Sponda - Notice to general meeting

Notice to Sponda Plc's Annual General Meeting

Sponda Plc	Stock Exchange Release 5 February 2010, 9:15 am                     


Notice to Sponda Plc's Annual General Meeting	                                  

Notice is given to the shareholders of Sponda Oyj to the Annual General Meeting 
to be held on Wednesday 17 March 2010 at 2:00 pm 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 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 2009     
- Review by the CEO
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 0.12 per share shall be paid. The dividends are paid to shareholders who are
entered into Sponda Plc's shareholder register maintained by Euroclear Finland  
Ltd on the record date 22 March 2010. The dividends will be paid on 29 March    
2010.   
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
The Shareholders' Nomination Committee appointed at the Annual General Meeting  
in 2009 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   
2011 be equal to the remuneration payable for the term until the close of the   
Annual General Meeting in 2010: EUR 60,000 for the Chairman of the Board, EUR   
36,000 for the Vice Chairman of the Board, and EUR 31,200 for the other members.
Additional compensation of EUR 600 shall be paid for the meetings attended,     
including the meetings of the committees of the Board of Directors. The         
Nomination Committee proposes that 40 % of the fixed annual remuneration 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 2010 of Sponda Plc.
11. Resolution on the number of members of the Board of Directors  
The Shareholders' Nomination Committee appointed at the Annual General Meeting  
in 2009 proposes that the number of the members of the Board of Directors be    
confirmed as six (6) ordinary members.
12. Election of members of the Board of Directors 
The Shareholders' Nomination Committee appointed at the Annual General Meeting  
in 2009 proposes that, in accordance to their consent, the following current    
members of the Board of Directors be re-elected: Klaus Cawén, Tuula Entelä, Timo
Korvenpää, Lauri Ratia, Arja Talma ja Erkki Virtanen. 
13. Resolution on the remuneration of the auditors 
The Board of Directors proposes, on the recommendation of the Board's Audit     
Committee, that the auditors be paid remuneration in accordance with the        
auditors' invoice. 
14. Election of the auditors and the deputy auditor 
The Board of Directors proposes, on the recommendation of the Board's Audit     
Com-mittee, that APA Raija-Leena Hankonen and the firm of authorized public     
accountants KPMG Oy Ab, which has appointed APA Kai Salli as responsible        
auditor, to be ap-pointed as auditors and APA Riitta Pyykkö as deputy auditor to
serve for a term until the close of the next Annual General Meeting. 
15. Authorizing the Board of Directors to decide on the repurchase of the       
company's own shares 
The Board of Directors proposes 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 13,878,000 shares can be       
repurchased in one or several tranches. The proposed maximum number corresponds 
to approximately five percent of all shares of the company.                     

The shares are to be repurchased in public trading and such repurchased will    
there-fore be carried out as a directed acquisition, i.e., not in proportion to 
the holdings of the current 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 own 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 price quoted for the share in public trading and the  
maximum consideration, correspondingly, to the highest price quoted for it      
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 25 March 2009.                

16. Authorizing of the Board of Directors to decide on a share issue and        
granting 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       
granting of special rights entitling to shares, pursuant to Chapter 10(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 subject  
to the conditions mentioned in the Companies Act.                 

Under the authorization, a maximum of 27.757.000 shares can be issued.  The     
pro-posed maximum amount corresponds approximately to 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, to strengthen the company's capitalization, or for other
purposes decided by the Board of Directors. The authorization may not, however, 
be used for 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 for issuing 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 granting of special rights entitling to shares of
25 March 2009.                                                                  

17. Proposal by the Board of Directors to amend the Articles of Association  
The Board of Directors proposes to the Annual General Meeting that section 9 of 
the Articles of Association regarding participation in a General Meeting and the
convocation period shall be altered with regard to the convocation period to    
correspond with the amended provisions of the Companies Act as follows:         

”9 § Participation and Invitation to General Meeting of Shareholders            

In order to participate in the general meeting of shareholders, shareholders    
must so inform the company before the end of the registration period stated in  
the invitation to the general meeting of shareholders, which cannot be earlier  
than ten (10) days before the general meeting of shareholders.                

The invitation to the general meeting of shareholders is given by publishing an 
invitation in one or more daily nation-wide newspapers determined by the Board  
of Directors.                                                                   

The invitation must be published at the earliest two (2) months before the end  
of the registration period stipulated above and at the latest three (3) weeks   
before the meeting date. The invitation must in any event be given no later than
nine (9) days before the record date of the general meeting.”                   

18. Proposal by Solidium Oy concerning the appointment of a Nomination          
Committee 
The largest shareholder of the company, Solidium Oy, proposes that the Annual   
General Meeting appoint a Nomination Committee to prepare proposals to the      
following Annual General Meeting concerning the company's board members and     
their remuneration.                                                             

According to the proposal, representatives of the three largest shareholders    
shall be appointed to the Nomination Committee. In addition, the Chairman of the
Board shall be appointed to the Nomination Committee as an expert member. The   
three shareholders who hold the majority of all voting rights on 1 November     
immediately preceding the next Annual General Meeting shall have the right to   
appoint the members representing the shareholders. Should a shareholder not wish
to use his nomination right, the right shall be transferred to the next largest 
shareholder. The largest shareholders will be determined by the shareholder     
information entered into the book-entry system, however, in such a way that a   
shareholder with an obligation, pursuant to the Finnish Securities Markets Act, 
to disclose information on certain changes in ownership (shareholder with       
disclosure obligation), e.g., holdings distributed into several different funds 
will be aggregated, if the shareholder notifies the board of directors in       
writing of his request to do so on 29 October 2010 at the latest.               

The Nomination Committee shall be summoned by the Chairman of the Board and the 
Committee appoints a chairman from among its members.                           

The proposals of the Nomination Committee are to be submitted to the Board of   
Directors of the company at the latest on 1 February immediately preceding the  
Annual General Meeting.                                                         

19. Closing of the meeting 
B. Documents of the Annual General Meeting                                      

The proposals of the Board of Directors and its committees relating to the      
agenda of the Annual General Meeting as well as this notice are available on    
Sponda Plc's website at www.sponda.fi. The annual report of Sponda Plc,         
including the company's annual accounts, the report of the Board of Directors   
and the auditor's report, is available on the above-mentioned website no later  
than 24 February 2010. The proposals of the Board of Directors and the annual   
accounts 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 from 31 March 2010. 

C. Instructions for the participants in the Annual General Meeting              

1. The right to participate and registration                                    

Each shareholder, who is registered on 5 March 2010 in the shareholders'        
register of Sponda Plc maintained 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 wants to participate in the Annual General Meeting, shall    
register for the meeting by giving a prior notice of participation no later than
12 March 2010 at at 4:00 pm, at which time the notice of participation must be  
received by the company at the latest. Notice of participation can be given:    

a) by mail to Castrén & Snellman Attorneys Ltd, Anne Länsimäki, PO Box 233,     
00131 Helsinki, Finland,                                                        
b) by telefax, 358 (0)20 7765 001 / Anne Länsimäki                              
c) by e-mail to anne.lansimaki @castren.fi, or                                  
d) by telephone, +358 (0)20 7765 432 / Anne Länsimäki, weekdays Mon-Fri at 9:00 
am to 4:00 pm.                                                                  

In connection with the registration, a shareholder shall notify his/her name,   
personal identification number, 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.                                                       

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.                                 

2. Proxy representative and powers of attorney 
A shareholder may participate in the Annual 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. When 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 should be delivered in originals
to Castrén & Snellman Attorneys Ltd, Anne Länsimäki, PO Box 233, 00131 Helsinki,
Finland before the last date for registration.                                  

3. Holders of nominee registered shares                                         

Holders of nominee registered shares are advised to request without delay       
necessary instructions regarding the registration in the shareholder's register 
of the company, the issuing of proxy documents and registration for the Annual  
General Meeting from their custodian bank. The account management organization  
of the custodian bank will register a holder of nominee registered shares, who  
wants to participate in the Annual General Meeting, to be temporarily entered   
into the shareholders' register of the company at the latest 12 March 2010 by   
10:00 am. Further information on these matters can also be found on the         
company's website www.sponda.fi.                                                

4. Other instructions and information                                           

On the date of this notice to the Annual General Meeting, 5 February 2010, the  
total number of shares and votes in Sponda Plc is 277,575,462.                  

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

In Helsinki 5 February 2010                                                     


SPONDA PLC                                                                      
Board of Directors                                                              


Additional information: Chiel Legal Councel 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 2.8 billion and the total leasable area of   
Sponda's investment properties is about 1.5 million m².