1. The meeting decided to reduce the share capital by annulling the company's own shares
The share capital will be reduced by at most EUR 827,400 by annulling the 827,400 Sponda Plc shares acquired by the Company in public trading under the authorization ended 14 December 2001. The reduction in share capital will not affect the conversion ratio of the convertible bond loan approved by the Annual General Meeting on 27 March 2000.
2. The meeting decided to request authorization to decide on the purchase of Sponda Plc shares
The Board of Directors will be authorized for one year from the AGM to purchase at most 3,500,000 of the Company's own shares using distributable funds provided that after the purchase the aggregate nominal value of the shares owned by the Company and its subsidiary companies, or the voting rights carried by these shares, may not exceed five (5) percent of the Company's total share capital or the voting rights carried by all the shares.
The shares may be purchased otherwise than in proportion to shareholders' existing holdings in public trading on the Helsinki Exchanges.
The shares may be purchased for use by the Company as consideration when the Company acquires assets related to its business operations and also as consideration in possible corporate acquisitions in the manner and to the extent determined by the Board, or for the purpose of surrendering the shares in public trading on the Helsinki Exchanges, or for the purpose of annulment, or if in the light of the Company's key indicators the Board considers that it is in shareholders' interests, or if the Board otherwise considers that purchasing the Company's own shares constitutes a financially sound method of disposing of the Company's liquid reserves.
The shares will be purchased at the market price formed during public trading and prevailing at the time of purchase. The purchase price of the shares will be paid to the sellers within the payment period stipulated by the guidelines of the Helsinki Exchanges and the regulations of the Finnish Central Securities Depository.
The purchase of the Company's own shares will reduce the Company's distributable non-restricted shareholders' equity.
Since the total number of shares that may be purchased may not exceed 5 % of the Company's total number of shares and the total number of voting rights carried by these shares, the purchase of the Company's own shares will have no significant impact on the distribution of ownership or voting rights in the Company.
4. The meeting decided to request authorization to decide on the surrender of Sponda Plc shares
The Board of Directors is authorized for one year from the AGM to surrender at most 3,500,000 of the Company's own shares.
The Board is authorized to decide to whom and in what order the Company's own shares will be surrendered.
The Board is authorized to surrender the Company's own shares otherwise than in proportion to the pre-emptive rights of shareholders to acquire the Company's shares. The shares may not be surrendered in order to benefit a member of the Company's inner circle.
The shares may be surrendered as consideration when the Company acquires assets related to its business operations and as consideration in possible corporate acquisitions in the manner and to the extent decided by the Board.
The shares are surrendered at their market value prevailing at the time of surrender. The Board will decide on the other terms and conditions pertaining to the surrender of the Company's own shares.
Composition of the Board of Directors
The following were re-elected to the Board of Directors: Heikki Bergholm, Msc (Eng.); Maija-Liisa Friman, President, Vattenfall Oy; Harri Pynnä, Legal Counsel, Fortum Oyj; Anssi Soila, MSc (Eng., Econ.); and Jarmo Väisänen, Financial CounsellorMinistry of Finance, Jarmo Laiho, executive vice president, Nordea Bank, was elected as a new member.
Auditors
The meeting appointed Sixten Nyman APA and KPMG Wideri Oy Ab as the company's auditors, and Ari Viitala APA as the deputy auditor.
Dividend payment
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.30 per share be paid on the financial year 2001. The dividend will be paid to shareholders who have been registered as shareholders in the Company's shareholder register maintained by the Finnish Central Securities Depository Ltd by the dividend record date. The Board proposes that the dividend record date be 4 April 2002 and that the dividend be paid on 11 April 2002.