Sponda - Notice to convene extr.general meeting

INVITATION TO EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF SPONDA PLC

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE  
OR IN PART, IN OR INTO AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR THE UNITED     
STATES.                                                                         


Sponda Plc	 Stock Exchange Release 7 May 2009, 8:32 am                         


INVITATION TO EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF SPONDA PLC       

The Board of Directors of Sponda Plc has decided to convene an Extraordinary    
General Meeting of Shareholders on 25 May 2009 at 9:00 am in the Helsinki       
Auditorium of the Finlandia Hall, Mannerheimintie 13 e, Helsinki. The           
Extraordinary General Meeting of Shareholders is convened to decide on          
authorising the Board of Directors to undertake a rights offering.              

The rights offering is expected to amount to approximately EUR 200 million.     
Sponda is undertaking the offering to strengthen its balance sheet and          
liquidity. Solidium Oy, the owner of 34.3% of the shares in Sponda, has informed
the company that it will support the contemplated rights offering, vote in      
favour of the offering in the Extraordinary General Meeting of Shareholders and 
subscribe for its pro rata share in the offering.                               

Sponda has appointed Danske Markets and UBS Investment Bank as Joint Global     
Coordinators for the planned rights offering. Danske Markets and UBS Investment 
Bank will, subject to certain conditions, underwrite the remaining 65.7 percent 
of shares to be issued in the contemplated rights offering.                     

The invitation to the Extraordinary General Meeting of Shareholders in its      
entirety is appended to this release.                                           

Helsinki, 7 May 2009                                                            
Sponda Plc                                                                      
Board of Directors                                                              

Further information: Kari Inkinen, President and CEO, tel. +358 20 431 3311     

This document is an advertisement for the purposes of applicable measures       
implementing Directive 2003/71/EC (such Directive, together with any applicable 
implementing measures in the relevant home Member State under such Directive    
(the "Prospectus Directive"). A prospectus prepared pursuant to the Prospectus  
Directive will be published in connection with any offering of securities, and  
will be available at subscription locations in Finland.                         

The information contained herein is not for release, publication or             
distribution, directly or indirectly, in or into Australia, Canada, Japan, South
Africa or the United States. The information contained herein does not          
constitute an offer of securities for sale in the United States, nor may the    
securities be offered or sold in the United States absent registration or an    
exemption from registration as provided in the U.S. Securities Act of 1933, as  
amended, and the rules and regulations thereunder.  There is no intention to    
register any portion of the offering in the United States or to conduct a public
offering of any securities in the United States.                                

The information contained herein shall not constitute an offer to sell or the   
solicitation of an offer to buy, nor shall there be any sale of the securities  
referred to herein in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration, exemption from registration or         
qualification under the securities laws of any such jurisdiction.               

This communication does not constitute an offer of securities to the public in  
the United Kingdom. No prospectus has been or will be approved in the United    
Kingdom in respect of the securities. Consequently, this communication is       
directed only at (i) persons who are outside the United Kingdom, (ii) persons   
who have professional experience in matters relating to investments falling     
within Article 19(1) of the Financial Services and Markets Act 2000 (Financial  
Promotion) Order 2005 (the “FP Order”) and (iii) high net worth entities falling
within Article 49(2) of the FP Order, and other persons to whom it may lawfully 
be communicated,  (all such persons together being referred to as “relevant     
persons”).  Any investment activity to which this communication relates will    
only be available to, and will only be engaged with, relevant persons.  Any     
person who is not a relevant person should not act or rely on this document or  
any of its contents.                                                            

Any offer of securities to the public that may be deemed to be made pursuant to 
this communication in any EEA Member State that has implemented the Prospectus  
Directive is only addressed to qualified investors in that Member State within  
the meaning of the Prospectus Directive.                                        
Copies of this announcement are not being made and may not be distributed or    
sent into Australia, Canada, Japan, South Africa or the United States.          

Danske Bank A/S, Helsinki Branch and UBS Limited are acting for Sponda Plc and  
no one else in connection with the proposed rights offering and will not regard 
any other person (whether or not a recipient of this release) as a client in    
relation to the proposed rights offering and will not be responsible to anyone  
other than Sponda Plc for providing the protections afforded to their respective
clients or for providing advice in relation to the proposed rights offering or  
any matters referred to in this release.                                        

Neither Danske Bank A/S, Helsinki Branch nor UBS Limited accepts any            
responsibility whatsoever for the contents of this release, and makes no        
representation or warranty, express or implied, for the contents of this        
release, including its accuracy, completeness or verification, or for any other 
statement made or purported to be made by it, or on its behalf, in connection   
with Sponda Plc or the ordinary shares or the proposed rights offering, and     
nothing in this release is or shall be relied upon as, a promise or             
representation in this respect whether as to the past or future. Danske Bank    
A/S, Helsinki Branch and UBS Limited accordingly disclaim to the fullest extent 
permitted by law all and any liability whether arising in tort, contract or     
otherwise (save as referred to above) which they might otherwise have in respect
of this release or any such statement.                                          




ATTACHMENT NOTICE TO SPONDA PLC'S EXTRAORDINARY GENERAL MEETING	                

Notice is given to the shareholders of Sponda Plc in respect of an Extraordinary
General Meeting of Shareholders to be held on Monday, 25 May 2009, at 9:00 am in
the Helsinki Auditorium of the Finlandia Hall, Mannerheimintie 13 e, Helsinki   
(entrance from doors M3 and K3). The reception of persons who have registered   
for the meeting will commence at 8:00 am.                                       

A. Matters on the agenda of the Extraordinary General Meeting                   

At the Extraordinary General Meeting, the following matters will be considered: 

1	Opening of the meeting                                                        
2	Calling the meeting to order     
3	Election of persons to scrutinise 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	Authorising the Board of Directors to Decide on the Issuance of Shares        
The Board of Directors of Sponda Plc proposes to the Extraordinary General      
Meeting that the Extraordinary General Meeting authorise the board of Directors 
to decide on a share offering in which the Shareholders shall have a pre-emptive
right to subscribe for new shares in proportion to their current shareholding in
the company. The reason for the share offering is to strengthen the balance     
sheet of Sponda Plc and its liquidity. The rights offering is expected to amount
to approximately EUR 200 million.                                               

The number of new shares issued based on the authorisation may not exceed       
300,000,000 shares. The authorisation includes a right to decide on the         
secondary offering of the remaining shares, if any, as determined by the Board  
of Directors. The Board of Directors is authorised to decide upon other terms   
and conditions of the share offering.                                           

The authorisation is proposed to be in force until 30 June 2009. The Board of   
Directors proposes that this authorisation will not replace the authorisation of
25 March 2009 granted by the Annual General Meeting to the Board of Directors to
decide on a share offering.     
7	Closing of the Meeting                                                        

B.  Documents of the Extraordinary General Meeting                              

This notice, including in their entirety the above proposal of the Board of     
Directors on the agenda of the Extraordinary General Meeting, as well as other  
documents required by the Finnish Companies Act will be available on Sponda     
Plc's website at www.sponda.fi as well as at the company's head office at the   
address Korkeavuorenkatu 45, 00130 Helsinki, Finland, as from 8 May 2009. The   
proposal of the Board of Directors and the other documents required by the      
Finnish Companies Act will also be available at the Extraordinary General       
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 from 8 June 2009.                                    

C.  Instructions for the participants in the Extraordinary General Meeting      

1 	Participation and registration                                               

A shareholder who is registered as the company's shareholder in the shareholder 
register maintained by Euroclear Finland Ltd on Friday 15 May 2009 has the right
to participate in the Extraordinary General Meeting.                            
In order to be entitled to attend the Extraordinary General Meeting, the        
shareholder must notify of his/her intention to attend no later than on Tuesday,
19 May 2009 at 4:00 pm either:                                                  

a)	by mail to Castrén & Snellman Attorneys Ltd, Anna-Kaisa Nenonen, PO Box 233, 
00131 Helsinki, Finland,                                                        
b)	by telefax, 358 (0)20 7765 001 / Anna-Kaisa Nenonen                          
c)	by e-mail to anna-kaisa.nenonen@castren.fi, or                               
d)	by telephone, +358 (0)20 7765 273 / Anna-Kaisa Nenonen, weekdays Mon-Fri at  
9:00 am to 4:00 pm.                                                             

Notifications by letter, telefax or e-mail must reach the recipient before the  
end of the registration period, Tuesday, 19 May 2009 at 4:00 pm.                

2	Proxy representative and powers of attorney                    

A shareholder may participate in the Extraordinary 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. Any proxy documents should be delivered in original to Castrén & Snellman Attorneys Ltd, Anna-Kaisa Nenonen, PO Box 233, 00131 Helsinki,       
Finland, before the end of the registration period.                             
3 	Holders of nominee registered shares                                         

A holder of nominee registered shares, who wishes to participate in the         
Extraordinary General Meeting, must be entered into the shareholders' register  
of the company on the record date of the meeting, Friday 15 May 2009. A holder  
of nominee registered shares is advised to request necessary instructions       
regarding the registration in the shareholder's register of the company, the    
issuing of proxy documents and registration for the general meeting from his/her
custodian bank. 	                                                               

4 	Other instructions and information                                           

On the date of this notice to the Extraordinary General Meeting 7 May 2009, the 
total number of shares in Sponda Plc is 111,030,185 and the total number of     
votes in Sponda Plc is 111,030,185.                                             

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

Helsinki, 7 May 2009                                                            
Sponda Plc                                                                      
Board of Directors