Sponda - Decisions of general meeting

Resolutions of Sponda PLC's Annual General Meeting of Shareholders and the Board of Directors

Sponda Plc	Stock Exchange Release 17 March 2010, 16.00                     

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 the Shareholders of Sponda Plc was held in        
Helsinki on Wednesday, 17 March 2010. The meeting adopted the consolidated      
financial statements and the parent company's financial statements for the      
financial year 2009 and discharged the board of directors and the CEO from      
liability.                                                                      

The Annual General Meeting resolved, in accordance with the proposal of the     
board of directors, to pay a dividend of 0.12 euros per share from the financial
period 2009. The record date for dividend payment will be 22 March 2010 and the 
dividend will be paid on 29 March 2010.                                         

The number of the members of the board of directors was confirmed as six (6)    
ordinary members. Subject to their consent, the following current members of the
board were re-elected: Mr. Klaus Cawén, Ms. Tuula Entelä, Mr. Timo Korvenpää,   
Mr. Lauri Ratia, Ms. Arja Talma and Mr. Erkki Virtanen.                         

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 2010 of   
Sponda Plc. 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, APA Kai Salli as responsible auditor, and APA Riitta Pyykkö as deputy       
auditor, were appointed as the company's auditors to serve 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 ACQUISITION OF OWN  
SHARES                                                                          

The Annual General Meeting of the shareholders authorized the board of directors
to decide on the acquisition of own shares using the company's unrestricted     
equity. A maximum of 13,878,000 shares can be acquired 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 acquired in public trading and such acquisition will       
therefore be carried out as a directed acquisition, i.e., not in proportion to  
the holdings of the current shareholders. The acquisitions of own shares will be
carried out through the NASDAQ OMX Helsinki Oy 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 decides on other terms for the acquisition 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           
acquisition of own shares of 25 March 2009.                                     

3. AUTHORIZATION OF THE BOARD OF DIRECTORS TO DECIDE ON A SHARE ISSUE AND       
ISSUING SPECIAL RIGHTS ENTITLING TO SHARES                                      

In accordance with the board's proposal, the Annual General Meeting of the      
Shareholders authorized the board of directors 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
the transfer of treasury shares. Based on this authorization, the board of      
directors is authorized to make a decision 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     
proposed 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 in force until the next Annual General Meeting.  This      
authorization replaces the Annual General Meeting's authorization for the       
assignment of treasury shares of 25 March 2010.                                 

5. PROPOSAL BY THE BOARD OF DIRECTORS TO AMEND THE ARTICLES OF ASSOCIATION      

Section 9 of the Articles of Association regarding participation in a General   
Meeting and the invitation period of a General Meeting was be amended with      
regard to the invitation 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.”                   

6. PROPOSAL BY SOLIDIUM OY CONCERNING THE APPOINTMENT OF THE NOMINATION         
COMMITTEE                                                                       

The Annual General Meeting of the Shareholders resolved, from the proposition of
the Company's largest shareholder Solidium Oy, that the Annual General Meeting  
shall appoint a Nomination Committee to prepare proposals to the following      
Annual General Meeting concerning the company's board members and their         
remuneration.                                                                   

The Nomination Committee shall consist of the representatives of the three      
largest shareholders. 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.                                                                        

6. DECISIONS OF THE BOARD OF DIRECTORS OF SPONDA PLC                            

At its constitutive meeting, after the Annual general Meeting, the board of     
directors elected Mr. Lauri Ratia as its chairman and Mr. Timo Korvenpää as its 
deputy chairman.                                                                

As members of the Audit Committee the following persons were elected: Ms. Arja  
Talma as the chairman of the Audit Committee and Mr. Timo Korvenpää as the      
deputy chairman of the Audit Committee and Mr. Erkki Virtanen as member of the  
Audit Committee.                                                                

As members of the Structure and Remuneration Committee the following persons    
were elected: Mr. Lauri Ratia as the chairman of the Structure and Remuneration 
Committee and Mr Klaus Cawén as the deputy chairman of the Structure and        
Remuneration Committee and Ms. Tuula Entelä as member of the Structure and      
Remuneration Committee.                                                         

The Board of Direcotrs evaluated that the following members of the board of     
directors are determined independent of the Company and significant             
shareholders: Mr. Klaus Cawén, Ms. Tuula Entelä, Mr. Timo Korvenpää, Mr. Lauri  
Ratia and Ms. Arja Talma.  Mr. Erkki Virtanen is determined independent of the  
Company.                                                                        

Helsinki, 17 March 2010                                                         

SPONDA PLC                                                                      
The board of directors                                                          

Additional information:                                                         
Erik Hjelt, Senior Vice President, Legal Affairs and Treasury, tel. (0)20 431   
3318.