TECHNOPOLIS PLC STOCK EXCHANGE RELEASE 26 March 2014 at 3:15 p.m.
Decisions of the Annual General Meeting of Technopolis Plc
The Annual General Meeting of Technopolis Plc was held on 26 March 2014, beginning at 13.00 at the address Tekniikantie 12 (Innopoli I), 02150 Espoo, Finland. The Annual General Meeting approved the annual accounts for the financial year 2013 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 0.10 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 31 March 2014. The dividend shall be paid on 8 April 2014.
Election and remuneration of the members of the Board of Directors
The Annual General Meeting decided that the Board of Directors shall comprise of six (6) members. Sari Aitokallio, Carl-Johan Granvik, Jorma Haapamäki, Pekka Korhonen, Pekka Ojanpää and Timo Ritakallio were elected members of the Board of Directors for a term of office expiring at the end of the next Annual General Meeting.
Carl-Johan Granvik 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 50,000 to the Chairman of the Board, EUR 30,000 to the Vice Chairman of the Board and EUR 25,000 to each of the other members of the Board. For participation in 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 and the chairmen of the committees a fee of EUR 800 and each member of the committees a fee of EUR 600 for each meeting of the committees. 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.
The annual remuneration is paid on the condition that the Board member commits to using 50% of his or her annual remuneration to acquire Technopolis Plc shares on the market at the price determined by public trading. The shares are to be acquired within three weeks of the publication of the Interim Report for the period 1 January – 31 March, 2014. If the shares cannot be acquired during the above-mentioned time period due to insider regulations, the shares shall be acquired outright once it is possible in accordance with the insider regulations in force at that time. Board members are not allowed to transfer the shares obtained as annual remuneration before their membership in 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 stated that Ari Eskelinen, APA, will act as responsible auditor. 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 10,625,000 shares, which corresponds to approximately 10 per cent 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.
Own shares can be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market.
The Board of Directors decides how own shares will be repurchased and/or accepted as pledge. Own shares can be repurchased using, inter alia, derivatives. Own shares can be repurchased in a manner other 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 longer than until 30 June 2015.
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 10,625,000 shares, which corresponds to approximately 10 per cent of all the shares in the company.
The Board of Directors decides on all the conditions for the issuance of shares and for special rights entitling to shares. The issuance of shares and of special rights entitling to shares may be carried out in deviation from the shareholders' pre-emptive rights (directed issue). The authorization cannot be used for incentive schemes.
The authorization is effective until the end of the next Annual General Meeting, however, no longer than until 30 June 2015.
Espoo on March 26, 2014
Technopolis Plc
The Board of Directors
Additional information:
Keith Silverang, CEO, tel. +358 40 566 7785
Carl-Johan Granvik, Chairman of the Board, tel. +358 50 1698
Distribution:
NASDAQ OMX Helsinki
Principal media
www.technopolis.fi