2007-03-15 14:57:40 CET
2007-03-15 14:57:40 CET
REGULATED INFORMATION
Sponda - Notice to general meeting
Invitation to the Annual General Meeting of Sponda Plc
INVITATION TO THE ANNUAL GENERAL MEETING OF SPONDA PLC
The shareholders of Sponda Plc are hereby invited to the Annual General Meeting
of Shareholders to be held at Finlandia Hall, conference room Helsinki Hall,
address Mannerheimintie 13 e, Helsinki (entrance through doors M3 and K3) on
Wednesday 4 April 2007 commencing at 2 p.m.
The following items are on the agenda:
1. MATTERS PERTAINING TO THE ANNUAL GENERAL MEETING ACCORDING TO THE FINNISH
COMPANIES ACT AND ARTICLE 13 OF SPONDA'S ARTICLES OF ASSOCIATION
PROPOSAL BY THE BOARD OF DIRECTORS CONCERNING DISTRIBUTION OF DIVIDEND
The Board of Directors proposes to the Annual General Meeting that a dividend of
0.40 EUR per share be paid for the financial year 2006. The dividend is paid to
shareholders who have been registered in the shareholders' register maintained
by the Finnish Central Securities Depository on the record date of 11 April
2007. The Board of Directors proposes that the dividend is paid on 18 April
2007.
BOARD OF DIRECTORS AND AUDITORS
The Nomination Committee, appointed by the Annual General Meeting of 2006, which
also represents 35.3 per cent of the voting rights of all the shares of the
company, proposes that the number of the Board of Directors comprises six
ordinary members, and that the following persons are elected as Board Members:
Ms Tuula Entelä, Mr Timo Korvenpää, Mr Harri Pynnä and Mr Jarmo Väisänen, who
are also current Board Members, and that Mr Lauri Ratia and Ms Arja Talma are
elected as new members, all to serve for a term ending at the next Annual
General Meeting. All proposed members have given their consent for their
election. Furthermore, the Nomination Committee proposes that the remuneration
for the Board of Directors is confirmed as follows: to the Chairman of the Board
a monthly remuneration of 5,000 EUR, to the Deputy Chairman of the Board a
monthly remuneration of 3,000 EUR, and to other ordinary members a monthly
remuneration of 2,600 EUR. In addition to this, an attendance allowance of 500
EUR will be paid to all members for each meeting.
The State of Finland as a Shareholder of the Company holding 34.28 per cent of
the voting rights of the company, has notified that it will propose that Mr
Sixten Nyman, KHT auditor and KPMG Oy Ab, KHT audit firm with Ms Raija-Leena
Hankonen, KHT auditor, as principal auditor are elected as auditors of the
company and that Ms Riitta Pyykkö, KHT auditor, is elected as deputy auditor
until the end of the next Annual General Meeting.
2. PROPOSAL BY THE STATE OF FINLAND AS SHAREHOLDER CONCERNING APPOINTMENT OF A
NOMINATION COMMITTEE
The Ministry of Finance as the representative of the major shareholder of the
company, the State of Finland, has made the following proposal concerning the
appointment of a Nomination Committee that would prepare the proposals for the
next Annual General Meeting concerning the Members of the Board and the
remuneration of the Members of the Board.
”The role of the Nomination Committee is to prepare proposals to the Annual
General Meeting relating to the company's board members and their remuneration.
The Nomination Committee is comprised of representatives of the three (3) major
shareholders and the Chairman of the Board who acts as an expert member of the
Committee. The shareholders who hold the majority of all voting rights on 1
November immediately preceding the next Annual General Meeting are entitled to
appoint the members representing the shareholders. The Nomination Committee is
summoned by the Chairman of the Board and the Committee elects 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 the 1 February
immediately preceding the Annual General Meeting.”
3. AMENDMENT OF THE ARTICLES OF ASSOCIATION
The Board of Directors proposes that the Articles of Association are amended as
a consequence of and to comply with the recent amendments to the Companies Act,
and that some other, mainly technical, amendments are made.
Article 2: The term umbrella organization is replaced with the term parent
company. Provision of real estate related services is added to the company's
field of business.
Articles 3 and 4: The provisions concerning the minimum and maximum share
capital and the nominal value of the shares are removed.
Article 5: The provisions concerning the record date are removed and the present
contents of the article are replaced with a statement concluding that the shares
of the company belong to the book-entry system.
Article 8: The provisions concerning authorized signatories are replaced with
provisions concerning representation rights in accordance with the new Companies
Act.
Article 11: The paragraph concerning the publication of the invitation to the
Annual General Meeting is amended so that the publication can take place no
later than seventeen days before the meeting.
Article 13: The agenda of the Annual General Meeting is amended to correspond
with the terminology of the new Companies Act.
Furthermore, the numbering of the Articles of Association will be amended
respectively. The proposed new Articles of Association are attached to this
invitation.
4. PROPOSAL BY THE BOARD OF DIRECTORS REGARDING AUTHORIZATION OF THE BOARD OF
DIRECTORS TO DECIDE ON REPURCHASE OF OWN SHARES
The Board of Directors proposes to the Annual General Meeting that it would
authorize the Board of Directors to decide on the acquisition of own shares
using the company's free equity. A maximum of 5,551,509 shares can be acquired
in one or several tranches, however so, that the total number of own shares in
the possession of the company or its subsidiaries or shares pledged by the
company may not exceed five (5) per cent of the total number of shares of the
company. The proposed maximum number corresponds to approximately five per cent
of all shares of the company.
The company can acquire its own shares for the purpose of using such shares as
consideration in potential acquisitions of e.g. assets pertaining to the
company's business or in potential corporate acquisitions or other such
arrangements, or for the purpose of using such shares in incentive schemes for
key personnel in such ways and to the extent as is agreed by the Board of
Directors, or for the purpose of otherwise assigning or nullifying such shares.
The shares are to be repurchased in public trading and such repurchase will
therefore be carried out as a directed repurchase in another proportion than
that of the current shareholders. The repurchases of own shares are carried out
through the Helsinki Stock Exchange in compliance with its rules and guidelines.
The consideration paid for shares acquired must be based on the share's price as
it is quoted in public trading. The minimum consideration corresponds thus 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 of own shares.
Acquisition by the company of its own shares decreases the company's
distributable free equity.
This authorization is proposed to be valid until 30 June 2008.
5. PROPOSAL BY THE BOARD OF DIRECTORS TO AUTHORIZE THE BOARD OF DIRECTORS TO
DECIDE ON ASSIGNMENT OF OWN SHARES
The Board of Directors proposes to the Annual General Meeting that it would
authorize the Board of Directors to decide on the assignment of own shares. The
authorization is for a maximum of 5,551,509 shares. The proposed maximum amount
corresponds approximately to five (5) per cent of all the existing shares of the
company.
The Board of Directors can use the authorization to finance or carry out
corporate acquisitions or other arrangements, for a share-based incentive scheme
for the company's key personnel, or for other purposes decided by the Board of
Directors from time to time. The Board of Directors can act on this
authorization in one or several tranches.
The Board of Directors may further decide on assigning own shares by deviation
from the shareholders' pre-emptive rights based on this authorization. The Board
of Directors is authorized to decide on other terms relating to such assignment.
This authorization is proposed to be valid until 30 June 2008 and replaces in
full the Annual General Meeting's authorization on share issue of 5 January
2007.
INFORMATION
The proposals of the Board of Directors and the other documents provided by the
Companies Act may be inspected by the shareholders from 26th March 2007 on the
company's internet site at www.sponda.fi and at the headquarters of the company
at Korkeavuorenkatu 45 A, 00130 Helsinki. From the same date a shareholder may
request copies of the documents (by e-mail: pia.arrhenius@sponda.fi or by
telephone from number +358 (0)9 6805 81), and the documents will also be
available at the Annual General Meeting.
RIGHT TO PARTICIPATE
Shareholders who are registered in the company's shareholders' register
maintained by the Finnish Central Securities Depository by 23 March 2007 have
the right to take part in the Annual General Meeting.
A shareholder who wishes to attend the Annual General Meeting must notify the
company of his/her attendance no later than on 26 March 2007
in writing to Castrén & Snellman Attorneys Ltd., Mr Ville Ranta, P.O. Box 233,
00131 Helsinki,
by telephone to +358 (0) 20 7765 213 or by telefax to +358 (0) 20 7765 001, Mr
Ville Ranta on weekdays Monday to Friday between 9 a.m. and 4 p.m., or
by e-mail to ville.ranta@castren.fi.
Registration sent by mail, telefax or e-mail shall arrive before the expiry of
the registration period. Possible proxies shall also be delivered before the
expiry of the registration period. Admission to the conference room,
distribution of ballots and inspection of proxies begins at the venue on 4
April, 2007 at 1 p.m.
Helsinki 15 March 2007
SPONDA PLC
Board of Directors
APPENDIX 1: PROPOSED ARTICLES OF ASSOCIATION OF SPONDA PLC
1 § Company Name and Domicile
The name of the company is Sponda Oyj, in English Sponda Plc. The company's
place of domicile is Helsinki.
2 § Field of Business
The business of the Company is to own and possess domestic and foreign shares,
bonds and other securities, to own, rent and possess fixed assets, to engage in
renovation and extension of real estate properties, real estate development and
other related activities, to provide real estate related services and to trade
in shares, bonds, other securities and real estate properties. As a parent
company, the company is responsible for the management and supervision of the
companies it owns either entirely or in part, and for the group's organization,
administration and other similar joint functions in the name of the group.
3 § Book-entry Securities System and Record Date for the Company Shares
The company's shares are in the Finnish book-entry system.
4 § Board of Directors
The company has a Board of Directors, which is composed of at least four and no
more than six ordinary members. The term of office of a member of the Board of
Directors ends at the close of the first annual general meeting of shareholders
following the election.
5 § Chief Executive Officer
The company has a Chief Executive Officer, who is appointed by the Board of
Directors.
6 § Representation
The company shall be represented by the Chief Executive Officer and one ordinary
member of the Board of Directors together, or by two ordinary members of the
Board of Directors together.
7 § Granting a Procuration
The Board of Directors decides on the granting of procurations.
8 § Auditors
The company has two auditors and one deputy auditor. The auditors and the deputy
auditors must be Authorized Public Accountants or Authorized Public Accountancy
Companies approved by the Central Chamber of Commerce.
The term of the auditors is a financial year and the term ends at the end of the
annual general meeting of shareholders following their election.
9 § Participation and Invitation to General Meeting of Shareholders
In order to participate in the general meeting of shareholders, shareholders
must so inform the company before the end of the registration period stated in
the invitation to the general meeting of shareholders, which cannot be earlier
than ten days before the general meeting of shareholders.
The invitation to the general meeting of shareholders is given by publishing an
invitation in one or more daily nation-wide newspapers determined by the Board
of Directors.
The invitation must be published at the earliest two months before the end of
the registration period stipulated above and at the latest seventeen (17) days
before the meeting date.
10 § Financial Year
The company's financial year is the calendar year.
11 § Annual General Meeting
The annual general meeting must be held yearly on the date determined by the
Board of Directors within six months from the end of the Financial Year.
At the annual general meeting of shareholders, the following shall be
presented:
the financial statements comprising income statement, balance sheet, flow of
funds statement, any appendices to them and the consolidated financial
statement; and
the auditors' report;
decided:
approval of the financial statements, including approval of the consolidated
financial statements;
use of the profit shown in the balance sheet;
granting of discharge from liability to the members of the Board of Directors
and the Chief Executive Officer;
the remuneration to be paid to the members of the Board of Directors and the
auditors and the remuneration principles relating to travel expenses;
the number of members of the Board of Directors;
elected:
members of the Board of Directors; and
auditors and deputy auditors.
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