Sponda - Decisions of general meeting

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

Sponda Plc                       Stock Exchange Release 18 March 2013, 5:00 p.m.



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

1. MATTERS PERTAINING TO THE ANNUAL GENERAL MEETING

The Annual General Meeting of Shareholders of Sponda Plc was held in Helsinki
on Monday, 18 March 2013. The meeting adopted the consolidated financial
statements and the parent company's financial statements for the financial year
2012 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 0.17 per share
from the financial period 2012 in accordance with the proposal of the Board of
Directors. The record date for dividend payment will be 21 March 2013 and the
dividend will be paid on 28 March 2013. 

The number of the members of the Board of Directors was confirmed as seven (7).
The current members of the Board of Directors Klaus Cawén, Tuula Entelä, Arja
Talma and Raimo Valo were re-elected to the Board of Directors and Kaj-Gustaf
Bergh, Christian Elfving and Juha Laaksonen were elected as new members of the
Board for the term until the close of the Annual General Meeting in 2014. 

The remuneration of the Board of Directors was confirmed as follows: the
chairman of the Board shall be paid EUR 60,000 per year, the deputy chairman of
the Board EUR 36,000 per year, and the other members of the Board EUR 31,200
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
2013 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. 

APA Esa Kailiala and the firm of authorized public accountants KPMG Oy Ab, with
APA Kai Salli as responsible auditor, were appointed as the auditors and APA
Lasse Holopainen 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. AMENDMENT OF ARTICLES OF ASSOCIATION

The Board of Directors decided to withdraw its proposal concerning the
amendment of the Articles of Association regarding the participation in and
invitation to the General Meeting of shareholders. 

3. AUTHORIZATION OF THE BOARD OF DIRECTORS TO DECIDE ON THE REPURCHASE OF THE
COMPANY'S OWN SHARES 

The Annual General Meeting of Shareholders 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. 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. 

4. 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 of Shareholders 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 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 was 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. 

5. ESTABLISHMENT OF A PERMANENT NOMINATION BOARD

The Annual General Meeting of Shareholders resolved, based on the proposition
of the company's Board of Directors, 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. Furthermore, the Annual General Meeting approved 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. 

6. 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 Klaus Cawén as its
deputy chairman. 

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

The following persons were elected as members of the Structure and Remuneration
Committee: Kaj-Gustaf Bergh as the chairman, Klaus Cawén as deputy chairman and
Tuula Entelä as a member. 

The Board of Directors evaluated that Tuula Entelä, Arja Talma, Klaus Cawén,
Juha Laaksonen and Raimo Valo are independent of the company and its
significant shareholders and Kaj-Gustaf Bergh and Christian Elfving are
independent of the company. 



Helsinki, 18 March 2013



Sponda Plc
The 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 and the
leasable area is around 1.5 million m².