1. Matters Pertaining to the Annual General Meeting
Sponda Plc's Annual General Meeting was held in Helsinki on 4 April 2007. The
meeting adopted the consolidated financial statements and the parent company's
financial statements for the financial year of 2006 and discharged the Board of
Directors and the CEO from liability.
The Annual General Meeting approved the Board's proposal to pay a dividend of
0.40 euros per share. The record date for dividend payment will be 11 April 2007
and the dividend will be paid on 18 April 2007. The rest of the distributable
assets, 203,868,737.72 euros, will be retained in the distributable free equity.
The number of members on the Board of Directors was confirmed as six. The
following persons were elected as Board Members: Ms Tuula Entelä, Mr Timo
Korvenpää, Mr Harri Pynnä and Mr Jarmo Väisänen, who are also current Board
Members, and Mr Lauri Ratia and Ms Arja Talma were elected as new members, all
to serve for a term ending at the next Annual General Meeting. All had given
their consent to election. At its constitutive meeting after the Annual general
Meeting, the Board of Directors elected Lauri Ratia 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 a monthly remuneration of 5,000 euros, to
the Deputy Chairman of the Board a monthly remuneration of 3,000 euros, and to
other ordinary members a monthly remuneration of 2,600 euros. In addition to
this, an attendance allowance of 500 euros will be paid to all members for each
meeting. Travel expenses will be refunded according to the company's travel
policy.
Mr Sixten Nyman, CPA auditor and KPMG Oy Ab, CPA audit firm with Ms Raija-Leena
Hankonen, CPA auditor, as principal auditor were elected as auditors of the
company and Ms Riitta Pyykkö, CPA auditor, was elected as deputy auditor of
Sponda plc until the end of the next Annual General Meeting.
2. Authorization to Decide on Repurchase and Assignment of Own Shares
The Annual General Meeting authorized the Board of Directors to decide on the
acquisition of own shares using the company's free equity pursuant to the
proposal of the Board of Directors. A maximum of 5,551,509 shares can be
acquired in one or several tranches, however so, that the total number of own
shares in the possession of the company or its subsidiaries or shares pledged by
the company may not exceed five (5) per cent of the total number of shares of
the company. The proposed maximum number corresponds to approximately five per
cent of all shares of the company.
The company can acquire its own shares for the purpose of using such shares as
consideration in potential acquisitions of e.g. assets pertaining to the
company's business or in potential corporate acquisitions or other such
arrangements, or for the purpose of using such shares in incentive schemes for
key personnel in such ways and to the extent as is agreed by the Board of
Directors, or for the purpose of otherwise assigning or nullifying such shares.
The shares are to be repurchased in public trading and such repurchase will
therefore be carried out as a directed repurchase in another proportion than
that of the current shareholders. The repurchases of own shares are carried out
through the Helsinki Stock Exchange in compliance with its rules and guidelines.
The consideration paid for shares acquired must be based on the share's price as
it is quoted in public trading. The minimum consideration corresponds thus 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.
Acquisition by the company of its own shares decreases the company's
distributable free equity.
This authorization will be valid until 30 June 2008.
Furthermore, the Annual General Meeting authorized the Board of Directors to
decide on the assignment of own shares pursuant to the proposal of the Board of
Directors. The authorization is for a maximum of 5,551,509 shares. The proposed
maximum amount corresponds to approximately five (5) per cent of all the
existing shares of the company.
The Board of Directors can use the authorization to finance or carry out
corporate acquisitions or other arrangements, for a share-based incentive scheme
for the company's key personnel, or for other purposes decided by the Board of
Directors from time to time. The Board of Directors can act on this
authorization in one or several tranches.
The Board of Directors may further decide on assigning own shares by deviation
from the shareholders' pre-emptive rights based on this authorization. The Board
of Directors is authorized to decide on other terms relating to such assignment.
The authorization will be valid until 30 June 2008. This authorization replaces
the Annual General Meeting's authorization on share issue of 5 January 2007.
4. Amendment of the Articles of Association
The Annual General Meeting approved the proposal of the Board of Directors on
the amendments of the Articles of Association.
4. Proposal by the State of Finland as Shareholder concerning Appointment of a
Nomination Committee
The Annual General Meeting decided to establish a Nomination Committee according
to the proposal of the State of Finland as shareholder. The role of the
Nomination Committee is to prepare proposals to the next Annual General Meeting
relating to the company's board members and their remuneration. The Nomination
Committee is comprised of representatives of the three (3) major shareholders
and the Chairman of the Board who acts as an expert member of the Committee. The
shareholders who hold the majority of all voting rights on 1 November
immediately preceding the next Annual General Meeting are entitled to appoint
the members representing the shareholders. 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 the 1 February immediately
preceding the Annual General Meeting.
Helsinki, 4 April 2007
Sponda Plc
Board of Directors
Further information: Kari Inkinen, President and CEO, tel. +358-20-431 3311