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.