Sponda Plc Stock Exchange Release 19 March 2008, 16:15 RESOLUTIONS OF SPONDA PLC'S ANNUAL GENERAL MEETING OF SHAREHOLDERS MATTERS PERTAINING TO THE ANNUAL GENERAL MEETING The Annual General Meeting of the Shareholders of Sponda Plc was held in Helsinki on Wednesday, 19 March 2008. The meeting adopted the consolidated financial statements and the parent company's financial statements for the financial year 2007 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 0.50 euros per share. The record date for dividend payment will be 26 April 2008 and the dividend will be paid on 2 April 2008. The number of the members of the Board of Directors was confirmed as six (6) ordinary members. The following current members of the board were re-elected: Ms. Tuula Entelä, Mr. Timo Korvenpää, Mr. Lauri Ratia, and Ms. Arja Talma. Mr. Klaus Cawén and Mr. Erkki Virtanen were elected as new members of the Board of Directors. All have given their consent to the election. The remuneration of the Board of Directors was confirmed as follows: the chairman of the board shall 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 the members of the board for attendance at each meeting. Travel expenses will be refunded in accordance with the company's travel policy. APA Raija-Leena Hankonen and the firm of authorized public accountants KPMG Oy Ab, which has appointed APA Kai Salli as the responsible auditor and APA Riitta Pyykkö as deputy auditor, were appointed as the company's auditors to serve for a term ending at the end of the next Annual General Meeting. 2. AMENDMENT OF THE ARTICLES OF ASSOCIATION The Annual General Meeting approved the proposal of the Board of Directors on the amendment of the Article 4 of the Articles of Association. 3. AUTHORIZATION OF THE BOARD OF DIRECTORS TO DECIDE ON THE ACQUISITION OF OWN SHARES The Annual General Meeting of the shareholders authorized the Board of Directors 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 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. 4. AUTHORIZATION OF THE BOARD OF DIRECTORS TO DECIDE ON A SHARE ISSUE AND ISSUING SPECIAL RIGHTS ENTITLING TO SHARES In accordance with the Board's proposal, the Annual General Meeting of the Shareholders authorized the Board of Directors 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 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. 5. PROPOSAL BY THE STATE OF FINLAND CONCERNING THE APPOINTMENT OF THE NOMINATION COMMITTEE The Annual General Meeting of the Shareholders resolved, from the proposition of the Council of State's ownership steering department, representing the company's largest shareholder, the State of Finland that the Annual General Meeting appoints 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 shareholders. 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. 6. DECISIONS OF THE BOARD OF DIRECTORS OF SPONDA PLC At its constitutive meeting, after the Annual general Meeting, the Board of Directors elected Mr Lauri Ratia as its chairman and Mr Timo Korvenpää as its deputy chairman. As independent members of the Audit Committee the following persons were elected: Arja Talma as the chairman of the Audit Committee and Timo Korvenpää and Erkki Virtanen as members of the Audit Committee. As independent members of the Structure and Remuneration Committee the following persons were elected: Lauri Ratia as the chairman of the Structure and Remuneration Committee and Tuula Entelä and Klaus Cawén as members of the Structure and Remuneration Committee. Helsinki, 19 March 2008 SPONDA PLC The board of directors Additional information: Erik Hjelt, Senior Vice President, Legal Affairs and Treasury, tel. (0)20 431 3318.