Sponda - Company Announcement

Resolutions of Sponda Plc’s Annual General Meeting of Shareholders and the Board of Directors

Sponda Oyj              Stock Exchange Release 20 March 2012, 16:00 pm


Resolutions of Sponda Plc's Annual General Meeting of Shareholders and the
Board of Directors 


1. MATTERS PERTAINING TO THE ANNUAL GENERAL MEETING

The Annual General Meeting of Shareholders of Sponda Plc was held in Helsinki
on Tuesday, 20 March 2012. The meeting adopted the consolidated financial
statements and the parent company's financial statements for the financial year
2011 and discharged the members of the Board of Directors and the CEO from
liability. 

The Annual General Meeting resolved to pay a dividend of EUR 0.16 per share
from the financial period 2011 in accordance with the proposal of the Board of
Directors. The record date for dividend payment will be 23 March 2012 and the
dividend will be paid on 30 March 2012. 

The number of the members of the Board of Directors was confirmed as six (6).
The current members of the Board of Directors Klaus Cawén, Tuula Entelä, Lauri
Ratia, Arja Talma, Raimo Valo and Erkki Virtanen were re-elected to the Board
of Directors for a term ending at the end of the next Annual General Meeting. 

The remuneration of the Board of Directors was confirmed as follows: the
chairman of the Board shall be paid EUR 60,000 per year, the deputy chairman of
the Board EUR 36,000 per year, and the other members of the Board EUR 31,200
per year. 40% of the fixed annual remuneration will 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 2012
of Sponda Plc. It was further confirmed that an additional compensation of EUR
600 shall be paid for the meetings attended, including the meetings of the
committees of the Board of Directors. 

APA Raija-Leena Hankonen and the firm of authorized public accountants KPMG Oy
Ab, with APA Kai Salli as responsible auditor, were appointed as the auditors
and APA Ari Eskelinen was appointed as the deputy auditor of Sponda Plc for a
term ending at the end of the next Annual General Meeting. The Annual General
Meeting resolved to remunerate the auditors in accordance with their invoice. 

2. AUTHORIZATION OF THE BOARD OF DIRECTORS TO DECIDE ON THE REPURCHASE OF THE
COMPANY'S OWN SHARES 

The Annual General Meeting of Shareholders authorized the Board of Directors to
decide on the repurchase of the company's own shares using the funds in the
company's unrestricted equity in accordance with the proposal of the Board of
Directors. A maximum of 14,150,000 shares can be repurchased in one or several
tranches. The maximum number of the authorization corresponds to approximately
5% 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 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 16 March 2011. 

3. AUTHORIZATION OF THE BOARD OF DIRECTORS TO DECIDE ON THE ISSUANCE OF SHARES
AND THE ISSUANCE OF SPECIAL RIGHTS ENTITLING TO SHARES 

The Annual General Meeting of Shareholders authorized the Board of Directors to
decide on a share issue and on the issuance of special rights entitling to
shares referred to in Chapter 10, Section 1 of the Companies Act in accordance
with the proposal of the Board of Directors. The share issue may be carried out
by offering new shares or by transferring 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 28,300,000 shares can be issued. The
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 restructurings, 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 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 16 March
2011. 

4. ESTABLISHMENT OF A NOMINATION BOARD

The Annual General Meeting of Shareholders resolved, based on the proposition
of the company's largest shareholder Solidium Oy, to 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. 

The duties of the Nomination Board are

a. the preparation of the proposal on the members of the Board of Directors to
be presented to the General Meeting; 
b. 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; 
c. scouting for prospective successors for the members of the Board of
Directors; and 
d. 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
Ltd on 1 October 2012 and whose holding 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
28 September 2012 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. 

5. DECISIONS OF THE BOARD OF DIRECTORS OF SPONDA PLC

At its constitutive meeting after the Annual General Meeting, the Board of
Directors elected Lauri Ratia as its chairman and Klaus Cawén as its deputy
chairman. 

The following persons were elected as members of the Audit Committee: Arja
Talma as the chairman, Raimo Valo as the deputy chairman and Erkki Virtanen as
member. 

The following persons were elected as members of the Structure and Remuneration
Committee: Lauri Ratia as the chairman, Klaus Cawén as deputy chairman and
Tuula Entelä as member. 

The Board of Directors evaluated that Tuula Entelä, Lauri Ratia, Arja Talma,
Klaus Cawén and Raimo Valo are independent of the company and significant
shareholders and Erkki Virtanen is independent of the company. 


Helsinki, 20 March 2012

Sponda Plc
The Board of Directors


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



Sponda Plc is a 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 3.2 billion and the total leasable area of Sponda's
investment properties is about 1.5 million m².