Sponda - Notice to general meeting

Notice to Sponda Plc's Annual General Meeting

Sponda Plc                       Stock Exchange Release 3 February 2011, 9:00 am



Notice to Sponda Plc's Annual General Meeting

Notice is given to the shareholders of Sponda Plc to the Annual General Meeting
to be held on Wednesday 16 March 2011 at 2:00 pm in the Congress Hall A of the
Finlandia Hall, Mannerheimintie 13 e, Helsinki (entrance from doors M1 and K1).
The reception of persons who have registered for the meeting and the
distribution of voting tickets will commence at 1:00 pm. 

A. Matters on the agenda of the Annual General Meeting

At the Annual 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. Presentation of the annual accounts, the report of the Board of Directors
and the auditor's report for the year 2010 

- Review by the CEO

7. Adoption of the annual accounts

8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend 

The Board of Directors proposes to the General Meeting that a dividend of EUR
0.15 per share shall be paid. The dividends are paid to shareholders who are
entered into Sponda Plc's shareholder register maintained by Euroclear Finland
Ltd. on the record date 21 March 2011. The Board of Directors proposes that the
dividends shall be paid on 28 March 2011. 

9. Resolution on the discharge of the members of the Board of Directors and the
CEO from liability 

10. Resolution on the remuneration of the members of the Board of Directors and
on the grounds for compensation for travel expenses 

The Nomination Committee appointed by the Annual General Meeting in 2010
proposes to the Annual General Meeting that the following annual remuneration
be paid to the members of the Board of Directors to be elected at the Annual
General Meeting for the term until the close of the Annual General Meeting in
2012: EUR 60,000 for the Chairman of the Board, EUR 36,000 for the Vice
Chairman of the Board, and EUR 31,200 for the other members. In addition, the
Nomination Committee proposes that additional compensation of EUR 600 shall be
paid to all members of the Board of Directors for the meetings attended,
including the meetings of the committees of the Board of Directors. The
Nomination Committee proposes that 40 % of the fixed annual remuneration be
paid in Sponda Plc's shares to be acquired by means of public trading. The
shares will be purchased within two weeks from the release of the interim
report 1 January - 31 March 2011 of Sponda Plc. 

11. Resolution on the number of members of the Board of Directors

The Nomination Committee appointed by the Annual General Meeting in 2010
proposes to the Annual General Meeting that the number of the members of the
Board of Directors be confirmed as six (6) ordinary members. 

12. Election of members of the Board of Directors

The Nomination Committee appointed by the Annual General Meeting in 2010
proposes to the Annual General Meeting that Lauri Ratia, Klaus Cawén, Tuula
Entelä, Arja Talma and Erkki Virtanen from the current members of the Board of
Directors be re-elected and that Raimo Valo be elected as a new member to the
Board of Directors. 

13. Resolution on the remuneration of the auditors

The Board of Directors proposes to the Annual General Meeting, in accordance
with the recommendation of the Board's Audit Committee, that the auditors be
remunerated pursuant to the auditors' invoice. 

14. Election of the auditors and the deputy auditor

The Board of Directors proposes to the Annual General Meeting, in accordance
with the recommendation of the Board's Audit Committee, that APA Raija-Leena
Hankonen and the firm of authorized public accountants KPMG Oy Ab, which has
appointed APA Kai Salli as responsible auditor, be appointed as auditors and
APA Ari Eskelinen be appointed as a deputy auditor. 

15. Authorizing the Board of Directors to decide on the repurchase of the
company's own shares 

The Board of Directors proposes to the Annual General Meeting that the Annual
General Meeting authorize the Board to decide on the repurchase of the
company's own shares using the funds in the company's unrestricted equity. A
maximum of 13,878,000 shares can be repurchased in one or several tranches. The
proposed maximum number of the authorization corresponds to approximately five
per cent of all shares of the company. 

The shares are to be repurchased in public trading and such repurchases will
therefore be carried out as directed acquisitions, i.e., not in proportion to
the holdings of the shareholders. The repurchases of the company's own shares
will be carried out through public trading organized by the NASDAQ OMX Helsinki
Ltd., in compliance with its rules and guidelines. 

The consideration paid for the shares acquired must be based on the share's
price as it is quoted in public trading. The minimum consideration thus
corresponds to the lowest market price quoted for the share in public trading
and the maximum consideration, correspondingly, to the highest market price
quoted for the share in public trading within the validity period of this
authorization. 

The Board of Directors shall decide on other terms for the repurchase of the
company's own shares. 

The authorization is proposed to be in force until the next Annual General
Meeting. This authorization replaces the Annual General Meeting's authorization
for the repurchase of the company's own shares of 17 March 2010. 

16. Authorizing of the Board of Directors to decide on the issuance of shares
and the issuance of special rights entitling to shares 

The Board of Directors proposes to the Annual General Meeting that the Annual
General Meeting authorize the Board to decide on a share issue and on the
issuance of special rights entitling to shares in accordance with Chapter 10,
section 1 of the Companies Act. A share issue may be carried out by offering
new shares or by transfer of treasury shares. Based on this authorization, the
Board of Directors is authorized to decide on a directed share issue in
deviation from the shareholders' pre-emptive rights and on the granting of
special rights subject to the conditions mentioned in the Companies Act. 

Based on the authorization, a maximum of 27,757,000 shares can be issued. The
proposed maximum amount corresponds to approximately 10 per cent of all the
current shares of the company. 

The Board of Directors can act on this authorization in one or several
tranches. The Board of Directors can use the authorization to finance or carry
out corporate acquisitions or other restructuring, to strengthen the company's
capital structure, or for other purposes decided by the Board of Directors. The
authorization may not, however, be used for the implementation of incentive
schemes for the company's management or key personnel. 

The Board of Directors is authorized to decide on other conditions of the share
issues and issuance of special rights. 

The authorization is proposed to be in force until the next Annual General
Meeting. This authorization replaces the Annual General Meeting's authorization
to decide on a share issue and issuance of special rights entitling to shares
of 17 March 2010. 

17. Proposal on the establishment of a Nomination Board

The largest shareholder of the company, Solidium Oy, proposes that the Annual
General Meeting establish a Nomination Board to prepare proposals on the
election and remuneration of members of the Board of Directors for the next
Annual General Meeting. 

According to the proposal, the duties of the Nomination Board shall be

- the preparation of the proposal on the members of the Board of Directors to
be presented to the General Meeting; 

- the preparation of the proposal on matters pertaining to the remuneration of
the members of the Board of Directors to be presented to the General Meeting; 

- looking for prospective successors for the members of the Board of Directors;
and 

- the presentation of the proposals on the members of the Board of Directors
and matters pertaining to their remuneration to the General Meeting. 

The three largest shareholders or their representatives shall be appointed to
the Nomination Board, and the Nomination Board shall also include the Chairman
of the Board of Directors as an expert member. The three shareholders who are
entered in the company's shareholders' register maintained by Euroclear Finland
Oy on 1 October 2011 and whose portions of the votes produced by all the shares
in the company according to the shareholders' register are the greatest shall
have the right to appoint members representing shareholders. If a shareholder
with an obligation to disclose certain changes in its holdings under the
Securities Markets Act (a shareholder obligated to give a flagging notice),
presents a demand regarding the matter to the company's Board of Directors on
30 September 2011 at the latest, the holdings of such a shareholder registered
in several different funds or registers shall be aggregated when calculating
the portion of votes. If a shareholder does not wish to use its right to
appoint a member to the Nomination Board, the right shall be transferred to the
next largest shareholder according to the shareholders' register who would
otherwise not have the right to appoint a member. 

The Nomination Board shall be convened by the Chairman of the Board of
Directors, and the Nomination Board shall elect its chairman from among its
members. 

The Nomination Board shall give its proposal to the Company's Board of
Directors on 1 February before the Annual General Meeting, at the latest. 

18. Closing of the meeting

B. Documents of the Annual General Meeting

The aforementioned proposals on the matters on the agenda of the Annual General
Meeting as well as this notice are available on Sponda Plc's website at
http://investors.sponda.fi/governance/general-meetings.aspx. The annual report,
the report of the Board of Directors and the auditors' report of Sponda Plc are
available on the above-mentioned website no later than on 23 February 2011. The
proposals for decisions and the other above-mentioned documents 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 from 30 March 2011. 

C. Instructions for the participants in the Annual General Meeting

1. Shareholders registered in the shareholders' register

Each shareholder, who is registered on 4 March 2011 in the shareholders'
register of the company held by Euroclear Finland Ltd., has the right to
participate in the Annual 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 wants to participate in the Annual General Meeting, shall register for
the meeting no later than on 11 March 2011 at 4:00 pm by giving a prior notice
of participation, which shall be received by the company no later than on the
above-mentioned date. Such notice can be given: 

  -- on the company's website
     http://investors.sponda.fi/governance/general-meetings.aspx;
  -- by telephone, +358 (0)20 7765 432 / Anne Länsimäki, weekdays Mon-Fri at
     9:00 am to 4:00 pm;
  -- by telefax, +358 (0)20 7765 001 / Anne Länsimäki; or
  -- by regular mail to Castrén & Snellman Attorneys Ltd, Anne Länsimäki, PO
     Box 233, 00131 Helsinki, Finland.

In connection with the registration, a shareholder shall notify his/her name,
personal identification number, 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 Annual General Meeting and with the processing
of related registrations. 

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the
Annual General Meeting by virtue of such shares, based on which he/she on the
record date of the Annual General Meeting, i.e. on 4 March 2011, would be
entitled to be registered in the shareholders' register of the company held by
Euroclear Finland Ltd. The right to participate in the Annual General Meeting
requires, in addition, that the shareholder on the basis of such shares has
been registered into the temporary shareholders' register held by Euroclear
Finland Ltd. at the latest by 11 March 2011 by 10 am. As regards nominee
registered shares this constitutes due registration for the Annual General
Meeting. 

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the temporary
shareholder's register of the company, the issuing of proxy documents and
registration for the Annual General Meeting from his/her custodian bank. The
account management organization of the custodian bank has to register a holder
of nominee registered shares, who wants to participate in the Annual General
Meeting, into the temporary 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 Annual 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 Annual
General Meeting. When a shareholder participates in the Annual 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 Annual General Meeting. 

Possible proxy documents and powers of attorney should be delivered in
originals to Castrén & Snellman Attorneys Ltd, Anne Länsimäki, 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 Annual 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 Annual General Meeting, 3 February 2011, the
total number of shares in Sponda Plc and votes represented by such shares is
277,575,462. 

The company would like to welcome the participants to the meeting to have
coffee and confectionery after the meeting. 

In Helsinki 3 February 2011

SPONDA PLC

Board of Directors



Additional information: Chief Legal Counsel Tuula Kunnas, tel. +358-40-555 2140



Sponda Plc is the largest real estate investment company specializing in
commercial properties in the largest cities of Finland and Russia. Sponda's
business concept is to own, rent and develop office, retail and logistics
properties that promote the business success of its clients. The fair value of
Sponda's property portfolio is EUR 2.8 billion and the total leasable area of
Sponda's investment properties is about 1.5 million m².