Sponda - Notice to general meeting

Notice to Sponda Plc's Extraordinary General Meeting

Sponda Plc                                        Stock Exchange Release
          10.8.2017, 16:45


Notice to Sponda Plc's Extraordinary General Meeting

Notice is given to the shareholders of Sponda Plc to the Extraordinary General
Meeting to be held on 4 September 2017 at 3:00 pm Finnish time in the Auditorium
of Bank, Unioninkatu 22, 00130 Helsinki. The reception of persons who have
registered for the meeting and the distribution of voting tickets will commence
at 2:00 pm.

A. Matters on the agenda of the Extraordinary General Meeting

At the Extraordinary General Meeting, the following matters will be considered:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of person 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. Resolution on the number of members of the Board of Directors

The shareholder Polar Bidco S.à r.l, representing over 98 per cent of the total
shares and votes in the Company, proposes to the General Meeting that the number
of the members of the Board of Directors be confirmed as seven (7) ordinary
members.

7. Election of members of the Board of Directors

The shareholder Polar Bidco S.à r.l, representing over 98 per cent of the total
shares and votes in the Company, proposes to the General Meeting that Outi
Henriksson, the current member of the Board of Directors, continue as the member
of the Board of Directors and that Leif Andersson, Jean-Francois Bossy, Andrew
Lax, Svein Erik Lilleland, James Seppälä and Michael Swank be elected as members
of the Board of Directors for the term that expires at the closing of the Annual
General Meeting in 2018.

8. Resolution on the remuneration of the members of the Board of Directors

The shareholder Polar Bidco S.à r.l, representing over 98 per cent of the total
shares and votes in the Company, proposes to the General Meeting that the
remuneration payable to Outi Henriksson, the member of the Board of Directors,
and to Svein Erik Lilleland, proposed to be elected as the member of the Board
of Directors in this Extraordinary General Meeting, for the term that expires at
the closing of the Annual General Meeting in 2018 be EUR 2,750 per month each
and that no remuneration be paid to the other new members of the Board of
Directors proposed to be elected in this Extraordinary General Meeting for the
term that expires at the closing of the Annual General Meeting in 2018.

9. Disbandment of the Shareholders' Nomination Board

The Annual General Meeting of the company resolved on the establishment of the
Shareholders' Permanent Nomination Board on 18 March 2013. The Shareholders'
Nomination Board prepares proposals on the election and remuneration of the
members of the Board of Directors to be presented to the Annual General Meeting.

The shareholder Polar Bidco S.à r.l, representing over 98 per cent of the total
shares and votes in the Company, proposes to the General Meeting that the
General Meeting decide to disband the Shareholders' Nomination Board.

10. Closing of the meeting

B.  Documents of the General Meeting

The aforementioned proposals on the matters on the agenda of the General Meeting
as well as this notice to the General Meeting are available on Sponda Plc's
website at http://investors.sponda.fi/EGM2017. The proposals for decisions 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 of 18 September 2017 at the latest.

C.  Instructions for the participants in the General Meeting

1. Shareholders registered in the shareholders' register

Each shareholder, who is registered on 23 August 2017 in the shareholders'
register of the company held by Euroclear Finland Ltd, has the right to
participate in the Extraordinary 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 General Meeting, shall register for the
meeting no later than on 30 August 2017 at 4:00 pm by which time the
registration shall be received by the company. Shareholders can register for the
meeting by one of the following means:

a) on the company's website http://investors.sponda.fi/EGM2017;
b) by email to ilmoittautuminen.sponda@castren.fi;
c) by telefax, +358 (0)20 7765 001 / Registration Sponda; or
d) by regular mail to Castrén & Snellman Attorneys Ltd, Registration Sponda, PO
Box 233, 00131 Helsinki, Finland.

In connection with the registration, a shareholder shall notify his/her name,
personal identification number or business identity code, 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 Extraordinary
General Meeting and with the processing of related registrations.

By request, a shareholder, his/her representative or proxy representative must
be able to evidence his/her identity and/or representation right at the meeting
venue.

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the
General Meeting by virtue of such shares, based on which he/she on the record
date of the General Meeting, i.e. on 23 August 2017, would be entitled to be
registered in the shareholders' register of the company held by Euroclear
Finland Ltd. The right to participate in the General Meeting requires, in
addition, that the shareholder on the basis of such shares has been temporarily
registered into the shareholders' register held by Euroclear Finland Ltd at the
latest by 30 August 2017 at 10:00 am. As regards nominee registered shares this
constitutes due registration for the General Meeting.

A holder of nominee registered shares is advised to request well in advance the
necessary instructions regarding the registration in the temporary shareholders'
register of the company, the issuing of proxy documents and registration for the
General Meeting from his/her custodian bank. The account operator of the
custodian bank has to register a holder of nominee registered shares, who wants
to participate in the Extraordinary General Meeting, temporarily into the
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 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 Extraordinary General Meeting.
In the event that a shareholder participates in the 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 General Meeting.

Possible proxy documents and powers of attorney are requested to be delivered in
originals to Castrén & Snellman Attorneys Ltd, Registration Sponda, 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 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 General Meeting, 10 August 2017, the total
number of shares in Sponda Plc and votes represented by such shares is
339,690,554.

In Helsinki, 10 August 2017


Sponda Plc
Board of Directors



Further information: Tuula Kunnas, Chief Legal Counsel, tel. +358 20 431 3384


Sponda 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 centers into environments that
promote the business success of its clients. As at June 30, 2017, the fair value
of Sponda's investment properties was approximately EUR 3.8 billion and the
leasable area was approximately 1.2 million square meters.

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