2009-02-26 16:13:20 CET
2009-02-26 16:14:18 CET
REGULATED INFORMATION
Sponda - Notice to general meeting
Notice to Sponda Plc's Annual General Meeting
Sponda Oyj Stock Exchange Release 26 February 2009, 17:15 NOTICE TO SPONDA PLC'S ANNUAL GENERAL MEETING Notice is given to the shareholders of Sponda Oyj to the Annual General Meeting to be held on Wednesday, 25 March 2009 at 2:00 pm in the Helsinki auditorium of the Finlandia Hall, Mannerheimintie 13 e, Helsinki (entrance from doors M3 and K3). The reception of persons who have registered for the meeting 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 2008. Review by the CEO and President. 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 Annual General Meeting that no dividend shall be paid. 9 Resolution on the discharge of the members of the Board of Directors and the President from liability 10 Resolution on the remuneration of the members of the Board of Directors and the basis of compensation for their travel expenses The Shareholders' Nomination Committee appointed at the Annual General Meeting in 2008 proposes that the Chairman of the Board be paid EUR 5,000 per month, the Vice Chairman of the Board EUR 3,000 per month, and the other members of the Board EUR 2,600 per month. An additional compensation of EUR 600 will be paid to each member for attendance at each board meeting. Travel expenses will be refunded in accordance with the company's travel policy. 11 Resolution on the number of members of the Board of Directors The Shareholders' Nomination Committee proposes that the number of members of the board be confirmed as seven (7) ordinary members. 12 Election of members of the Board of Directors The shareholders' Nomination Committee proposes that, in accordance to their consent, the following current members of the board be re-elected: Ms. Tuula Entelä, Mr. Timo Korvenpää, Mr. Lauri Ratia, Ms. Arja Talma, Mr. Klaus Cawén and Mr. Erkki Virtanen and that Mr. Martin Tallberg, whose information can be found at www.sponda.fi/media/tiedotteet, be elected as a new member of the Board of Directors, all to serve for a term until the close of the next Annual General Meeting. 13 Resolution on the remuneration of the auditor The Board of Directors proposes, on the recommendation of the Board's Audit Committee, that the auditors be paid remuneration in accordance with the auditors' invoice. 14 Election of the auditors and the deputy auditor The Board of Directors proposes, on 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, to be appointed as auditors and APA Riitta Pyykkö as deputy auditor to serve for a term until the close of the next Annual General Meeting. 15 Authorization of the Board of Directors to decide on the repurchase of the company's own shares The Board of Directors proposes 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 5,500,000 shares can be repurchased in one or several tranches. The proposed maximum number corresponds to approximately five percent of all shares of the company. The shares are to be repurchased in public trading and such repurchased will therefore be carried out as a directed acquisition, i.e., not in proportion to the holdings of the current 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 own 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 price quoted for the share in public trading and the maximum consideration, correspondingly, to the highest price quoted for it 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 19 March 2008. 16 Authorization of the Board of Directors to decide on a share issue and granting 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 granting of special rights entitling to shares, pursuant to Chapter 10(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. Under the authorization, a maximum of 11.000.000 shares can be issued. The proposed maximum amount corresponds approximately to 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, to strengthen the company's capitalization, or for other purposes decided by the Board of Directors. The authorization may not, however, be used for 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 for issuing 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 granting of special rights entitling to shares of 19 March 2008. 17 Proposal by Solidium Oy concerning the appointment of a Nomination Committee The largest shareholder of the company, Solidium Oy, proposes that the Annual General Meeting appoint a Nomination Committee to prepare proposals to the following Annual General Meeting concerning the company's board members and their remuneration. According to the proposal, representatives of the three largest shareholders shall be appointed to the Nomination Committee. In addition, the Chairman of the Board and a Member of the Board, independent of the largest shareholders and elected amongst the board, shall be appointed to the Nomination Committee. The three shareholders who hold the majority of all voting rights on 2 November immediately preceding the next Annual General Meeting shall have the right to appoint the members representing the shareholders. Should a shareholder not wish to use his nomination right, the right shall be transferred to the next largest shareholder. The largest shareholders will be determined by the shareholder information entered into the book-entry system, however, in such a way that a shareholder with an obligation, pursuant to the Finnish Securities Markets Act, to disclose information on certain changes in ownership (shareholder with disclosure obligation), e.g., holdings distributed into several different funds will be aggregated, if the shareholder notifies the board of directors in writing of his request to do so on 31 October 2009 at the latest. The Nomination Committee shall be summoned by the Chairman of the Board and the Committee appoints a chairman from among its members. The proposals of the Nomination Committee are to be submitted to the Board of Directors of the company at the latest on 1 February immediately preceding the Annual General Meeting. 18 Closing of the meeting B. Documents of the general meeting This notice, including in their entirety the above proposals of the board of directors and its committees on the agenda of the Annual General Meeting, is available on Sponda Oyj's website at www.sponda.fi as well as at the company's head office at the address Korkeavuorenkatu 45 A, 00130 Helsinki, Finland, as from Tuesday 17 March 2009. The annual report of Sponda Oyj, including the company's annual accounts, the report of the board of directors and the auditor's report, is available on the above-mentioned website no later than 9 March 2009. The proposals of the Board of Directors and the annual accounts 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 8 April 2009. C. Instructions for the participants in the Annual General Meeting 1 Participation and registration The right to participate in the Annual General Meeting is held by a shareholder who is registered as the company's shareholder in the shareholder register, maintained by Euroclear Finland Ltd on Friday 13 March 2009. In order to be entitled to attend the Annual General Meeting, the shareholder must notify of his intention to attend no later than on Thursday, 19 March 2009 at 4:00 pm either by mail to Castrén & Snellman Attorneys Ltd, Anna-Kaisa Nenonen, PO Box 233, 00131 Helsinki, Finland, by telefax, 358 (0)20 7765 001 / Anna-Kaisa Nenonen by e-mail to anna-kaisa.nenonen@castren.fi, or by telephone, +358 (0)20 7765 273 / Anna-Kaisa Nenonen, weekdays Mon-Fri at 9:00 am to 4:00 pm. Notifications by letter, telefax or e-mail must reach the recipient before the end of registration on Thursday, 19 March 2008 at 4:00 pm. 2 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. Possible proxy documents should be delivered in originals to Castrén & Snellman Attorneys Ltd, Anna-Kaisa Nenonen, PO Box 233, 00131 Helsinki, Finland, before the last date for registration. 3 Holders of nominee registered shares A holder of nominee registered shares, who wants to participate in the Annual General Meeting, must be entered into the shareholders' register of the company on the record date 13 March 2009 of the meeting. A holder of nominee registered shares is advised to request necessary instructions regarding the registration in the shareholder's register of the company, the issuing of proxy documents and registration for the general meeting from his/her custodian bank. 4 Other instructions and information On the date of this notice to the general meeting 26 February 2009, the total number of shares in Sponda Plc is 111,030.,85 shares and the total number of votes in Sponda Plc is 111,030,185 votes. The company would like to welcome the participants to the meeting to have coffee and confectionery after the meeting. In Helsinki, 26 February 2009 SPONDA PLC Board of Directors Additional information: Erik Hjelt, Senior Vice President, Legal Affairs and Treasury, tel. +358 (0)20 431 3318.
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