Sponda - Notice to general meeting

Notice to Sponda Plc’s Annual General Meeting

Sponda Plc                       Stock Exchange Release 1 February 2013, 9:00 am



Notice to Sponda Plc's Annual General Meeting

Notice is given to the shareholders of Sponda Plc to the Annual General Meeting
to be held on Monday 18 March 2013 at 2:00 pm in the Helsinki Hall of the
Finlandia Hall, Mannerheimintie 13 e, Helsinki (entrance from doors M4 and K4).
The reception of persons who have registered for the meeting and the
distribution of voting tickets 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 2012 

- 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 General Meeting that a dividend of EUR
0.17 per share shall be paid. The dividends will be paid to shareholders who
are entered into Sponda Plc's shareholder register maintained by Euroclear
Finland Ltd on the record date 21 March 2013. The Board of Directors proposes
that the dividends shall be paid on 28 March 2013. 

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 and
on the grounds for compensation for travel expenses 

The Nomination Board appointed by the Annual General Meeting in 2012 proposes
to the Annual General Meeting that the following annual remuneration be paid 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 2014: 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 of the Board. In addition, the
Nomination Board proposes that the Chairman of the Board shall be paid a
compensation of EUR 1,000 and the other Board members EUR 600 for the Board
meetings attended. The Nomination Board proposes that the Board members shall
be paid EUR 600 for each committee meeting attended and that the Chairman of
the Audit Committee shall 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 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 2013 of Sponda Plc. 

11. Resolution on the number of members of the Board of Directors

The Nomination Board appointed by the Annual General Meeting in 2012 proposes
to the Annual General Meeting that the number of the members of the Board of
Directors be confirmed as seven (7) ordinary members. 

12. Election of members of the Board of Directors

The Nomination Board appointed by the Annual General Meeting in 2012 proposes
to the Annual General Meeting that the current members of the Board of
Directors Klaus Cawén, Tuula Entelä, Arja Talma and Raimo Valo be re-elected to
the Board of Directors and Kaj-Gustaf Bergh, Christian Elfving and Juha
Laaksonen be elected as new members of the Board for the term until the close
of the Annual General Meeting in 2014. 

The resumes of the proposed new members of the Board of Directors are available
on Sponda Plc's website at
http://investors.sponda.fi/governance/general-meetings.aspx?sc_lang=en. 

13. Resolution on the remuneration of the auditors

The Board of Directors proposes to the Annual General Meeting, in accordance
with the recommendation of the Board's Audit Committee, that the auditors be
remunerated pursuant to the auditors' invoice. 

14. Election of the auditors and the deputy auditor

The Board of Directors proposes to the Annual General Meeting, in accordance
with the recommendation of the Board's Audit Committee, that APA Esa Kailiala
and the firm of authorized public accountants KPMG Oy Ab, which has appointed
APA Kai Salli as responsible auditor, be appointed as auditors and APA Lasse
Holopainen be appointed as deputy auditor. 

15. Proposal of the Board of Directors to amend the Articles of Association

The Board of Directors proposes that the provision of the Articles of
Association concerning participation in the General Meeting of Shareholders and
the invitation to the General Meeting be amended as follows: 

“9 § Participation in and Invitation to General Meeting of Shareholders

In order to participate in a General Meeting of Shareholders, shareholders must
in advance notify the company of his or her attendance in the manner and by the
date specified in the invitation to the General Meeting of Shareholders. The
date so indicated shall not be earlier than ten (10) days prior to the meeting. 

The invitation to a General Meeting of Shareholders is delivered by publishing
it on the company's website or, should the Board of Directors so decide, in at
least one daily nation-wide newspaper. 

The invitation must be published at the earliest two (2) months before the
registration date mentioned above and at the latest three (3) weeks before the
meeting date. The invitation must in any event be delivered no later than nine
(9) days before the record date of the General Meeting of Shareholders.” 

16. Authorizing the Board of Directors to decide on the repurchase of the
company's own shares 

The Board of Directors proposes to the Annual General Meeting 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 14,150,000 shares can be repurchased in one or several tranches. The
proposed maximum number of the authorization corresponds to approximately 5 per
cent of all shares of the company. 

The shares are to be repurchased in public trading and such repurchases will
therefore be carried out as directed acquisitions, i.e., not in proportion to
the holdings of the shareholders. The repurchases of the company's own shares
will be carried out through public trading organized by NASDAQ OMX Helsinki
Ltd, in compliance with its rules and guidelines. 

The consideration paid for the shares acquired must be based on the company's
share price as it is quoted in public trading. The minimum consideration will
thus correspond to the lowest market price quoted for the share in public
trading and the maximum consideration, correspondingly, to the highest market
price quoted for the share in public trading 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 20 March 2012. 

17. Authorizing of the Board of Directors to decide on the issuance of shares
and the issuance 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
issuance of special rights entitling to shares in accordance with Chapter 10,
section 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. 

Based on the authorization, a maximum of 28,300,000 shares can be issued.  The
proposed maximum amount corresponds to approximately 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 or other restructuring, to strengthen the company's
capital structure, or for other purposes decided by the Board of Directors. The
authorization may not, however, be used for the 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 issuance of 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 issuance of special rights entitling to shares
of 20 March 2012. 

18. Proposal on the establishment of a permanent Nomination Board

The Board of Directors proposes to the Annual General Meeting that the Annual
General Meeting shall decide to establish a Shareholders' Nomination Board. The
Nomination Board shall prepare the proposals on the election and the
remuneration of the members of the Board of Directors to be presented to the
Annual General Meeting. At the same time the Board proposes that the Annual
General Meeting shall approve the rules of procedure of the Shareholders'
Nomination Board. 

The Shareholders' Nomination Board shall consist of three members appointed by
the shareholders. In addition, the Chairman of the Board of Directors shall act
as an expert member of the Nomination Board. The member appointed by the
largest shareholder shall act as the Chairman of the Nomination Board, unless
otherwise decided by the Nomination Board. 

It shall be the duty of the Chairman of the Board of Directors to request the
three largest shareholders according to holdings as at 30 September of the
calendar year preceding the Annual General Meeting of Shareholders to appoint
one member each to the Shareholders' Nomination Board. 

The three shareholders who are entered in the company's shareholders' register
maintained by Euroclear Finland Ltd and whose portion of the votes produced by
all the shares in the company according to the shareholders' register are the
greatest on 30 September of the calendar year preceding the Annual General
Meeting shall have the right to appoint members representing shareholders. If a
shareholder with an obligation to disclose certain changes in its holdings (a
shareholder obligated to give a flagging notice), presents a written demand
regarding the matter to the company's Board of Directors at the latest on 28
September of the calendar year preceding the Annual General Meeting, the
holdings of such a shareholder registered in several different funds or
registers will be added together when calculating the number of votes. If a
shareholder does not wish to use its right to appoint a member to the
Nomination Board, the right will be transferred to the next largest shareholder
according to the shareholders' register who would otherwise not have the right
to appoint a member to the Nomination Board. 

The Board of Directors' proposal for the rules of procedure of the Nomination
Board is available on Sponda Plc's website at
http://investors.sponda.fi/governance/general-meetings.aspx?sc_lang=en. 

19. Closing of the meeting

B. Documents of the Annual General Meeting

The aforementioned proposals on the matters on the agenda of the Annual General
Meeting as well as this notice are available on Sponda Plc's website at The
Board of Directors' proposal for the rules of procedure of the Nomination Board
is available on Sponda Plc's website at
http://investors.sponda.fi/governance/general-meetings.aspx?sc_lang=en. The
annual report, the report of the Board of Directors and the auditors' report of
Sponda Plc are available on the above-mentioned website no later than on 25
February 2013. The proposals for decisions and the other above-mentioned
documents 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 1 April 2013
at the latest. 

C.  Instructions for the participants in the Annual General Meeting

1. Shareholders registered in the shareholders' register

Each shareholder, who is registered on 6 March 2013 in the shareholders'
register of the company held 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 is registered in the shareholders' register of the company
and who wishes to participate in the Annual General Meeting, shall register for
the meeting no later than on 13 March 2013 at 4:00 pm by giving a prior notice
of participation, which shall be received by the company no later than on the
above-mentioned date. Such notice can be given: 

a)on the company's website
http://investors.sponda.fi/governance/general-meetings.aspx?sc_lang=en; 
b)by telephone, +358 (0)20 7765 432 / Anne Länsimäki, weekdays Mon-Fri at 9:00
am to 4:00 pm; 
c)by telefax, +358 (0)20 7765 001 / Anne Länsimäki; or
d)by regular mail to Castrén & Snellman Attorneys Ltd, Anne Länsimäki, PO Box
233, 00131 Helsinki, Finland. 

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. 

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the
Annual General Meeting by virtue of such shares, based on which he/she on the
record date of the Annual General Meeting, i.e. on 6 March 2013 would be
entitled to be registered in the shareholders' register of the company held by
Euroclear Finland Ltd. The right to participate in the Annual General Meeting
requires, in addition, that the shareholder on the basis of such shares has
been registered into the temporary shareholders' register held by Euroclear
Finland Ltd at the latest on 13 March 2013 by 10 am. As regards nominee
registered shares this constitutes due registration for the Annual General
Meeting. 

A holder of nominee registered shares is advised to request without delay and
well in advance the necessary instructions regarding the registration in the
temporary shareholder's register of the company, the issuing of proxy documents
and registration for the Annual General Meeting from his/her custodian bank.
The account management organization of the custodian bank has to register a
holder of nominee registered shares, who wants to participate in the Annual
General Meeting, into the temporary shareholders' register of the company at
the latest by the time stated above. 

3. 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. In the event that 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 are requested to be delivered
in originals to Castrén & Snellman Attorneys Ltd, Anne Länsimäki, PO Box 233,
00131 Helsinki, Finland before the end of the last date for registration. 

4. Other instructions and information

Pursuant to Chapter 5, section 25 of the Companies Act, a shareholder who is
present at the Annual General Meeting has the right to request information with
respect to the matters to be considered at the meeting. 

On the date of this notice to the Annual General Meeting, 1 February 2013, the
total number of shares in Sponda Plc and votes represented by such shares is
283,075,462. 

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

In Helsinki, 1 February 2013



Sponda Plc
Board of Directors



Additional information: Chief Legal Counsel Tuula Kunnas, tel. +358-40-555-2140





Sponda Plc is a real estate company specializing in commercial properties in
the largest cities in Finland and in Russia. Sponda's business concept is to
own, lease and develop office, retail and logistics properties into
environments that promote the business success of its clients. The fair value
of Sponda's investment properties is approximately EUR 3.3 billion euros and
the leasable area is around 1.5 million m².