The shareholders of Sponda Plc are invited to attend the Annual General Meeting scheduled to start at 2.00 pm on Tuesday 8 April 2003. The meeting will be held at the LordHotel, Lönnrotinkatu 29, in Helsinki.
The following matters will be on the agenda:
1. The matters referred to in Article 13 of the Articles of Association.
2. Board's proposal for re-approval of the 2000 convertible bond.
Sponda Plc's Annual General Meeting on 27 March 2000 decided to raise a loan from personnel of Sponda Plc and a wholly owned subsidiary, disapplying shareholders' pre-emptive subscription rights, by offering convertible bonds up to an aggregate principal amount of 635,750.36 euros. The bond period started on 28 April 2000 and expires no later than 28 April 2006. Under the scheme, bond holders are entitled to convert each 168.19 euro bond into five hundred (500) Sponda Plc shares of nominal value one (1) euro per share on payment of the conversion price. Based on this convertible bond the Company's share capital may increase by at most 1,890,000 euros and at most 1,890,000 shares.
This decision of the AGM was entered in the Finnish Trade Register on 30 March 2000.
The bond was fully taken up within the subscription period set out in the terms and conditions of the bond and Sponda Plc's Board of Directors decided to approve the subscriptions at its meeting on 26 April 2000.
In view of errors noted in the Trade Register entries for Sponda Plc's 2000 convertible bond, the Board of Directors proposes to the Annual General Meeting that the Meeting re-approve its decision to issue convertible bonds by keeping the decision of the AGM in 2000 concerning the bond and its conditions in force regardless of the errors in the Trade Register entries.
3. Board of Directors' proposal to reduce the share capital by annulling the Company's own shares
The purpose underlying the reduction in share capital is the annulment of the Sponda Plc shares held by the Company. The share capital, 81,155,275 euros, will be reduced by at most 3,000,000 euros to 78,155,275 euros by annulling without payment the 3,000,000 shares held by the Company. The total number of shares will be reduced to 78,155,275 shares. The shares have been purchased in public trading based on the Board's authorization expiring on 27 March 2003 to purchase own shares. The reduction in share capital will not lower Sponda Plc's restricted equity since the aggregate nominal value of the annulled shares, 3,000,000 euros, will be transferred from the share capital to the share premium fund. The reduction in share capital will have no material impact on the distribution of share ownership or voting rights in the Company, nor will it require changing the conversion ratio of the convertible bond approved by the AGM on 27 March 2000 and hereby presented to the AGM in 2003 for re-approval.
4. Board of Directors' proposal requesting authorization to decide on the purchase of Sponda Plc shares
The Board of Directors will be authorized for one year from the AGM to purchase at most 3,500,000 of the Company's own shares using distributable funds provided that after the purchase the aggregate nominal value of the shares owned by the Company and its subsidiary companies, or the voting rights carried by these shares, may not exceed five (5) percent of the Company's total share capital or the voting rights carried by all the shares.
The shares may be purchased otherwise than in proportion to shareholders' existing holdings in public trading on the Helsinki Exchanges.
The shares may be purchased for use by the Company as consideration when the Company acquires assets related to its business operations and also as consideration in possible corporate acquisitions in the manner and to the extent determined by the Board, or for the purpose of disposal or annulment.
The shares will be purchased at the market price formed during public trading and prevailing at the time of purchase. The purchase price of the shares will be paid to the sellers within the payment period stipulated by the guidelines of the Helsinki Exchanges and the regulations of the Finnish Central Securities Depository.
The Board will decide on the other terms and conditions concerning the purchase of the Company's own shares.
The purchase of the Company's own shares will reduce the Company's distributable non-restricted shareholders' equity.
Since the total number of shares that may be purchased may not exceed 5 % of the Company's total number of shares and the total number of voting rights carried by these shares, the purchase of the Company's own shares will have no significant impact on the distribution of ownership or voting rights in the Company.
Pursuant to the Companies Act, the members of the Company's inner circle owned altogether 57,303,252 of the Company's 81,155,275 shares on 10 March 2003, representing 70.6 % of the Company's total share capital and voting rights. Since the Company intends to purchase shares in public trading on the Helsinki Exchanges without information on the sellers of the shares, it is not possible to assess the proportion of the total share capital and voting rights held by members of the Company's inner circle.
5. Board of Directors' proposal requesting authorization to decide on the surrender of Sponda Plc shares
The Board of Directors will be authorized for one year from the AGM to surrender the Company's shares purchased by the Company. The Board may surrender at most the same number of shares corresponding to the number to be purchased as outlined in Point 4 above, i.e. at most 5 % of the total number of shares and voting rights.
The Board will be authorized to decide to whom and in what order the Company's own shares will be surrendered.
The Board will be authorized to surrender the Company's own shares otherwise than in proportion to the pre-emptive rights of shareholders to acquire the Company's shares provided that the Company has weighty financial grounds for doing so
The shares may be surrendered as consideration when the Company acquires assets related to its business operations and as consideration in possible corporate acquisitions in the manner and to the extent decided by the Board.
The Board will decide on the surrender price of the shares and how this price will be determined. The shares may be surrendered for consideration other than cash. The Board will decide on the other terms and conditions pertaining to the surrender of the Company's own shares.
Documents on view
Copies of the financial statements and the proposals of the Board of Directors will be available for inspection by shareholders from 1 April 2003 at the Company's head office in Helsinki (Kaivokatu 6). Copies of the documents will be mailed to shareholders upon request.
Right to participate in the Meeting
Shareholders who have been registered in the Company's shareholder register maintained by the Finnish Central Securities Depository Ltd on 28 March 2003 shall have the right to attend the Meeting.
Shareholders who wish to attend the Meeting must notify the Company of their intention to participate no later than 4.00 pm on 31 March 2003, either by mail to Sponda Plc, Ms Liisa Salo, PO Box 940, FIN-00101 Helsinki, Finland, or by telephone on +358 (0) 9 6805 8411, Ms Eva Schalin, or by telefax on +358 (0) 9 260 0181, or by e-mail eva.schalin@sponda.fi or via the Internet at www.sponda.fi
Notification by any of these methods must reach the Company before the above deadline. Shareholders wishing to vote by proxy should submit their forms of proxy to the Company before the above deadline.
Shareholders registered in nominee accounts
Notification by shareholders registered in nominee accounts, and information on these shareholders' representatives at the AGM, should be sent to their asset managers. The asset managers will record the names of such nominee-registered shareholders in the Company's shareholder register prepared by the Finnish Central Securities Depository for the AGM.
Dividend payment
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.90 per share be paid on the financial year 2002. The dividend will be paid to shareholders who have been registered as shareholders in the Company's shareholder register maintained by the Finnish Central Securities Depository Ltd by the dividend record date. The Board proposes that the dividend record date be 11 April 2003 and that the dividend be paid on 23 April 2003.
Helsinki, 18 March 2003
Sponda Plc
Board of Directors
For additional information, please contact: Ms Sari Aitokallio, CFO, Sponda Plc, tel. +358 9 680 581