TECHNOPOLIS PLC STOCK EXCHANGE RELEASE October 17, 2018 at 2:00 p.m. EEST
Notice to the Extraordinary General Meeting of Technopolis Plc
Notice is given to the shareholders of Technopolis Plc of the Extraordinary General Meeting to be held at 2:00 p.m. on Wednesday, November 7, 2018 at Technopolis Ruoholahti 1, address Hiilikatu 3, FI-00180 Helsinki, Finland. The reception of persons who have registered for the meeting will begin at 1:30 p.m.
A. Matters on the agenda of the General Meeting
- Opening of the meeting
- Calling the meeting to order
- Election of persons to scrutinize the minutes and to supervise the counting of votes
- Recording the legitimacy of the meeting
- Recording the attendance at the meeting and adoption of the list of votes
- Resolution on the number of members of the Board of Directors
The company’s shareholder Kildare Nordic Acquisitions S.à r.l. holding more than nine-tenths of all the shares in the company proposes to the General Meeting that the Board of Directors shall comprise five (5) members.
- Election of the Chairman, Vice Chairman and members of the Board of Directors
The company’s shareholder Kildare Nordic Acquisitions S.à r.l. holding more than nine-tenths of all the shares in the company proposes to the General Meeting that Paul Patel, Louis Paletta, Davy Toussaint, Henri Guelff and Sebastian Woitas be elected as members of the Board of Directors for a term of office ending at the end of the next Annual General Meeting in 2019.
Furthermore, Kildare Nordic Acquisitions S.à r.l. proposes that Paul Patel be elected as the Chairman of the Board of Directors and Sebastian Woitas as the Vice Chairman for the same term of office.
- Resolution on the remuneration of the members of the Board of Directors
The company’s shareholder Kildare Nordic Acquisitions S.à r.l. holding more than nine-tenths of all the shares in the company proposes to the General Meeting that no remuneration be paid to the members of the Board of Directors for a term of office ending at the end of the next Annual General Meeting in 2019.
- Disbandment the Shareholders’ Nomination Board
The Shareholders’ Nomination Board of Technopolis has been established by the General Meeting to prepare proposals concerning the election and remuneration of the members of the Board of Directors to the General Meeting. The Shareholders’ Nomination Board has been established for an indefinite period.
The company’s shareholder Kildare Nordic Acquisitions S.à r.l. holding more than nine-tenths of all the shares in the company proposes to the General Meeting that the General Meeting resolves to disband the Shareholders’ Nomination Board.
- 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 the company’s website at www.technopolis.fi/en. The proposals for the decisions are also available at the General Meeting and copies of these proposals and of this notice will be sent to shareholders on request. The minutes of the General Meeting will be available on the above-mentioned website as of November 21, 2018 at the latest.
C. Instructions for the participants in the General Meeting
- Shareholders registered in the shareholders’ register
Each shareholder who is registered on October 26, 2018 in the shareholders’ register of the company held by Euroclear Finland Oy 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 November 2, 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:
- on the company’s website at www.technopolis.fi/registration;
- by e-mail legal@technopolis.fi;
- by telephone to the number +358 46 712 0000 from Monday to Friday between 9.00 a.m. and 4.00 p.m.; or
- by regular mail to the address Technopolis Plc / EGM, 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 the company 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.
- 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 October 26, 2018 in the shareholders’ register of the company held by Euroclear Finland Oy. The right to participate in the General Meeting requires, in addition, that shareholders on the basis of such shares have been registered on November 2, 2018 by 10:00 a.m. at the latest in the temporary shareholders’ register held by Euroclear Finland Oy. 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 Extraordinary 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/EGM-2018.
- 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 / EGM, Energiakuja 3, FI-00180 Helsinki, Finland, before the end of the registration period.
- 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, October 17, 2018, the total number of shares in the company 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 1,878,443 own shares.
Helsinki, October 17, 2018
Technopolis Plc
Board of Directors
Further information:
Juha Laaksonen, Chairman of the Board of Directors, 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. www.technopolis.fi/en