Sponda - Company Announcement

Proposals of Sponda’s Shareholders’ Nomination Board for composition and remuneration of the Board of Directors

Sponda Plc                Stock Exchange Release 25 January 2016, 16:00



Proposals of Sponda’s Shareholders’ Nomination Board for composition and
remuneration of the Board of Directors 



In its meeting, the Shareholders' Nomination Board of Sponda Plc has decided to
propose to the Annual General Meeting to be held on 21 March 2016 that the
number of members of the Board of Directors be confirmed as eight ordinary
members. The Shareholders’ Nomination Board proposes that the current members
Kaj-Gustaf Bergh, Christian Elfving, Paul Hartwall, Leena Laitinen, Arja Talma
and Raimo Valo be re-elected and that Outi Henriksson and Juha Metsälä be
elected as new members to the Board of Directors for the term that expires at
the closing of the Annual General Meeting in 2017. The Shareholders’ Nomination
Board states that Juha Laaksonen from the current members was no longer
available as a member to the Board of Directors. The Shareholders’ Nomination
Board informs Sponda Plc’s Board of Directors that the proposal requires an
amendment to Sponda Plc’s articles of association allowing for the appointment
of 5-9 members. The Shareholders’ Nomination Board proposes that Outi
Henriksson’s and Juha Metsälä’s term begins upon the registration of the
amendment in the Trade Register and that the term of the other members begins
at the closing of the 2016 Annual General Meeting. 

The Shareholders’ Nomination Board of Sponda Plc proposes to the Annual General
Meeting that the remunerations remain unchanged and that the annual
remuneration payable to the members of the Board of Directors to be elected at
the Annual General Meeting for the term that expires at the closing of the
Annual General Meeting in 2017 be EUR 66,000 to the Chairman of the Board, EUR
40,000 to the Vice Chairman of the Board and EUR 33,000 to each of the other
members of the Board. In addition, the Nomination Board proposes that the
Chairman of the Board be paid a compensation of EUR 1,000 and each of the other
Board members be paid a compensation of EUR 600 for the each Board meeting
attended. The Nomination Board proposes that the Board members be paid EUR 600
for each committee meeting attended and that the Chairman of the Audit
Committee be paid EUR 1,000 for each Audit Committee meeting attended. The
Nomination Board proposes that 40% of the fixed annual remuneration be paid in
Sponda Plc’s shares purchased from the market. The shares will be purchased
within two weeks from the release of Sponda Plc’s interim report for 1
January–31 March 2016. The Nomination Board further proposes that travel
expenses be compensated based on the grounds for compensation approved by the
Finnish Tax Administration. 

Sponda Plc’s Board of Directors will incorporate the proposals into the notice
of the Annual General Meeting, which will be published later. 

The Nomination Board consisted of the following three largest shareholders on
30 September 2015: 



Oy Palsk Ab, Kaj-Gustaf Bergh;
Varma Mutual Pension Insurance Company, Pekka Pajamo; and
HC Fastigheter Holding Oy Ab, Ole Johansson.





For further information, please contact: Kaj-Gustaf Bergh, Chairman of the
Shareholders' Nomination Board, Tel. +358 40 524 7730. 



Sponda Plc



Kari Inkinen
President and CEO





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 3.2 billion and the
leasable area is around 1.2 million m².

Attachments:

CV Juha Metsala - EN.pdf

CV Outi Henriksson - EN.pdf