@technopolis.fi;
c) by telephone to the number +358 46 712 0000 from Monday to Friday between 9.00 a.m. and 4.00 p.m.;
d) by regular mail to the address Technopolis Plc / AGM, 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 March 8, 2018 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 March 15, 2018 by 10 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 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 Annual 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 at www.technopolis.fi/AGM2018.
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 / AGM, 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, February 14, 2018, the total number of shares in Technopolis Plc is 158,793,662, and the total number of votes they represent is 158,793,662. On the date of this notice to the General Meeting the Company holds in aggregate 1,903,373 own shares.
Helsinki, February 14, 2018
Technopolis Plc
Board of Directors
Further information:
Keith Silverang, CEO, tel. +358 40 566 7785
Juha Laaksonen, Chairman of the Board, tel. +358 50 452 4519
Technopolis is a shared workspace expert. We provide efficient and flexible offices, coworking spaces and everything that goes with them. Our services run from designing the workspace to reception, meeting solutions, restaurants and cleaning. We are obsessed with customer satisfaction and value creation. Our 17 campuses host 1,600 companies with 50,000 employees in six countries within the Nordic and Baltic Sea region. Technopolis Plc (TPS1V) is listed on Nasdaq Helsinki.
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