Sponda Oyj Stock Exchange Release 28 February 2008, 16:10 NOTICE TO CONVENE SPONDA PLC'S ANNUAL GENERAL MEETING OF SHAREHOLDERS Shareholders of Sponda Plc are invited to attend the Annual General Meeting of the company on Wednesday, 19 March 2008, commencing at 2:00 pm in the Helsinki auditorium of the Finlandia Hall, Mannerheimintie 13 e, Helsinki (entrance from doors M3 and K3). Shareholder registration will begin at 1:00 pm. The following matters stipulated in article 11 of the company's Articles of Association, and other matters, will be on the agenda: 1. Presenting of the financial statement and the auditor's report 2. Adopting of the financial statements 3. Use of the profit shown on the balance sheet The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.50 per share be paid. The dividend will be paid to shareholders who are registered in the company's shareholder's register maintained by the Finnish Central Securities Depository Ltd on the record date, 26 March 2008. The Board proposes that the dividend be paid on 2 April 2008. 4. Granting of discharge from liability to the members of the Board of Directors and the CEO 5. The remuneration of the members of the Board and the basis of compensation for their travel expenses The shareholders' Nomination Committee appointed at the Annual General Meeting in 2007 proposes that the Chairman of the Board be paid EUR 5,000 per month, the Deputy Chairman of the Board EUR 3,000 per month, and the other members of the Board EUR 2,600 per month. An additional compensation of EUR 600 will be paid to each member for attendance at each Board meeting. Travel expenses will be refunded in accordance with the company's travel policy. 6. The number of the Board members The shareholders' Nomination Committee proposes that the number of members of the Board be confirmed as six (6) ordinary members. 7. Election of the members of the Board The shareholders' Nomination Committee proposes that, subject to their consent, the following current members of the Board be re-elected: Ms. Tuula Entelä, Mr. Timo Korvenpää, Mr. Lauri Ratia, and Ms. Arja Talma, and that Mr. Klaus Cawén and Mr. Erkki Virtanen be elected as new members, all to serve for a term ending at the end of the next Annual General Meeting. 8. The remuneration of auditors The Board of Directors proposes, on the recommendation of the Audit Committee, that the auditors be paid remuneration in accordance with the auditors' invoice. 9. Election of auditors and deputy auditor The Board of Directors proposes, on the recommendation of the audit committee, that APA Raija-Leena Hankonen and the firm of authorized public accountants KPMG Oy Ab, which has appointed APA Kai Salli as responsible auditor and APA Riitta Pyykkö as deputy auditor, to be appointed as auditors to serve for a term ending at the end of the next Annual General Meeting. 10. Amendment of the Articles of Association The Board of Directors proposes that article 4 of the Articles of Association be changed to read as follows: “The Company has a Board of Directors, which is composed of four to seven (4-7) ordinary members. The term of office of the members of the Board of Directors shall expire at the end of the first Annual General Meeting of Shareholders following the election.” 11. Authorization of the Board of Directors to decide on the acquisition of own shares The Board of Directors proposes that the general meeting authorize the board to decide on the acquisition of own shares using the company's unrestricted equity. A maximum of 5,500,000 shares can be acquired in one or several tranches. The proposed maximum number corresponds to approximately five percent of all shares of the company. The shares are to be acquired in public trading and such acquisition will therefore be carried out as a directed acquisition, i.e., not in proportion to the holdings of the current shareholders. The acquisitions of own shares will be carried out through the OMX Nordic Exchange (Helsinki) in compliance with its rules and guidelines. The consideration paid for own shares acquired must be based on the share's price as it is quoted in public trading. The minimum consideration thus corresponds 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. The authorization is proposed to be in force until the next Annual General Meeting. This authorization replaces the Annual General Meeting's authorization for acquisition of own shares of 4 April 2007. 12. Authorization of the Board of Directors to decide on a share issue and special rights entitling to shares The Board of Directors proposes to the Annual General Meeting that the Annual General Meeting authorize the board to decide on a share issue and on the granting of special rights entitling to shares, pursuant to Chapter 10(1) of the Companies Act. A share issue may be effected by offering new shares or by the transfer of treasury shares. Based on this authorization, the Board of Directors is authorized to make a decision on a directed share issue in deviation from the shareholders' pre-emptive rights and on the granting of special rights subject to the conditions mentioned in the Companies Act. Under the authorization, a maximum of 11.000.000 shares can be issued. The proposed maximum amount corresponds approximately to 10 per cent of all the current shares of the Company. The Board of Directors can act on this authorization in one or several tranches. The Board of Directors can use the authorization to finance or carry out corporate acquisitions, to strengthen the company's capitalization, or for other purposes decided by the Board of Directors. The authorization may not, however, be used for implementation of incentive schemes for the company's management or key personnel. The Board of Directors is authorized to decide on other conditions of the share issues and for issuing special rights. The authorization is proposed to be in force until the next Annual General Meeting. This authorization replaces the Annual General Meeting's authorization for the assignment of treasury shares of 4 April 2007. 13. Proposal by the State of Finland concerning the appointment of a Nomination Committee The Council of State's ownership steering department, representing the company's largest shareholder, the State of Finland, has proposed the following regarding the establishment of the General Meeting's Nomination Committee: “The Annual General Meeting decides to appoint a Nomination Committee to prepare proposals to the following Annual General Meeting relating to the company's Board members and their remuneration. The Nomination Committee shall consist of the Chairman of the Board as an expert member, as well as representatives of the three largest shareowners. The three shareholders who hold the majority of all voting rights on 3 November immediately preceding the next Annual General Meeting are entitled to appoint the members representing the shareholders. If a shareholder does not wish to use his appointment right, the right is transferred to the next largest shareholder. The largest shareholders will be determined by the shareholder information entered into the book-entry system, however, in such a way that a shareholder with an obligation, pursuant to the Finnish Securities Markets Act, to disclose information on certain changes in ownership (shareholder with disclosure obligation), e.g., holdings distributed into several different funds will be aggregated, if the shareholder notifies the Board of Directors in writing of his request to do so on 31 October 2008 at the latest. 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 2 February immediately preceding the Annual General Meeting. Documents on display for the shareholders The proposals of the Board of Directors and the annual accounts will be available for the shareholders starting on Wednesday 12 March 2008 on the company's Internet pages, at www.sponda.fi and at the company's head office at Korkeavuorenkatu 45, 00130 Helsinki, Finland. As of the same date, shareholders may request copies of the documents either by e-mail to tuija.hakama@sponda.fi or by phone, tel. +358 (0)20 431 31. The documents can also be viewed at the Annual General Meeting. Participation in and registering for the Annual General Meeting The right to attend the Annual General Meeting is held by a shareholder who is registered as the company's shareholder in the shareholder register, maintained by the Finnish Central Securities Depository Ltd, on Friday 7 March 2008. A shareholder whose shares are nominee-registered and who wants to attend the Annual General Meeting must temporarily register with the shareholder register on Friday 7 March 2008 at the latest. In order to be entitled to attend the Annual General Meeting, the shareholder must notify of his intention to attend no later than on Wednesday, 12 March 2008 at 4:00 pm either by mail to Castrén & Snellman Attorneys Ltd, Antti Rintakoski, PO Box 233, 00131 Helsinki, Finland, by telefax, 358 (0)20 7765 001 / Antti Rintakoski by e-mail to antti.rintakoski@castren.fi, or by telephone, +358 (0)20 776 315 / Antti Rintakoski, weekdays Mon-Fri at 9:00 am to 4:00 pm. Notifications by letter, telefax or e-mail must reach the company before the end of registration on Wednesday, 12 March 2008 at 4:00 pm. Shareholders wishing to vote by proxy should submit their forms of proxy to reach the company before the above deadline. Helsinki, 28 February 2008 SPONDA PLC The board of directors Additional information: Erik Hjelt, Senior Vice President, Legal Affairs and Treasury, tel. +358 (0)20 431 3318.