2017-01-25 09:30:08 CET

2017-01-25 09:30:08 CET


REGULATED INFORMATION

Finnish English
Sponda - Other information disclosed according to the rules of the Exchange

Proposals of Sponda's Shareholders' Nomination Board for the composition and remuneration of the Board of Directors


Sponda Plc                                        Stock Exchange Release 25
January 2017, 10:30


Proposals of Sponda's Shareholders' Nomination Board for the composition and
remuneration of the Board of Directors

In its meeting, the Shareholders' Nomination Board of Sponda Plc has decided to
propose to the Annual General Meeting to be held on 20 March 2017 that the
number of members of the Board of Directors be confirmed as seven ordinary
members.

The Shareholders' Nomination Board proposes that the current members Kaj-Gustaf
Bergh, Christian Elfving, Paul Hartwall, Outi Henriksson, Leena Laitinen, Juha
Metsälä and Raimo Valo be re-elected to the Board of Directors for the term that
expires at the closing of the Annual General Meeting in 2018. The Shareholders'
Nomination Board states that from the current members Arja Talma was no longer
available as a member to the Board of Directors.

In its proposal, the Nomination Board has taken into consideration the
principles concerning the diversity of the Board of Directors defined by the
company.

The Shareholders' Nomination Board of Sponda Plc proposes to the Annual General
Meeting that the remuneration remains unchanged and that the annual remuneration
payable to the members of the Board of Directors to be elected at the Annual
General Meeting for the term that expires at the closing of the Annual General
Meeting in 2018 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 be
paid a compensation of EUR 1,000 and each of the other Board members be paid a
compensation of EUR 600 for the each Board meeting attended. The Nomination
Board proposes that the Board members be paid EUR 600 for each committee meeting
attended and that the Chairman of the Audit Committee 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 Sponda Plc's interim report for 1 January-
31 March 2017. The Nomination Board further proposes that travel expenses be
compensated based on the grounds for compensation approved by the Finnish Tax
Administration.

The Nomination Board's proposal to change the Nomination Board's rules of
procedure

The Nomination Board has decided to propose to the Board of Directors that the
Board would include the change in the Nomination Board's rules of procedure in
the Annual General Meeting 2017 notice. The primary content of the change is as
follows: The right to appoint to the Nomination Board is determined according to
ownership on 31 August of the calendar year preceding the Annual General
Meeting, and the term of office for a member of the Nomination Board will begin
when the member is appointed and conclude annually as a new Nomination Board is
appointed.

Sponda Plc's Board of Directors will incorporate the proposals into the notice
of the Annual General Meeting, which will be published later.

The Nomination Board consisted of the following three largest shareholders on
30 September 2016:

Mercator Invest Ab, Kaj-Gustaf Bergh;
Varma Mutual Pension Insurance Company, Pekka Pajamo; and
HC Fastigheter Holding Oy Ab, Ole Johansson.


For further information, please contact: Kaj-Gustaf Bergh, Chairman of the
Shareholders' Nomination Board, Tel. +358 40 524 7730.



Sponda Plc



Kari Inkinen
President and CEO





Distribution:
NASDAQ OMX Helsinki
Media
www.sponda.fi


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.

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