Sponda Plc Stock Exchange Release 25 January 2016, 16:00
Proposals of Sponda’s Shareholders’ Nomination Board for composition and remuneration of the Board of Directors
In its meeting, the Shareholders' Nomination Board of Sponda Plc has decided to propose to the Annual General Meeting to be held on 21 March 2016 that the number of members of the Board of Directors be confirmed as eight ordinary members. The Shareholders’ Nomination Board proposes that the current members Kaj-Gustaf Bergh, Christian Elfving, Paul Hartwall, Leena Laitinen, Arja Talma and Raimo Valo be re-elected and that Outi Henriksson and Juha Metsälä be elected as new members to the Board of Directors for the term that expires at the closing of the Annual General Meeting in 2017. The Shareholders’ Nomination Board states that Juha Laaksonen from the current members was no longer available as a member to the Board of Directors. The Shareholders’ Nomination Board informs Sponda Plc’s Board of Directors that the proposal requires an amendment to Sponda Plc’s articles of association allowing for the appointment of 5-9 members. The Shareholders’ Nomination Board proposes that Outi Henriksson’s and Juha Metsälä’s term begins upon the registration of the amendment in the Trade Register and that the term of the other members begins at the closing of the 2016 Annual General Meeting.
The Shareholders’ Nomination Board of Sponda Plc proposes to the Annual General Meeting that the remunerations remain unchanged and that the annual remuneration payable to the members of the Board of Directors to be elected at the Annual General Meeting for the term that expires at the closing of the Annual General Meeting in 2017 be EUR 66,000 to the Chairman of the Board, EUR 40,000 to the Vice Chairman of the Board and EUR 33,000 to each of the other members of the Board. In addition, the Nomination Board proposes that the Chairman of the Board be paid a compensation of EUR 1,000 and each of the other Board members be paid a compensation of EUR 600 for the each Board meeting attended. The Nomination Board proposes that the Board members be paid EUR 600 for each committee meeting attended and that the Chairman of the Audit Committee be paid EUR 1,000 for each Audit Committee meeting attended. The Nomination Board proposes that 40% of the fixed annual remuneration be paid in Sponda Plc’s shares purchased from the market. The shares will be purchased within two weeks from the release of Sponda Plc’s interim report for 1 January–31 March 2016. The Nomination Board further proposes that travel expenses be compensated based on the grounds for compensation approved by the Finnish Tax Administration.
Sponda Plc’s Board of Directors will incorporate the proposals into the notice of the Annual General Meeting, which will be published later.
The Nomination Board consisted of the following three largest shareholders on 30 September 2015:
Oy Palsk Ab, Kaj-Gustaf Bergh; Varma Mutual Pension Insurance Company, Pekka Pajamo; and HC Fastigheter Holding Oy Ab, Ole Johansson.
For further information, please contact: Kaj-Gustaf Bergh, Chairman of the Shareholders' Nomination Board, Tel. +358 40 524 7730.
Sponda Plc
Kari Inkinen President and CEO
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 3.2 billion and the leasable area is around 1.2 million m².
