DECISIONS OF SPONDA PLC'S ANNUAL GENERAL MEETING ON 7 APRIL 2004

1. The AGM authorized the Board of Directors to decide on purchasing the company's own shares

 

The Board was authorized for one year from the AGM to purchase at most 3,900,000 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, as consideration in possible corporate acquisitions and other development of the company's business operations, and for use in incentive schemes for key employees, 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 on the Helsinki Exchanges 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 46,362,344 of the company's 78,449,275 shares on 8 March 2004, representing 59.1 % 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 what proportion of the total share capital and voting rights will be held by members of the company's inner circle after the purchase of the shares.

 

 

2.The AGM authorized the Board of Directors to surrender the company's own shares

 

The Board of Directors was 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 1 above, i.e. at most 5 % of the total number of shares and voting rights. The Board was authorized to decide to whom and in what order the company's own shares will be surrendered.

The Board was 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 and other development of the company's business operations, and for use in incentive schemes for key employees, 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.

 

 

3.The AGM approved the proposal of the Ministry of Finance to appoint a Nomination Committee

                                                 

A Nomination Committee to prepare proposals for candidate members of the Board of Directors and their remuneration for the following Annual General Meeting,

Representatives of three (3) major shareholders be elected to the Nomination Committee along with the Chairman of the Board as an expert member. The right to appoint the Committee members representing the shareholders shall belong to those shareholders whose holding of the voting rights carried by all the company's shares is largest on 1 December preceding the Annual General Meeting,

The Nomination Committee be convened by the Chairman of the Board of Directors and that the Committee elect a chairman from among its members, and that

The Nomination Committee shall present its proposal to the company's Board of Directors no later than 1 February preceding the Annual General Meeting.

 

The Board of Directors and the auditors

 

The AGM confirmed the number of members of the Board of Directors to be six and the following were re-elected to serve on the Board until the close of the subsequent annual general meeting: Maija-Liisa Friman, Jarmo Laiho, Harri Pynnä, Anssi Soila and Jarmo Väisänen. Kaj-Gustaf Bergh was elected as a new member.  Convening after the AGM, the new Board of Directors elected Anssi Soila chairman of the Board and Jarmo Väisänen deputy chairman of the Board.

 

The AGM confirmed the fees payable to the Board of Directors as follows:

Monthly fee to the Chairman EUR 2,500, monthly fee to the Deputy Chairman EUR 1,500 and monthly fee to Board Members EUR 1,250. In addition to that, a meeting fee EUR 300/meeting/person.

 

Sixten Nyman APA and the firm of authorized public accountants KPMG Wideri Oy Ab were appointed the company's auditors, and Fredrik Westerlund APA the deputy auditor, until the close of the subsequent annual general meeting.

 

Dividend payment

 

The AGM approved payment of a dividend of 0.30 euros per share on the financial year 2003. The dividend will be paid to shareholders who are registered in the company's shareholder register maintained by the Finnish Central Securities Depository Ltd on the dividend record date. The AGM decided 14 April 2004 as the dividend record date and 21 April 2004 as the dividend payment date.