Board of Directors and auditors
The number of members on the Board of Directors was confirmed as six. Tuula Entelä, Maija-Liisa Friman, Harri Pynnä, Anssi Soila and Jarmo Väisänen were re-elected to the Board of Directors and Timo Korvenpää was elected to the Board as a new member. All had given their consent to election. At its constitutive meeting after the AGM, the Board of Directors elected Anssi Soila as its chairman and Jarmo Väisänen as its deputy chairman.
The fees paid to the members of the Board of Directors were confirmed as follows: to the chairman of the Board 3,520 euros per month, to the deputy chairman of the Board 2,100 euros per month, and to the other members of the Board 1,840 euros per month. An additional 500 euros will be paid to each member for attendance at the Board's meetings. Travel expenses will be refunded according to the company's travel policy.
The firm of authorized public accountants KPMG Oy Ab and Sixten Nyman APA were appointed as the Company's auditors, APA Raija-Leena Hankonen was appointed as the principal auditor and Riitta Pyykkö APA was appointed as the deputy auditor until the close of the next Annual General Meeting.
Dividend payment
The AGM decided to pay a dividend of EUR 0.50 per share on the financial year 2005. The dividend will be paid to shareholders who are registered in the Company's shareholder register maintained by the Finnish Central Securities Depository Ltd on the record date. The AGM decided that the record date is 3 April 2006 and that the dividend will be paid on 10 April 2006.
Proposal of the Finnish State to establish a Nomination Committee
The AGM decided to establish a Nomination Committee according to the proposal of the Finnish State. The Nomination Committee prepares proposals on the composition of the Board of Directors and their remuneration for consideration by the following Annual General Meeting. The Nomination Committee consists of the representatives of the three (3) largest shareholders as well as the Chairman of the Board of Directors 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 November preceding the Annual General Meeting. The Nomination Committee shall be convened by the Chairman of the Board of Directors and the Committee shall elect a chairman from among its members. The Nomination Committee shall present its proposal to the Company's Board of Directors no later than on 1 February preceding the Annual General Meeting.
Board of Directors authorized to decide on the purchase of the Company's own shares
The Board of Directors was authorized 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) % 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 27,241,192 of the Company's 79,204,275 shares on 23 February 2006, representing 34.4 % 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.
This authorization remains in force until the Annual General Meeting in 2007, however for no longer than one year from the close of the Annual General Meeting.
Board of Directors authorized to decide on the surrender of Sponda Plc shares
The Board of Directors was authorized to surrender the Company's shares purchased by the Company. The Board may surrender 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 may surrender the Company's own shares otherwise than in proportion to the pre-emptive rights of shareholders.
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, or 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. This authorization remains in force until the Annual General Meeting in 2007, however for no longer than one year from the close of the Annual General Meeting.
The purpose of the authorization is to create the opportunity for the Company to use the Sponda Plc shares in its own possession as consideration in corporate acquisitions or the acquisition of assets and for personnel incentive schemes.
For this reason the Board considers that there are weighty financial grounds supporting its right to decide on the surrender of the Company's own shares other than in proportion to the pre-emptive right of shareholders. The shares may not be surrendered in the interests of a member of the Company's inner circle, as defined in Chapter 1, Section 4 §1 of the Companies Act.
Since the Board of Directors will be authorized to decide to whom and in what order the Company's own shares shall be surrendered, when the decision is made to exercise this authorization it will not be possible to assess the effects of surrender on the distribution of ownership and voting power. Since the Company's own shares do not confer the right to participate in General Meetings, nor do they carry voting rights, the surrender of the Company's own shares will reduce the relative proportion of the voting power held by the shareholders.
Pursuant to the Companies Act, on 23 February 2006 the members of the Company's inner circle held altogether 27,241,192 shares, representing 34.4 % of the Company's share capital.