DECISIONS OF SPONDA PLC’S ANNUAL GENERAL MEETING


1. Amendment to Paragraph 1 of Article 11

The meeting decided to amend Paragraph 1, §11 of the Articles of Association to the effect that shareholders wishing to attend general meetings are required to inform the company in the manner and within the time period stated in the invitation, which may be no earlier than ten (10) days before the meeting.


2. The meeting decided to restate the company’s share capital and the nominal value of the shares in euros, to raise the share capital through a transfer of funds, and to amend §3 and §4 of the Articles of Association.

The meeting decided to restate the share capital in euros, i.e. EUR 68,942,480.57.

In this connection the meeting decided to raise the share capital to EUR 81,982,675 by transferring an amount corresponding to the increase in share capital, i.e. EUR 13,040,194.43, from the share premium account to the share capital account. No new shares will be issued, nor will the total number of shares change. After restating of the share capital in euros and the fund transfer, each share will have a nominal value of one euro.

The meeting decided to amend §3 of the Articles of Association to state that the company’s share capital shall be minimum sixty million (60,000,000) euros and maximum two hundred and forty million (240,000,000) euros, within which limits the share capital may be raised or lowered without amending the Articles of Association.

The meeting decided to amend §4 of the Articles of Association to state that each share shall have a nominal value of one (1) euro.


Composition of the Board of Directors

The following were re-elected to the Board of Directors: Heikki Bergholm, President, Lassila & Tikanoja group; Harri Pynnä, Legal Counsellor, Fortum Oyj; Anssi Soila, MSc (Eng., Econ.); and Jarmo Väisänen, Ministry of Finance. The following were elected as new members: Maija-Liisa Friman, President, Vattenfall Oy, and Heikki Hyppönen, Director Real Estate, Nordea.

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

A dividend of FIM 1.50 per share will be paid on the financial year 2000. The dividend will be paid to shareholders who are registered in the company’s shareholder register maintained by the Finnish Central Securities Depository Ltd no later than the dividend record date 2 April 2001. The dividend will be paid after the record period on 9 April 2001.