Sponda - Notice to general meeting

Notice to Sponda Plc’s Annual General Meeting

Sponda Plc                 Stock Exchange Release           5.2.2015, 08:30

Notice to Sponda Plc's Annual General Meeting

Notice is given to the shareholders of Sponda Plc to the Annual General Meeting
to be held on Monday 16 March 2015 at 2:00 pm Finnish time in the Helsinki Hall
of the Finlandia Hall, Mannerheimintie 13 e, Helsinki (entrance from doors M4
and K4). The reception of persons who have registered for the meeting and the
distribution of voting tickets 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 2014 

-   Review by the Chief Executive Officer

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 a dividend
of EUR 0.19 per share shall be paid. The dividends will be paid to shareholders
who are entered into Sponda Plc's shareholder register maintained by Euroclear
Finland Ltd on the dividend record date 18 March 2015. The Board of Directors
proposes that the dividends shall be paid on 25 March 2015. 

9. Resolution on the discharge of the members of the Board of Directors and the
CEO from liability 

10. Resolution on the remuneration of the members of the Board of Directors and
on the grounds for compensation for travel expenses 

The Nomination Board of Sponda Plc proposes to the Annual General Meeting that
the annual remuneration payable to the members of the Board of Directors to be
elected at the Annual General Meeting for the term until the close of the
Annual General Meeting in 2016 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 shall be paid a compensation of EUR 1,000 and each of the
other Board members EUR 600 for the Board meetings attended. The Nomination
Board proposes 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. 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 the interim report 1 January - 31 March 2015 of Sponda Plc. The
Nomination Board further proposes that travel expenses be compensated based on
the grounds for compensation approved by the Finnish Tax Administration. 

11. Resolution on the number of members of the Board of Directors

The Nomination Board of Sponda Plc proposes to the Annual General Meeting that
the number of the members of the Board of Directors be confirmed as seven (7)
ordinary members. 

12. Election of members of the Board of Directors

The Nomination Board of Sponda Plc proposes to the Annual General Meeting that
the current members of the Board of Directors Kaj-Gustaf Bergh, Christian
Elfving, Paul Hartwall, Juha Laaksonen, Leena Laitinen, Arja Talma and Raimo
Valo be re-elected to the Board of Directors for the term until the close of
the Annual General Meeting in 2016. 

13. Resolution on the remuneration of the auditors

The Board of Directors proposes to the Annual General Meeting, in accordance
with the recommendation of the Board's Audit Committee, that the auditors be
remunerated pursuant to the auditors' invoice. 

14. Election of the auditors and the deputy auditor

The Board of Directors proposes to the Annual General Meeting, in accordance
with the recommendation of the Board's Audit Committee, that APA Esa Kailiala
and the firm of authorized public accountants KPMG Oy Ab, which has stated that
APA Lasse Holopainen will act as responsible auditor, be appointed as auditors
and APA Petri Kettunen be appointed as deputy auditor. 

15. Authorizing the Board of Directors to decide on the repurchase of the
company's own shares 

The Board of Directors proposes to the Annual General Meeting 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 14,150,000 shares can be repurchased in one or several tranches. The
proposed maximum number of the authorization corresponds to approximately 5 per
cent of all 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 public trading organized by NASDAQ OMX Helsinki Ltd, in compliance with
its rules and guidelines. 

The consideration paid for the shares acquired must 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 within the validity period of this authorization 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 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 2014. 

16. Authorizing of the Board of Directors to decide on the issuance of shares
and the issuance 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
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 authorized to decide on a directed share issue in
deviation from the shareholders' pre-emptive rights and on the granting of
special rights in accordance with the conditions mentioned in the Companies
Act. 

Based on the authorization, a maximum of 28,300,000 shares can be issued. The
pro-posed 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 restructurings, 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 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 issuance of special rights entitling to shares
of 19 March 2014. 

17. Closing of the meeting

B.  Documents of the Annual General Meeting

The aforementioned proposals on the matters on the agenda of the Annual General
Meeting as well as this notice to the General Meeting are available on Sponda
Plc's website at http://investors.sponda.fi/AGM2015. The annual accounts, the
report of the Board of Directors and the auditors' report of Sponda Plc are
available on the above-mentioned website as of 23 February 2015 at the latest.
The proposals for decisions and the other above-mentioned documents 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 of 30 March 2015 at the latest. 

C.  Instructions for the participants in the Annual General Meeting

1. Shareholders registered in the shareholders' register

Each shareholder, who is registered on 4 March 2015 in the shareholders'
register of the company held by Euroclear Finland Ltd, has the right to
participate in the Annual General Meeting. A shareholder, whose shares are
registered on his/her personal Finnish book-entry account, is registered in the
shareholders' register of the company. 

A shareholder, who is registered in the shareholders' register of the company
and who wishes to participate in the Annual General Meeting, shall register for
the meeting no later than on 11 March 2015 at 4:00 pm by which time the
registration shall be received by the company. Shareholders can register for
the meeting by one of the following means: 

a) on the company's website http://investors.sponda.fi/AGM2015;
b) by telephone, +358 (0)20 7765 432 / Anne Länsimäki, weekdays Mon-Fri between
9:00 am and 4:00 pm; 
c) by telefax, +358 (0)20 7765 001 / Anne Länsimäki; or
d) by regular mail to Castrén & Snellman Attorneys Ltd, Anne Länsimäki, PO Box
233, 00131 Helsinki, Finland. 

In connection with the registration, a shareholder shall notify his/her name,
personal identification number or business identity code, address, telephone
number, as well as the name of a possible assistant or proxy representative and
the personal identification number of the proxy representative. The personal
data given to Sponda Plc is used only in connection with the Annual General
Meeting and with the processing of related registrations. 

By request, a shareholder, his/her representative or proxy representative must
be able to evidence his/her identity and/or representation right at the meeting
venue. 

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the
Annual General Meeting by virtue of such shares, based on which he/she on the
record date of the Annual General Meeting, i.e. on 4 March 2015, would be
entitled to be registered in the shareholders' register of the company held by
Euroclear Finland Ltd. The right to participate in the Annual General Meeting
requires, in addition, that the shareholder on the basis of such shares has
been temporarily registered into the shareholders' register held by Euroclear
Finland Ltd at the latest by 11 March 2015 at 10 am. As regards nominee
registered shares this constitutes due registration for the General Meeting. 

A holder of nominee registered shares is advised to request well in advance the
necessary instructions regarding the registration in the temporary
shareholder's register of the company, the issuing of proxy documents and
registration for the General Meeting from his/her custodian bank. The account
operator of the custodian bank has to register a holder of nominee registered
shares, who wants to participate in the Annual General Meeting, temporarily
into the shareholders' register of the company at the latest by the time stated
above. 

3. Proxy representative and powers of attorney

A shareholder may participate in the 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. In the event that a shareholder participates in the Annual General
Meeting by means of several proxy representatives representing the shareholder
with shares at different book-entry accounts, the shares by which each proxy
representative represents the shareholder shall be identified in connection
with the registration for the Annual General Meeting. 

Possible proxy documents and powers of attorney are requested to be delivered
in originals to Castrén & Snellman Attorneys Ltd, Anne Länsimäki, PO Box 233,
00131 Helsinki, Finland before the end of the last date for registration. 

4. Other instructions and information

Pursuant to Chapter 5, section 25 of the Companies Act, a shareholder who is
present at the General Meeting has the right to request information with
respect to the matters to be considered at the meeting. 

On the date of this notice to the Annual General Meeting, 5 February 2015, the
total number of shares in Sponda Plc and votes represented by such shares is
283,075,462. 

The company would like to welcome the participants to the meeting to have
coffee and confectionery after the meeting. 



In Helsinki, 5 February 2015



SPONDA PLC
Board of Directors




Further information:  Leena Rentola, Legal Counsel, tel. +358 20 431 3488





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