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2011-03-16 15:40:00 CET 2011-03-16 15:40:02 CET REGULATED INFORMATION Sponda - Decisions of general meetingResolutions of Sponda Plc's Annual General Meeting of shareholders and the Board of DirectorsSponda Plc Stock Exchange Release 16 March 2011, 4:40 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 Wednesday, 16 March 2011. The meeting adopted the consolidated financial statements and the parent company's financial statements for the financial year 2010 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 0.15 per share from the financial period 2010 in accordance with the proposal of the Board of Directors. The record date for dividend payment will be 21 March 2011 and the dividend will be paid on 28 March 2011. The number of the members of the Board of Directors was confirmed as six (6). Klaus Cawén, Tuula Entelä, Lauri Ratia, Arja Talma and Erkki Virtanen of the current members of the Board of Directors were re-elected and Raimo Valo was elected as a new member 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 2011 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 13,878,000 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 17 March 2010. 3. Authorization of the Board of Directors to decide on a share issue and granting 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 27,757,000 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 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 17 March 2010. 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. looking 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 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. 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, 16 March 2011 Sponda Plc The 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 2.9 billion and the total leasable area of Sponda's investment properties is about 1.5 million m². |
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