Sponda - Company Announcement

The Board of Directors of Sponda Plc resolved on key employees’ incentive scheme

Sponda Plc             Stock Exchange Release         20 March 2012 at 11:50 am


The Board of Directors of Sponda Plc resolved on key employees' incentive scheme

The Board of Directors of Sponda Plc has resolved on a new share-based
incentive scheme for the Group's key employees. The purpose of the scheme is to
combine the objectives of the shareholders and key employees in order to
increase the value of the Company, to commit key employees to the Company, and
to offer them a competitive remuneration scheme based on shareholding in the
Company. 

The scheme consists of three three-year earning periods, calendar years
2012—2014, 2013—2015 and 2014—2016. The Board of Directors shall decide on
earning criteria and on targets to be established for the earning criteria for
each earning period. The earning criteria for the earning period 1 January 2012
— 31 December 2014 are the Group´s average Return on Capital Employed (ROCE, %)
during financial years 2012—2014 and the Group's cumulative Operational Cash
Earnings per Share (CEPS) during financial years 2012—2014. In addition, the
Board of Directors assesses the Group's success in relation to the prevailing
market conditions. 

The possible remuneration shall be paid partly in the Company's shares and
partly in cash. The proportion to be paid in cash is intended to cover taxes
and tax-related costs incurred from the remuneration to a key employee.
Possible remuneration for the earning period 2012-2014 shall be paid in spring
2015. 

The shares may not be disposed of during the three-year commitment period
following the earning period. The commitment period of the earning period
2012-2014 ends on 31 December 2017. The members of the Group's Executive Board
must hold one half of the shares paid on the basis of the scheme after the end
of the commitment period until the value of his or her shareholding in the
Company in total corresponds to the value of his or her annual gross salary.
Such number of shares must be held as long as his or her employment or service
in a Group company continues. 

The maximum value of remuneration to be paid on the basis of each earning
period is a key employee's annual gross salary, at a maximum. The annual gross
salary means total salary together with fringe benefits of the calendar year
preceding the remuneration payment, the annual remuneration scheme and
long-term incentive scheme excluded. 

During the earning period 2012—2014, members of the Group's Executive Board, a
total of seven persons, are included in the scheme. The Board of Directors may
decide to include more key employees in the scheme. The remuneration to be paid
on the basis of the earning period 2012—2014 correspond to a maximum total of
600,000 Sponda Plc shares (including also the proportion to be paid in cash). 

Helsinki 20 March 2012

Sponda Plc

Kari Inkinen
President and CEO



Further Information: Kari Inkinen, President and CEO, Tel. No. +358 400 402 653


Distribution:
NASDAQ OMX Helsinki Ltd
Main Media
www.sponda.fi



Sponda Plc is a property investment company specializing in commercial
properties in the largest cities in Finland and Russia. Sponda's business
concept is to own, lease and develop office, retail and logistics properties
into environments that promote the business success of its clients. The fair
value of Sponda's investment properties is approximately EUR 3.2 billion and
the leasable area is around 1.5 million m².