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Technopls Ventures Ltd. Proxy Solicitation & Information Statement 2016

Jan 29, 2016

7074_rns_2016-01-29_a82ac1e9-c31b-4548-964f-587d0c53e0a5.html

Proxy Solicitation & Information Statement

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Proposals of the Shareholders’ Nomination Board to the Annual General Meeting

Proposals of the Shareholders’ Nomination Board to the Annual General Meeting

TECHNOPOLIS PLC STOCK EXCHANGE RELEASE January 29, 2016 at 10:00 a.m.

Proposals of the Shareholders’ Nomination Board to the Annual General Meeting

The Shareholders’ Nomination Board proposes the following to the Annual General
Meeting convening on March 30, 2016:

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:

to the Chairman of the Board of Directors: EUR 55,000
to the Vice Chairman of the Board of Directors: EUR 31,500
to the other members of the Board of Directors: EUR 26,250 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. The Board members having long-term, increasing shareholdings 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 will 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 each member of the Board of Directors whose place of residence is
outside of Finland 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, as well as
that each member of a committee shall be paid a fee of EUR 900 and the chairmen
of the committees a fee of EUR 1,200 for each committee meeting, provided that
the member of the Board of Directors is physically present at the meeting
venue. 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 six (6) 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. Carl-Johan
Granvik, Mr. Jorma Haapamäki, Mr. Pekka Ojanpää, Mr. Reima Rytsölä and Ms.
Annica Ånäs. Current member of the Board of Directors, Mr. Pekka Korhonen, has
informed that he is no longer available for re-election.

In addition, the Nomination Board proposes that Mr. Juha Laaksonen is elected
as a new member of the Board of Directors for the same term of office.

Mr. Juha Laaksonen, B.Sc. (Econ.), born in 1952, has last served Fortum
Corporation as the Executive Vice President and CFO in 2000–2012. Juha
Laaksonen is the Chairman of the Board of Directors of Caruna Networks Oy and a
member of the Board of Directors of Kemira Oyj, Sponda Plc and Taaleritehdas
Plc. In addition, he holds positions of trust as the Chairman of the Board of
Directors of Alfred Korelin Foundation, The Fortum Art Foundation and The
Association of Finnish Fine Arts Foundations. According to the stock exchange
release of Sponda Plc from January 25, 2016, Juha Laaksonen has informed the
Shareholders' Nomination Board of Sponda Plc that he is no longer available as
a member to the Board of Directors.

Furthermore, the Nomination Board proposes that Mr. Carl-Johan Granvik be
elected as the Chairman of the Board of Directors and Mr. Jorma Haapamäki 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 Mr. Reima Rytsölä who is
not considered independent of significant shareholders as he serves Varma
Mutual Pension Insurance Company, the largest shareholder of the Company, as
the Executive Vice-President responsible for investments.

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.

For further information:

Risto Murto
Chairman of the Nomination Board
Tel. +358 10 244 3119

Technopolis provides the best addresses for companies to operate and succeed in
five 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 47,000 employees in Finland, Norway, Estonia, Russia and Lithuania. The
Technopolis Plc share (TPS1V) is listed on Nasdaq Helsinki.