Sponda - Decisions of general meeting

Resolutions of Sponda Plc's Annual General Meeting and the Board of Directors and Dividend Payment Plan for Year 2017

Sponda Plc                                        Stock Exchange Release 20
March 2017, 4:40 p.m.


Resolutions of Sponda Plc's Annual General Meeting and the Board of Directors
and Dividend Payment Plan for Year 2017

1. Matters pertaining to the Annual General Meeting

The Annual General Meeting of Sponda Plc was held in Helsinki on Monday, 20
March 2017. The meeting adopted the financial statements for the financial year
2016 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 0.08 per share from
the financial year 2016 in accordance with the proposal of the Board of
Directors. The dividend record date will be 22 March 2017 and the dividends will
be paid on 29 March 2017.

The General Meeting further authorized the Board of Directors to decide, at its
discretion, on the payment of dividend in no more than two tranches based on the
annual accounts adopted for the financial year 2016 in accordance with the
proposal of the Board of Directors. The maximum amount of dividend to be
distributed based on the authorization is EUR 0.12 per share. Based on this
authorization, the Board of Directors is entitled to decide on the dividend
record date, dividend payment date and other measures required by the matter.
When deciding on the possible payment of dividend, the Board of Directors shall
assess the company's liquidity and financial position as required by the
Companies Act. The authorization is in force until the beginning of the next
Annual General Meeting.

The number of the members of the Board of Directors was confirmed as seven (7)
ordinary members. The current members of the Board of Directors Kaj-Gustaf
Bergh, Christian Elfving, Paul Hartwall, Outi Henriksson, Leena Laitinen, Juha
Metsälä and Raimo Valo were re-elected for the term that expires at the closing
of the Annual General Meeting in 2018.

The Annual General Meeting confirmed that the remuneration of the chairman of
the Board is EUR 66,000 per year, the deputy chairman of the Board EUR 40,000
per year, and the other members of the Board EUR 33,000 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 2017 of Sponda Plc. It was
further confirmed that the Chairman of the Board shall be paid a compensation of
EUR 1,000 and each of the other Board members EUR 600 for the Board meetings
attended and that the Board members shall be paid EUR 600 for each committee
meeting attended and that the Chairman of the Audit Committee shall be paid EUR
1,000 for each Audit Committee meeting attended. It was further resolved that
travel expenses shall be compensated based on the grounds for compensation
approved by the Finnish Tax Administration.

APA Esa Kailiala and audit firm KPMG Oy Ab, with APA Lasse Holopainen as
responsible auditor, were appointed as the auditors and APA Petri Kettunen 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 according to the invoice approved by the company.

2. Authorization of the Board of Directors to decide on the repurchase of the
company's own shares

The Annual General Meeting 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 16,950,000 shares can be repurchased in one or several tranches. The
maximum number of the authorization corresponds to approximately 5 per cent of
all the current shares of the company.

The shares are to be repurchased in trading at the regulated market in the
Helsinki Stock Exchange 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 trading organized by Nasdaq Helsinki Ltd, in compliance with its rules
and guidelines.

The consideration paid for the shares acquired shall be based on the company's
share price as it is quoted in trading in the Helsinki Stock Exchange's stock
exchange list. The minimum consideration will thus correspond to the lowest
trading price quoted for the share in trading in the Helsinki Stock Exchange's
stock exchange list and the maximum consideration, correspondingly, to the
highest trading price quoted for the share in trading in the Helsinki Stock
Exchange's stock exchange list within the validity period of this authorization.

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

The authorization is in force until the next Annual General Meeting. The
authorization replaced the Annual General Meeting's authorization for the
repurchase of the company's own shares of 21 March 2016.

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 authorized the Board of Directors 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 also authorized 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 33,900,000 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 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 was authorized to decide on other terms of the share
issue and the issuance of special rights.

The authorization is in force until the next Annual General Meeting. The
authorization replaced the Annual General Meeting's authorization to decide on a
share issue and issuance of special rights entitling to shares of 21 March 2016.

4. Amendment of the Rules of Procedure of the Shareholders' Nomination Board

The Annual General Meeting resolved to amend the Rules of Procedure of the
Shareholders' Nomination Board in accordance with the proposal of the Board of
Directors. The principal contents of the amendment are as follows:

The right to appoint members to the Shareholders' Nomination Board shall be
determined based on holdings on 31 August in the calendar year preceding the
Annual General Meeting. The term of office of a member shall begin with the
appointment of that member to the Shareholders' Nomination Board and end
annually after the appointment of the new Shareholders' Nomination Board.

5. Decisions of the Board of Directors of Sponda Plc

At its constitutive meeting after the Annual General Meeting, the Board of
Directors elected Kaj-Gustaf Bergh as its chairman and Leena Laitinen as its
deputy chairman.

The following persons were elected as members of the Audit Committee: Outi
Henriksson as chairman, Raimo Valo as deputy chairman and Paul Hartwall as
member.

The following persons were elected as members of the Structure and Remuneration
Committee: Kaj-Gustaf Bergh as chairman, Christian Elfving as deputy chairman
and Leena Laitinen and Juha Metsälä as members.

The Board of Directors evaluated that Outi Henriksson, Leena Laitinen, Juha
Metsälä and Raimo Valo are independent of the company and its significant
shareholders, and Kaj-Gustaf Bergh, Christian Elfving and Paul Hartwall are
independent of the company.

On the basis of the dividend payment authorization granted to the Board of
Directors by the General Meeting of 20 March 2017, the Board of Directors has in
its constitutive meeting decided on the following plan: the planned dividend
payment dates for the dividends to possibly be paid on the basis of the
authorization are 15 August 2017 and 8 December 2017. The Board of Directors
will make the actual decisions on the payment of dividends, the dividend
payments dates and the record date and on other  measures related to the payment
of dividends separately at a later date, in which connection the Board of
Directors will assess the company's liquidity and financial position as required
by the Companies Act. The company will publish said decisions of the Board of
Directors separately.


Helsinki, 20 March 2017


Sponda Plc
The Board of Directors



Additional information: Tuula Kunnas, Chief Legal Counsel, tel. +358 20 431 3384



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




[]