SPONDA PLC'S ANNUAL GENERAL MEETING ON 7 APRIL 2004

| Source: Sponda Oy Sponda Oy

 
The following matters will be on the agenda:
1.  The matters stipulated in Article 13 of the Company's Articles of Association
2.  Proposal by the Board of Directors requesting authorization to decide on the purchase of the company's own shares
 
The Board of Directors will be authorized for one year from the AGM to purchase at most 3,900,000 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, as consideration in possible corporate acquisitions and other development of the Company's business operations, and for use in incentive schemes for key employees, in the manner and to the extent determined by the Board, or for the purpose of disposal or annulment.
 
The shares will be purchased at the market price formed during public trading on the Helsinki Exchanges 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 Board will decide on the other terms and conditions concerning the purchase of the Company's own shares.
 
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.
 
Pursuant to the Companies Act, the members of the Company's inner circle owned altogether 46,362,344 of the Company's 78,449,275 shares on 8 March 2004, representing 59.1 % of the Company's total share capital and voting rights. Since the Company intends to purchase shares in public trading on the Helsinki Exchanges without information on the sellers of the shares, it is not possible to assess what proportion of the total share capital and voting rights will be held by members of the Company's inner circle after the purchase of the shares.
 
3.  Proposal by the Board of Directors requesting authorization to decide on the surrender of Sponda Plc shares
The Board of Directors will be authorized for one year from the AGM to surrender the Company's shares purchased by the Company. The Board may surrender at most the same number of shares corresponding to the number to be purchased as outlined in Point 2 above, i.e. at most 5 % of the total number of shares and voting rights. The Board will be authorized to decide to whom and in what order the Company's own shares will be surrendered.
The Board will be 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 provided that the Company has weighty financial grounds for doing so.
The shares may be surrendered as consideration when the Company acquires assets related to its business operations and as consideration in possible corporate acquisitions and other development of the Company's business operations, and for use in incentive schemes for key employees, in the manner and to the extent decided by the Board.
The Board will decide on the surrender price of the shares and how this price will be determined. The shares may be surrendered for consideration other than cash. The Board will decide on the other terms and conditions pertaining to the surrender of the Company's own shares.
 
4.  Proposal by the Ministry of Finance on the election of a Nomination Committee
 
The Ministry of Finance proposes that
  1. The Annual General Meeting decide to establish a Nomination Committee to prepare proposals for candidate members of the Board of Directors and their remuneration for the following Annual General Meeting,
  2. Representatives of certain major shareholders be elected to the Nomination Committee along with the Chairman of the Board as an expert member. The right to appoint the Committee members representing the shareholders shall belong to those shareholders whose holding of the voting rights carried by all the Company's shares is largest on 1 December preceding the Annual General Meeting,
  3. The Nomination Committee be convened by the Chairman of the Board of Directors and that the Committee elect a chairman from among its members, and that
  4. The Nomination Committee shall present its proposal to the Company's Board of Directors no later than 1 February preceding the Annual General Meeting.
 
Documents on view
 
Copies of the financial statements and the proposals of the Board of Directors will be available for inspection by shareholders from 1 April 2004 at the Company's head office in Helsinki (Fabianinkatu 23, 00130 Helsinki). Copies of the documents will be mailed to shareholders upon request.
 
Right to participate in the meeting
 
Shareholders who have been registered in the Company's shareholder register maintained by the Finnish Central Securities Depository Ltd on 26 March 2004 shall have the right to attend the Meeting.
 
Shareholders who wish to attend the Meeting must notify the Company of their intention to participate no later than 4.00 pm on 31 March 2004, either by mail to Sponda Plc, Ms Liisa Salo, PO Box 940, FIN-00101 Helsinki, Finland, or by telephone on +358 (0) 9 6805 8459, Ms Pia Arrhenius, or by telefax on +358 (0) 9 260 0181, or by e-mail pia.arrhenius@sponda.fi or on Sponda's website at http:/www.sponda.fi. Notification by any of these methods must reach the Company before the above deadline. Shareholders wishing to vote by proxy should submit their forms of proxy to the Company before the above deadline.
 
Shareholders registered in nominee accounts
 
Notification by shareholders registered in nominee accounts, and information on these shareholders' representatives at the AGM, should be sent to their asset managers. The asset managers will record the names of such nominee-registered shareholders in the Company's shareholder register prepared by the Finnish Central Securities Depository for the AGM.
 
Composition of the Board of Directors and the Company's auditors
 
The shareholders representing more than 50 % of the total voting rights in the Company have informed the Company that they will propose to the AGM that the number of members on the Board of Directors be confirmed as six and that the following among the existing Board members be re-elected to the Board until the following Annual General Meeting: Maija-Liisa Friman, Jarmo Laiho, Harri Pynnä, Anssi Soila and Jarmo Väisänen; and that Kaj-Gustaf Bergh be elected as a new member.  The Board will also propose that Anssi Soila be elected the chairman of the Board and Jarmo Väisänen the deputy chairman.
 
The above-mentioned shareholders further propose that Sixten Nyman APA and the firm of authorized public accountants KPMG Wideri Oy Ab be appointed the Company's auditors and Fredrik Westerlund APA the deputy auditor until the end of the following Annual General Meeting.
 
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 2003. The dividend will be paid to shareholders who are registered as shareholders in the Company's shareholder register maintained by the Finnish Central Securities Depository Ltd on the dividend record date. The Board proposes that the dividend record date be 14 April 2004 and that the dividend be paid on 21 April 2004.