Sponda - Decisions of general meeting

RESOLUTIONS OF SPONDA PLC'S ANNUAL GENERAL MEETING OF SHAREHOLDERS AND BOARD OF DIRECTORS

Sponda Oyj		   	Stock Exchange Release 25 March 2009, 17:55


RESOLUTIONS OF SPONDA PLC'S ANNUAL GENERAL MEETING OF SHAREHOLDERS AND 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, 25 March 2009. The meeting adopted the consolidated
financial statements and the parent company's financial statements for the
financial year 2008 and discharged the Board of Directors and the CEO from
liability. The Annual General Meeting resolved that no dividend shall be paid
from the financial period 2008. 

The number of the members of the Board of Directors was confirmed as seven (7)
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. Mr. Martin
Tallberg was elected as the new member of the Board of Directors. 

The remuneration of the Board of Directors was confirmed as follows: the
chairman of the board shall be paid EUR 5,000 per month, the deputy chairman of
the board EUR 3,000 per month, and the other members of the board EUR 2,600 per
month. An additional compensation of EUR 600 will be paid to the members of the
board for attendance at each meeting.  Travel expenses will be refunded in
accordance with the company's travel policy. 

APA Raija-Leena Hankonen and the firm of authorized public accountants KPMG Oy
Ab 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 5,500,000 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 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 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 19 March 2008. 

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 11.000.000 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 4 April 2007. 

5. 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 appoints 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 and a Member of
the Board, independent of the largest shareholders and elected amongst the
board, shall be appointed to the Nomination Committee. 

The three shareholders who hold the majority of all voting rights on 2 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 31 October 2009 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 chairman and Mr. Timo Korvenpää as 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 chairman and Mr. Klaus Cawén as deputy
chairman of the Structure and Remuneration Committee and Ms. Tuula Entelä and
Mr. Martin Tallberg as members of the Structure and Remuneration Committee. 

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

Helsinki, 25 March 2009

SPONDA PLC
The board of directors

Additional information: 
Erik Hjelt, Senior Vice President, Legal Affairs and Treasury, 
tel. +358(0)20 431 3318.