SPONDA PLC’S ANNUAL GENERAL MEETING ON 28 MARCH 2001


The following matters will be put before the Meeting:

1. The matters referred to in §13 of the Articles of Association.

2. Board’s proposal to amend Paragraph 1, §11 of the Articles of Asso-ciation

Paragraphs 1, §11 of the Articles of Association will be amended so 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.

3. Board’s proposal 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 share capital will be restated in euros, i.e. EUR 68,942,480.57.

In this connection the share capital will be raised to EUR 81,982,675 by transferring an amount corresponding to the increase in share capital, i.e. EUR 13,040,194.43, to the share premium ac-count. 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.

Amendment of §3 of the Articles of Association to state the com-pany’s share capital shall be minimum sixty million (60,000,000) eu-ros and maximum two hundred and forty million (240,000,000) euros, within with limits the share capital may be raised or lowered with-out amending the Articles of Association.

Amendment of §4 of the Articles of Association to state that each share shall have a nominal value of one (1) euro.
Documents on View
Documents pertaining to the Annual General Meeting will be on display from 7 March 2001 at the company’s head office, Kaivokatu 6, 00100 Helsinki. Shareholders will be sent copies of these documents on re-quest.
Right to Attend the Meeting
To attend the Annual General Meeting shareholders are required to be registered in the company’s shareholder register maintained by the Finnish Central Securities Depository Ltd no later than 16 March 2001.

Shareholders wishing to attend the Annual General Meeting must inform the company no later than by 4.00 pm on Friday 23 March 2001 either in writing to Sponda Plc /Ms Liisa Salo, PO Box 940, FIN-00101 Helsinki, or by telephone +358 9 680 581, or by telefax +358 9 260 0181 or by e-mail liisa.salo@sponda.fi. Written notification of attendance should reach the company before the end of the notification period. Share-holders wishing to vote by proxy are kindly asked to ensure that their own letters of proxy reach the company before the end of the notifica-tion period.
Payment of Dividend
The Board proposes to the Annual General Meeting that a dividend of FIM 1.50 per share 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 De-pository Ltd no later than the dividend record date. The Board pro-poses to the Meeting that the dividend record date be 2 April 2001 and that the dividend be paid after the record period on 9 April 2001.