Sponda - Decisions of general meeting

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

Sponda Plc              Stock Exchange Release 16 March 2015, 4:30 p.m.



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


1. Matters pertaining to the Annual General Meeting

The Annual General Meeting of Sponda Plc was held in Helsinki on Monday, 16
March 2015. The meeting adopted the financial statements for the financial year
2014 and discharged the members of the Board of Directors and the CEO from
liability. 

The Annual General Meeting resolved to pay a dividend of EUR 0.19 per share
from the financial year 2014 in accordance with the proposal of the Board of
Directors. The dividend record date will be 18 March 2015 and the dividends
will be paid on 25 March 2015. 

The number of the members of the Board of Directors was confirmed as seven (7)
ordinary members. The current members of the Board of Directors Kaj-Gustaf
Bergh, Christian Elfving, Paul Hartwall, Juha Laaksonen, Leena Laitinen, Arja
Talma and Raimo Valo were re-elected to the Board of Directors for the term
until the close of the Annual General Meeting in 2016. 

The Annual General Meeting confirmed that the remuneration of the chairman of
the Board is EUR 66,000 per year, the deputy chairman of the Board EUR 40,000
per year, and the other members of the Board EUR 33,000 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 2015 of Sponda Plc. It was
further confirmed 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 and 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. It was further resolved that
travel expenses shall be compensated based on the grounds for compensation
approved by the Finnish Tax Administration. 

APA Esa Kailiala and the firm of authorized public accountants KPMG Oy Ab, with
APA Lasse Holopainen as responsible auditor, were appointed as the auditors and
APA Petri Kettunen was appointed as the deputy auditor of Sponda Plc 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 repurchase of the
company's own shares 

The Annual General Meeting authorized the Board of Directors to decide on the
repurchase of the company's own shares using the funds in the company's
unrestricted equity in accordance with the proposal of the Board of Directors.
A maximum of 14,150,000 shares can be repurchased in one or several tranches.
The maximum number of the authorization corresponds to approximately 5 per cent
of all shares of the company. 

The shares are to be repurchased in trading at the regulated market in the
Helsinki Stock Exchange 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 shall be based on the company's
share price as it is quoted in trading in the Helsinki Stock Exchange's stock
exchange list. The minimum consideration will thus correspond to the lowest
trading price quoted for the share in trading in the Helsinki Stock Exchange's
stock exchange list and the maximum consideration, correspondingly, to the
highest trading price quoted for the share in trading in the Helsinki Stock
Exchange's stock exchange list within the validity period of this
authorization. 

The Board of Directors was authorized to decide on other terms for the
repurchase of the company's own shares. 

The authorization is in force until the next Annual General Meeting. The
authorization replaced the Annual General Meeting's authorization for the
repurchase of the company's own shares of 19 March 2014. 

3. Authorization of the Board of Directors to decide on the issuance of shares
and the issuance of special rights entitling to shares 

The Annual General Meeting authorized the Board of Directors 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 may 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
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 was authorized to decide on other terms of the share
issue and the issuance of special rights. 

The authorization is in force until the next Annual General Meeting. The
authorization replaced the Annual General Meeting's authorization to decide on
a share issue and issuance of special rights entitling to shares of 19 March
2014. 

4. Decisions of the Board of Directors of Sponda Plc

At its constitutive meeting after the Annual General Meeting, the Board of
Directors elected Kaj-Gustaf Bergh as its chairman and Arja Talma as its deputy
chairman. 

The following persons were elected as members of the Audit Committee: Arja
Talma as chairman, Raimo Valo as deputy chairman and Paul Hartwall and Juha
Laaksonen as members. 

The following persons were elected as members of the Structure and Remuneration
Committee: Kaj-Gustaf Bergh as chairman, Christian Elfving as deputy chairman
and Leena Laitinen as a member. 

The Board of Directors evaluated that Arja Talma, Leena Laitinen, Juha
Laaksonen and Raimo Valo are independent of the company and its significant
shareholders, and Kaj-Gustaf Bergh, Christian Elfving and Paul Hartwall are
independent of the company. 



Helsinki, 16 March 2015



Sponda Plc
The Board of Directors


Additional information: Leena Rentola, Legal Counsel, tel. +358 20 431 3488




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 3.1 billion and the
leasable area is around 1.2 million m².