Sponda Plc Stock Exchange Release 19 March 2014, 4:30 p.m.
Resolutions of Sponda Plc's Annual General Meeting of Shareholders and the Board of Directors
1. MATTERS PERTAINING TO THE ANNUAL GENERAL MEETING
The Annual General Meeting of Shareholders of Sponda Plc was held in Helsinki on Wednesday, 19 March 2014. The meeting adopted the consolidated financial statements and the parent company’s financial statements for the financial year 2013 and discharged the members of the Board of Directors and the CEO from liability.
The Annual General Meeting resolved to pay a dividend of EUR 0.18 per share from the financial period 2013 in accordance with the proposal of the Board of Directors. The record date for dividend payment will be 24 March 2014 and the dividend will be paid on 31 March 2014.
The number of the members of the Board of Directors was confirmed as seven (7). The current members of the Board of Directors Kaj-Gustaf Bergh, Christian Elfving, Juha Laaksonen, Arja Talma and Raimo Valo were re-elected to the Board of Directors and Paul Hartwall and Leena Laitinen were elected as new members of the Board for the term until the close of the Annual General Meeting in 2015.
The remuneration of the Board of Directors was confirmed as follows: the chairman of the Board shall be paid EUR 60,000 per year, the deputy chairman of the Board EUR 36,000 per year, and the other members of the Board EUR 31,200 per year. 40% of the fixed annual remuneration will be paid in Sponda Plc’s shares to be acquired by means of public trading. The shares will be purchased within two weeks from the release of the interim report 1 January – 31 March 2014 of Sponda Plc. It was further confirmed that the Chairman of the Board shall be paid a compensation of EUR 1,000 and the other Board members EUR 600 for the Board meetings attended and that the Board members shall be paid EUR 600 for each committee meeting attended and that the Chairman of the Audit Committee shall be paid EUR 1,000 for each Audit Committee meeting attended.
APA Esa Kailiala and the firm of authorized public accountants KPMG Oy Ab, with APA Kai Salli as responsible auditor, were re-appointed as the auditors and APA Lasse Holopainen was appointed as the deputy auditor of Sponda Plc for a term ending at the end of the next Annual General Meeting. The Annual General Meeting resolved to remunerate the auditors in accordance with their invoice.
2. AMENDMENT OF ARTICLES OF ASSOCIATION
The Annual General Meeting of Shareholders decided to amend the provision of the Articles of Association concerning participation in and the notice to a General Meeting as follows:
“9 § Participation in and Notice to a General Meeting of Shareholders
In order to participate in a General Meeting of Shareholders, a shareholder must in advance register for attendance at the meeting at the latest on the date specified in the notice to the General Meeting of Shareholders. The date so indicated shall not be earlier than ten (10) days prior to the meeting.
The notice convening a General Meeting of Shareholders is delivered
1) By publishing the notice on the company's website and
2) By publishing the information regarding the time and location of the General Meeting as well as the website address containing the notice to the General Meeting in at least one daily nation-wide newspaper decided by the Board of Directors.
The notice, including the abovementioned newspaper announcement, must be published at the earliest two (2) months before the abovementioned last date of registration for attendance and at the latest three (3) weeks prior to the General Meeting, however, no later than nine (9) days before the record date of the General Meeting.”
3. AUTHORIZATION OF THE BOARD OF DIRECTORS TO DECIDE ON THE REPURCHASE OF THE COMPANY’S OWN SHARES
The Annual General Meeting of Shareholders authorized the Board of Directors to decide on the repurchase of the company’s own shares using the funds in the company's unrestricted equity. A maximum of 14,150,000 shares can be repurchased in one or several tranches. The proposed maximum number of the authorization corresponds to approximately 5 per cent of all shares of the company.
The shares are to be repurchased in trading at the regulated market in the Helsinki Stock Exchange’s stock exchange list and such repurchases will therefore be carried out as directed acquisitions, i.e., not in proportion to the holdings of the shareholders. The repurchases of the company’s own shares will be carried out through public trading organized by NASDAQ OMX Helsinki Ltd, in compliance with its rules and guidelines.
The consideration paid for the shares acquired must be based on the company’s share price as it is quoted in trading in the Helsinki Stock Exchange’s stock exchange list. The minimum consideration will thus correspond to the lowest trading price quoted for the share in trading in the Helsinki Stock Exchange’s stock exchange list and the maximum consideration, correspondingly, to the highest trading price quoted for the share in trading in the Helsinki Stock Exchange’s stock exchange list within the validity period of this authorization.
The Board of Directors shall decide on other terms for the repurchase of the company's own shares.
The authorization is proposed to be in force until the next Annual General Meeting. This authorization replaces the Annual General Meeting's authorization for the repurchase of the company’s own shares of 18 March 2013.
4. AUTHORIZATION OF THE BOARD OF DIRECTORS TO DECIDE ON THE ISSUANCE OF SHARES AND THE ISSUANCE OF SPECIAL RIGHTS ENTITLING TO SHARES
The Annual General Meeting of Shareholders authorized the Board of Directors to decide on a share issue and on the issuance of special rights entitling to shares in accordance with Chapter 10, section 1 of the Companies Act. A share issue may be carried out by offering new shares or by transfer of treasury shares. Based on this authorization, the Board of Directors is authorized to decide 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. Based on the authorization, a maximum of 28,300,000 shares can be issued. The proposed maximum amount corresponds to approximately 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 or other restructuring, to strengthen the company’s capital structure, or for other purposes decided by the Board of Directors. The authorization may not, however, be used for the 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 issuance of special rights.
The authorization is proposed to be in force until the next Annual General Meeting. This authorization replaces the Annual General Meeting’s authorization to decide on a share issue and issuance of special rights entitling to shares of 18 March 2013.
5. DECISIONS OF THE BOARD OF DIRECTORS OF SPONDA PLC
At its constitutive meeting after the Annual General Meeting, the Board of Directors elected Kaj-Gustaf Bergh as its chairman and Arja Talma as its deputy chairman.
The following persons were elected as members of the Audit Committee: Arja Talma as the chairman, Raimo Valo as the deputy chairman and Juha Laaksonen and Paul Hartwall as members.
The following persons were elected as members of the Structure and Remuneration Committee: Kaj-Gustaf Bergh as the chairman, Cristian Elfving as deputy chairman and Leena Laitinen as a member.
The Board of Directors evaluated that Juha Laaksonen, Leena Laitinen, Arja Talma and Raimo Valo are independent of the company and its significant shareholders and Kaj-Gustaf Bergh, Christian Elfving and Paul Hartwall are independent of the company.
Helsinki, 19 March 2014
Sponda Plc The Board of Directors
Additional information: Chief Legal Counsel Tuula Kunnas, tel. +358-40-555-2140
Sponda Plc is a property investment company specializing in commercial properties in the largest cities in Finland. Sponda's business concept is to own, lease and develop retail and office properties and shopping centres into environments that promote the business success of its clients. The fair value of Sponda's investment properties is approximately EUR 3.3 billion and the leasable area is around 1.4 million m².
