Sponda - Decisions of general meeting

Resolutions of Sponda Plc's Annual General Meeting and the Board of Directors and Dividend Payment Plan for Year 2016

Sponda Plc               Stock Exchange Release 21 March 2016, 3:50 p.m.



Resolutions of Sponda Plc's Annual General Meeting and the Board of Directors
and Dividend Payment Plan for Year 2016 



1. Matters pertaining to the Annual General Meeting

The Annual General Meeting of Sponda Plc was held in Helsinki on Monday, 21
March 2016. The meeting adopted the financial statements for the financial year
2015 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 0.19 per share
from the financial year 2015 in accordance with the proposal of the Board of
Directors. The dividend record date will be 23 March 2016 and the dividends
will be paid on 1 April 2016. 

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 2015 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 eight (8)
ordinary members. The current members of the Board of Directors Kaj-Gustaf
Bergh, Christian Elfving, Paul Hartwall, Leena Laitinen, Arja Talma and Raimo
Valo were re-elected and Outi Henriksson and Juha Metsälä were elected as new
members of the Board of Directors for the term that expires at the closing of
the Annual General Meeting in 2017. Outi Henriksson's and Juha Metsälä's terms
will begin upon the registration of the amendment of the provision of the
Articles of Association of the company regarding the Board of Directors in the
Trade Register and the terms of the other members began at the closing of the
Annual General Meeting. 

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 2016 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 auditors' approved invoices. 



2. Amendment of the Articles of Association

The provision of the Articles of Association regarding the Board of Directors
was amended to read as follows in accordance with the proposal of the Board of
Directors: 

4 § Board of Directors

The Company has a Board of Directors, which is composed of five to nine (5-9)
ordinary members. 

The term of office of the members of the Board of Directors shall expire at the
end of the first Annual General Meeting following the election. 



3. 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 14,150,000 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 16 March 2015. 



4. 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 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 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 16 March
2015, but it did not replace the authorization regarding a rights offering
decided in the 

Extraordinary General Meeting on 29 February 2016.



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 Arja Talma as its deputy
chairman. 

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

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 Arja Talma, 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 21 March 2016, the Board of Directors has
in its constitutive meeting decided on the following plan: the planned dividend
payment dates for the dividends to be possibly paid on the basis of the
authorization are 15 August 2016 and 8 December 2016. The Board of Directors
will make the actual decisions on the payment of dividends, including the
dividend payment dates and the record dates 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, 21 March 2016



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