Sponda - Notice to convene extr.general meeting

Notice to Sponda Plc’s Extraordinary General Meeting

Sponda Plc           Stock Exchange Release           4.2.2016, 08:31 a.m.



Notice to Sponda Plc’s Extraordinary General Meeting

Notice is given to the shareholders of Sponda Plc to the Extraordinary General
Meeting to be held on Monday 29 February 2016 at 11:00 am Finnish time in the
Helsinki Hall of the Finlandia Hall, Mannerheimintie 13 e, Helsinki (entrance
from doors M4 and K4).  The reception of persons who have registered for the
meeting and the distribution of voting tickets will commence at 10:00 am. 



A. Matters on the agenda of the General Meeting

At the General Meeting, the following matters will be considered:

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 legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Authorizing the Board of Directors to decide on a Rights Offering

The Board of Directors proposes to the Extraordinary General Meeting that the
General Meeting authorize the Board of Directors to decide on issuing new
shares through a rights offering whereby the shareholders have the right to
subscribe for the new shares in proportion to their current shareholdings in
the company. 

Sponda Plc has on 4 February 2016 signed agreements with Forum Fastighets Kb
and Föreningen Konstsamfundet r.f. regarding the purchase of shares in Ab
Mercator Oy, which owns six real estate properties, and shares in Ab Forum
Capita Oy, which manages the real estate properties. Funds received by the
company based on a possible share issue decision made by virtue of this
authorization may be used, e.g for the partial funding of this acquisition. The
completion of the acquisition is not conditional on the completion of the share
issue. 

The Board of Directors proposes that the aggregate number of new shares issued
on the basis of the authorization may not exceed 80,000,000 shares,
corresponding to approximately 28.26 % of all the existing shares in the
Company. The issuance of shares will be carried out in accordance with the
shareholders’ pre-emptive rights, i.e. the new shares will be offered to the
shareholders for subscription in proportion to the shareholders' existing
holdings. The Board of Directors decides on all other terms and conditions of
the issuance of shares, including allocation of the shares between shareholders
in a potential secondary offering. 

The authorization is proposed to be in force until 31 August 2016. The Board of
Directors proposes that this authorization will not replace the authorization
given to the Board of Directors to decide on a share issue in the Annual
General Meeting held on 16 March 2015. 

7. Closing of the meeting

B.  Documents of the General Meeting

The aforementioned proposals on the matters on the agenda of the General
Meeting as well as this notice to the General Meeting are available on Sponda
Plc’s website at http://investors.sponda.fi/EGM2016. Other documents of the
General Meeting required by the Companies Act are available on the
above-mentioned website as of 8 February 2016 at the latest. The proposals for
decisions and the documents required by the Companies Act are also available at
the meeting. Copies of these documents and of this notice will be sent to
shareholders upon request. The minutes of the meeting will be available on the
above-mentioned website as of 14 March 2016 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 17 February 2016 in the shareholders’
register of the company held by Euroclear Finland Ltd has the right to
participate in the Extraordinary General Meeting. A shareholder whose shares
are registered on his/her personal Finnish book-entry account is registered in
the shareholders’ register of the company. 

A shareholder, who is registered in the shareholders’ register of the company
and who wishes to participate in the General Meeting, shall register for the
meeting no later than on 24 February 2016 at 4:00 pm by which time the
registration shall be received by the company. Shareholders can register for
the meeting by one of the following means: 

a) on the company’s website http://investors.sponda.fi/EGM2016;
b) by telephone, +358 (0)20 7765 432  or +358 (0)20 7765 454, weekdays Mon-Fri
between 9:00 am and 4:00 pm; 
c) by email to ilmoittautuminen.sponda@castren.fi;
d) by telefax, +358 (0)20 7765 001 / Registration Sponda; or
e) by regular mail to Castrén & Snellman Attorneys Ltd, Registration Sponda, PO
Box 233, 00131 Helsinki, Finland. 

In connection with the registration, a shareholder shall notify his/her name,
personal identification number or business identity code, address, telephone
number, as well as the name of a possible assistant or proxy representative and
the personal identification number of the proxy representative. The personal
data given to Sponda Plc is used only in connection with the Extraordinary
General Meeting and with the processing of related registrations. 

By request, a shareholder, his/her representative or proxy representative must
be able to evidence his/her identity and/or representation right at the meeting
venue. 

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the
General Meeting by virtue of such shares, based on which he/she on the record
date of the General Meeting, i.e. on 17 February 2016, would be entitled to be
registered in the shareholders’ register of the company held by Euroclear
Finland Ltd. The right to participate in the General Meeting requires, in
addition, that the shareholder on the basis of such shares has been temporarily
registered into the shareholders’ register held by Euroclear Finland Ltd at the
latest by 24 February 2016 at 10 am. As regards nominee registered shares this
constitutes due registration for the General Meeting. 

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the temporary
shareholders’ register of the company, the issuing of proxy documents and
registration for the General Meeting from his/her custodian bank. The account
operator of the custodian bank has to register a holder of nominee registered
shares who wants to participate in the Extraordinary General Meeting
temporarily into the shareholders’ register of the company at the latest by the
time stated above. 

3. Proxy representative and powers of attorney

A shareholder may participate in the General Meeting and exercise his/her
rights at the meeting by way of proxy representation. A proxy representative
shall produce a dated proxy document or otherwise in a reliable manner
demonstrate his/her right to represent the shareholder at the Extraordinary
General Meeting. In the event that a shareholder participates in the General
Meeting by means of several proxy representatives representing the shareholder
with shares at different book-entry accounts, the shares by which each proxy
representative represents the shareholder shall be identified in connection
with the registration for the General Meeting. 

Possible proxy documents and powers of attorney are requested to be delivered
in originals to Castrén & Snellman Attorneys Ltd, Registration Sponda, PO Box
233, 00131 Helsinki, Finland before the end of the last date for registration. 

4. Other instructions and information

Pursuant to Chapter 5, section 25 of the Companies Act, a shareholder who is
present at the General Meeting has 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, 4 February 2016, the total
number of shares in Sponda Plc and votes represented by such shares is
283,075,462. 

The participants to the meeting are welcome to have coffee and confectionery
after the meeting. 


In Helsinki, 4 February 2016

Sponda Plc
Board of Directors




Further information: Tuula Kunnas, Chief Legal Counsel, tel. +358 20 431 3384





Sponda Plc is a property investment company specializing in commercial
properties in the largest cities in Finland. Sponda's business concept is to
own, lease and develop retail and office properties and shopping centres into
environments that promote the business success of its clients. The fair value
of Sponda's investment properties is approximately EUR 3.1 billion and the
leasable area is around 1.1 million m².