The following items are on the agenda:
1. MATTERS PERTAINING TO THE ANNUAL GENERAL MEETING ACCORDING TO THE FINNISH COMPANIES ACT AND ARTICLE 13 OF SPONDA'S ARTICLES OF ASSOCIATION
PROPOSAL BY THE BOARD OF DIRECTORS CONCERNING DISTRIBUTION OF DIVIDEND
The Board of Directors proposes to the Annual General Meeting that a dividend of 0.40 EUR per share be paid for the financial year 2006. The dividend is paid to shareholders who have been registered in the shareholders' register maintained by the Finnish Central Securities Depository on the record date of 11 April 2007. The Board of Directors proposes that the dividend is paid on 18 April 2007.
BOARD OF DIRECTORS AND AUDITORS
The Nomination Committee, appointed by the Annual General Meeting of 2006, which also represents 35.3 per cent of the voting rights of all the shares of the company, proposes that the number of the Board of Directors comprises six ordinary members, and that the following persons are elected as Board Members: Ms Tuula Entelä, Mr Timo Korvenpää, Mr Harri Pynnä and Mr Jarmo Väisänen, who are also current Board Members, and that Mr Lauri Ratia and Ms Arja Talma are elected as new members, all to serve for a term ending at the next Annual General Meeting. All proposed members have given their consent for their election. Furthermore, the Nomination Committee proposes that the remuneration for the Board of Directors is confirmed as follows: to the Chairman of the Board a monthly remuneration of 5,000 EUR, to the Deputy Chairman of the Board a monthly remuneration of 3,000 EUR, and to other ordinary members a monthly remuneration of 2,600 EUR. In addition to this, an attendance allowance of 500 EUR will be paid to all members for each meeting.
The State of Finland as a Shareholder of the Company holding 34.28 per cent of the voting rights of the company, has notified that it will propose that Mr Sixten Nyman, KHT auditor and KPMG Oy Ab, KHT audit firm with Ms Raija-Leena Hankonen, KHT auditor, as principal auditor are elected as auditors of the company and that Ms Riitta Pyykkö, KHT auditor, is elected as deputy auditor until the end of the next Annual General Meeting.
The Ministry of Finance as the representative of the major shareholder of the company, the State of Finland, has made the following proposal concerning the appointment of a Nomination Committee that would prepare the proposals for the next Annual General Meeting concerning the Members of the Board and the remuneration of the Members of the Board.
"The role of the Nomination Committee is to prepare proposals to the Annual General Meeting relating to the company's board members and their remuneration. The Nomination Committee is comprised of representatives of the three (3) major shareholders and the Chairman of the Board who acts as an expert member of the Committee. The shareholders who hold the majority of all voting rights on 1 November immediately preceding the next Annual General Meeting are entitled to appoint the members representing the shareholders. 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 the 1 February immediately preceding the Annual General Meeting."
3. AMENDMENT OF THE ARTICLES OF ASSOCIATION
The Board of Directors proposes that the Articles of Association are amended as a consequence of and to comply with the recent amendments to the Companies Act, and that some other, mainly technical, amendments are made.
(i) Article 2: The term umbrella organization is replaced with the term parent company. Provision of real estate related services is added to the company's field of business.
(ii) Articles 3 and 4: The provisions concerning the minimum and maximum share capital and the nominal value of the shares are removed.
(iii) Article 5: The provisions concerning the record date are removed and the present contents of the article are replaced with a statement concluding that the shares of the company belong to the book-entry system.
(iv) Article 8: The provisions concerning authorized signatories are replaced with provisions concerning representation rights in accordance with the new Companies Act.
(v) Article 11: The paragraph concerning the publication of the invitation to the Annual General Meeting is amended so that the publication can take place no later than seventeen days before the meeting.
(vi) Article 13: The agenda of the Annual General Meeting is amended to correspond with the terminology of the new Companies Act.
Furthermore, the numbering of the Articles of Association will be amended respectively. The proposed new Articles of Association are attached to this invitation.
4. PROPOSAL BY THE BOARD OF DIRECTORS REGARDING AUTHORIZATION OF THE BOARD OF DIRECTORS TO DECIDE ON REPURCHASE OF OWN SHARES
The Board of Directors proposes to the Annual General Meeting that it would authorize the Board of Directors to decide on the acquisition of own shares using the company's free equity. A maximum of 5,551,509 shares can be acquired in one or several tranches, however so, that the total number of own shares in the possession of the company or its subsidiaries or shares pledged by the company may not exceed five (5) per cent of the total number of shares of the company. The proposed maximum number corresponds to approximately five per cent of all shares of the company.
The company can acquire its own shares for the purpose of using such shares as consideration in potential acquisitions of e.g. assets pertaining to the company's business or in potential corporate acquisitions or other such arrangements, or for the purpose of using such shares in incentive schemes for key personnel in such ways and to the extent as is agreed by the Board of Directors, or for the purpose of otherwise assigning or nullifying such shares.
The shares are to be repurchased in public trading and such repurchase will therefore be carried out as a directed repurchase in another proportion than that of the current shareholders. The repurchases of own shares are carried out through the Helsinki Stock Exchange in compliance with its rules and guidelines.
The consideration paid for shares acquired must be based on the share's price as it is quoted in public trading. The minimum consideration corresponds thus 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 of own shares.
Acquisition by the company of its own shares decreases the company's distributable free equity.
This authorization is proposed to be valid until 30 June 2008.
5. PROPOSAL BY THE BOARD OF DIRECTORS TO AUTHORIZE THE BOARD OF DIRECTORS TO DECIDE ON ASSIGNMENT OF OWN SHARES
The Board of Directors proposes to the Annual General Meeting that it would authorize the Board of Directors to decide on the assignment of own shares. The authorization is for a maximum of 5,551,509 shares. The proposed maximum amount corresponds approximately to five (5) per cent of all the existing shares of the company.
The Board of Directors can use the authorization to finance or carry out corporate acquisitions or other arrangements, for a share-based incentive scheme for the company's key personnel, or for other purposes decided by the Board of Directors from time to time. The Board of Directors can act on this authorization in one or several tranches.
The Board of Directors may further decide on assigning own shares by deviation from the shareholders' pre-emptive rights based on this authorization. The Board of Directors is authorized to decide on other terms relating to such assignment.
This authorization is proposed to be valid until 30 June 2008 and replaces in full the Annual General Meeting's authorization on share issue of 5 January 2007.
INFORMATION
The proposals of the Board of Directors and the other documents provided by the Companies Act may be inspected by the shareholders from 26th March 2007 on the company's internet site at www.sponda.fi and at the headquarters of the company at Korkeavuorenkatu 45 A, 00130 Helsinki. From the same date a shareholder may request copies of the documents (by e-mail: pia.arrhenius@sponda.fi or by telephone from number +358 (0)9 6805 81), and the documents will also be available at the Annual General Meeting.
RIGHT TO PARTICIPATE
Shareholders who are registered in the company's shareholders' register maintained by the Finnish Central Securities Depository by 23 March 2007 have the right to take part in the Annual General Meeting.
A shareholder who wishes to attend the Annual General Meeting must notify the company of his/her attendance no later than on 26 March 2007
- in writing to Castrén & Snellman Attorneys Ltd., Mr Ville Ranta, P.O. Box 233, 00131 Helsinki,
- by telephone to +358 (0) 20 7765 213 or by telefax to +358 (0) 20 7765 001, Mr Ville Ranta on weekdays Monday to Friday between 9 a.m. and 4 p.m., or
- by e-mail to ville.ranta@castren.fi.
Registration sent by mail, telefax or e-mail shall arrive before the expiry of the registration period. Possible proxies shall also be delivered before the expiry of the registration period. Admission to the conference room, distribution of ballots and inspection of proxies begins at the venue on 4 April, 2007 at 1 p.m.
Helsinki 15 March 2007
SPONDA PLC
Board of Directors
APPENDIX 1: PROPOSED ARTICLES OF ASSOCIATION OF SPONDA PLC
1 § Company Name and Domicile
The name of the company is Sponda Oyj, in English Sponda Plc. The company's place of domicile is Helsinki.
2 § Field of Business
The business of the Company is to own and possess domestic and foreign shares, bonds and other securities, to own, rent and possess fixed assets, to engage in renovation and extension of real estate properties, real estate development and other related activities, to provide real estate related services and to trade in shares, bonds, other securities and real estate properties. As a parent company, the company is responsible for the management and supervision of the companies it owns either entirely or in part, and for the group's organization, administration and other similar joint functions in the name of the group.
3 § Book-entry Securities System and Record Date for the Company Shares
The company's shares are in the Finnish book-entry system.
4 § Board of Directors
The company has a Board of Directors, which is composed of at least four and no more than six ordinary members. The term of office of a member of the Board of Directors ends at the close of the first annual general meeting of shareholders following the election.
5 § Chief Executive Officer
The company has a Chief Executive Officer, who is appointed by the Board of Directors.
6 § Representation
The company shall be represented by the Chief Executive Officer and one ordinary member of the Board of Directors together, or by two ordinary members of the Board of Directors together.
7 § Granting a Procuration
The Board of Directors decides on the granting of procurations.
8 § Auditors
The company has two auditors and one deputy auditor. The auditors and the deputy auditors must be Authorized Public Accountants or Authorized Public Accountancy Companies approved by the Central Chamber of Commerce.
The term of the auditors is a financial year and the term ends at the end of the annual general meeting of shareholders following their election.
9 § Participation and Invitation to General Meeting of Shareholders
In order to participate in the general meeting of shareholders, shareholders must so inform the company before the end of the registration period stated in the invitation to the general meeting of shareholders, which cannot be earlier than ten days before the general meeting of shareholders.
The invitation to the general meeting of shareholders is given by publishing an invitation in one or more daily nation-wide newspapers determined by the Board of Directors.
The invitation must be published at the earliest two months before the end of the registration period stipulated above and at the latest seventeen (17) days before the meeting date.
10 § Financial Year
The company's financial year is the calendar year.
11 § Annual General Meeting
The annual general meeting must be held yearly on the date determined by the Board of Directors within six months from the end of the Financial Year.
At the annual general meeting of shareholders, the following shall be
presented:
1. the financial statements comprising income statement, balance sheet, flow of funds statement, any appendices to them and the consolidated financial statement; and
2. the auditors' report;
decided:
3. approval of the financial statements, including approval of the consolidated financial statements;
4. use of the profit shown in the balance sheet;
5. granting of discharge from liability to the members of the Board of Directors and the Chief Executive Officer;
6. the remuneration to be paid to the members of the Board of Directors and the auditors and the remuneration principles relating to travel expenses;
7. the number of members of the Board of Directors;
elected:
8. members of the Board of Directors; and
9. auditors and deputy auditors.