Sponda Oyj Stock Exchange Release 28 February 2008, 16:10
NOTICE TO CONVENE SPONDA PLC'S ANNUAL GENERAL MEETING OF SHAREHOLDERS
Shareholders of Sponda Plc are invited to attend the Annual General Meeting of
the company on Wednesday, 19 March 2008, commencing at 2:00 pm in the Helsinki
auditorium of the Finlandia Hall, Mannerheimintie 13 e, Helsinki (entrance from
doors M3 and K3). Shareholder registration will begin at 1:00 pm.
The following matters stipulated in article 11 of the company's Articles of
Association, and other matters, will be on the agenda:
1. Presenting of the financial statement and the auditor's report
2. Adopting of the financial statements
3. Use of the profit shown on the balance sheet
The Board of Directors proposes to the Annual General Meeting that a dividend of
EUR 0.50 per share be paid. The dividend will be paid to shareholders who are
registered in the company's shareholder's register maintained by the Finnish
Central Securities Depository Ltd on the record date, 26 March 2008. The Board
proposes that the dividend be paid on 2 April 2008.
4. Granting of discharge from liability to the members of the Board of Directors
and the CEO
5. The remuneration of the members of the Board and the basis of compensation
for their travel expenses
The shareholders' Nomination Committee appointed at the Annual General Meeting
in 2007 proposes that the Chairman of the Board be paid EUR 5,000 per month, the
Deputy Chairman of the Board EUR 3,000 per month, and the other members of the
Board EUR 2,600 per month. An additional compensation of EUR 600 will be paid
to each member for attendance at each Board meeting. Travel expenses will be
refunded in accordance with the company's travel policy.
6. The number of the Board members
The shareholders' Nomination Committee proposes that the number of members of
the Board be confirmed as six (6) ordinary members.
7. Election of the members of the Board
The shareholders' Nomination Committee proposes that, subject to their consent,
the following current members of the Board be re-elected: Ms. Tuula Entelä, Mr.
Timo Korvenpää, Mr. Lauri Ratia, and Ms. Arja Talma, and that Mr. Klaus Cawén
and Mr. Erkki Virtanen be elected as new members, all to serve for a term ending
at the end of the next Annual General Meeting.
8. The remuneration of auditors
The Board of Directors proposes, on the recommendation of the Audit Committee,
that the auditors be paid remuneration in accordance with the auditors' invoice.
9. Election of auditors and deputy auditor
The Board of Directors proposes, on the recommendation of the audit committee,
that APA Raija-Leena Hankonen and the firm of authorized public accountants KPMG
Oy Ab, which has appointed APA Kai Salli as responsible auditor and APA Riitta
Pyykkö as deputy auditor, to be appointed as auditors to serve for a term ending
at the end of the next Annual General Meeting.
10. Amendment of the Articles of Association
The Board of Directors proposes that article 4 of the Articles of Association be
changed to read as follows:
“The Company has a Board of Directors, which is composed of four to seven (4-7)
ordinary members.
The term of office of the members of the Board of Directors shall expire at the
end of the first Annual General Meeting of Shareholders following the election.”
11. Authorization of the Board of Directors to decide on the acquisition of own
shares
The Board of Directors proposes that the general meeting authorize the board to
decide on the acquisition of own shares using the company's unrestricted equity.
A maximum of 5,500,000 shares can be acquired in one or several tranches. The
proposed maximum number corresponds to approximately five percent of all shares
of the company.
The shares are to be acquired in public trading and such acquisition will
therefore be carried out as a directed acquisition, i.e., not in proportion to
the holdings of the current shareholders. The acquisitions of own shares will be
carried out through the OMX Nordic Exchange (Helsinki) in compliance with its
rules and guidelines.
The consideration paid for own shares acquired must be based on the share's
price as it is quoted in public trading. The minimum consideration thus
corresponds 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 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 acquisition of own shares of 4 April 2007.
12. Authorization of the Board of Directors to decide on a share issue and
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
granting of special rights entitling to shares, pursuant to Chapter 10(1) of the
Companies Act. A share issue may be effected by offering new shares or by the
transfer of treasury shares. Based on this authorization, the Board of
Directors is authorized to make a decision 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.
Under the authorization, a maximum of 11.000.000 shares can be issued. The
proposed maximum amount corresponds approximately to 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, to strengthen the company's capitalization, or for other
purposes decided by the Board of Directors. The authorization may not, however,
be used for 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 for issuing 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
for the assignment of treasury shares of 4 April 2007.
13. Proposal by the State of Finland concerning the appointment of a Nomination
Committee
The Council of State's ownership steering department, representing the company's
largest shareholder, the State of Finland, has proposed the following regarding
the establishment of the General Meeting's Nomination Committee:
“The Annual General Meeting decides to appoint a Nomination Committee to prepare
proposals to the following Annual General Meeting relating to the company's
Board members and their remuneration. The Nomination Committee shall consist of
the Chairman of the Board as an expert member, as well as representatives of the
three largest shareowners. The three shareholders who hold the majority of all
voting rights on 3 November immediately preceding the next Annual General
Meeting are entitled to appoint the members representing the shareholders. If a
shareholder does not wish to use his appointment right, the right is transferred
to the next largest shareholder. The largest shareholders will be determined by
the shareholder information entered into the book-entry system, however, in such
a way that a shareholder with an obligation, pursuant to the Finnish Securities
Markets Act, to disclose information on certain changes in ownership
(shareholder with disclosure obligation), e.g., holdings distributed into
several different funds will be aggregated, if the shareholder notifies the
Board of Directors in writing of his request to do so on 31 October 2008 at the
latest. 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 2 February immediately preceding the Annual General
Meeting.
Documents on display for the shareholders
The proposals of the Board of Directors and the annual accounts will be
available for the shareholders starting on Wednesday 12 March 2008 on the
company's Internet pages, at www.sponda.fi and at the company's head office at
Korkeavuorenkatu 45, 00130 Helsinki, Finland. As of the same date, shareholders
may request copies of the documents either by e-mail to tuija.hakama@sponda.fi
or by phone, tel. +358 (0)20 431 31. The documents can also be viewed at the
Annual General Meeting.
Participation in and registering for the Annual General Meeting
The right to attend the Annual General Meeting is held by a shareholder who is
registered as the company's shareholder in the shareholder register, maintained
by the Finnish Central Securities Depository Ltd, on Friday 7 March 2008. A
shareholder whose shares are nominee-registered and who wants to attend the
Annual General Meeting must temporarily register with the shareholder register
on Friday 7 March 2008 at the latest.
In order to be entitled to attend the Annual General Meeting, the shareholder
must notify of his intention to attend no later than on Wednesday, 12 March 2008
at 4:00 pm either
by mail to Castrén & Snellman Attorneys Ltd, Antti Rintakoski, PO Box 233, 00131
Helsinki, Finland,
by telefax, 358 (0)20 7765 001 / Antti Rintakoski
by e-mail to antti.rintakoski@castren.fi, or
by telephone, +358 (0)20 776 315 / Antti Rintakoski, weekdays Mon-Fri at 9:00 am
to 4:00 pm.
Notifications by letter, telefax or e-mail must reach the company before the end
of registration on Wednesday, 12 March 2008 at 4:00 pm. Shareholders wishing to
vote by proxy should submit their forms of proxy to reach the company before the
above deadline.
Helsinki, 28 February 2008
SPONDA PLC
The board of directors
Additional information:
Erik Hjelt, Senior Vice President, Legal Affairs and Treasury, tel. +358 (0)20
431 3318.