Sponda Plc Stock Exchange Release 3 February 2017 at 8:32 a.m.
Notice to Sponda Plc's Annual General Meeting
Notice is given to the shareholders of Sponda Plc to the Annual General Meeting to be held on Monday 20 March 2017 at 2:00 pm Finnish time in the Helsinki Hall of the Finlandia Hall, Mannerheimintie 13 e, Helsinki (entrance from doors M4 and K4). The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 1:00 pm.
A. Matters on the agenda of the Annual General Meeting At the Annual General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the annual accounts, the report of the Board of Directors and the auditor's report for the year 2016
- Review by the CEO
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes to the General Meeting that a dividend of EUR 0.08 per share shall be paid for the financial year 2016. The authorization to decide on the payment of dividend granted to the Board of Directors by the Annual General Meeting of 2016 and the dividends already paid under the authorization have been taken into account in the Board of Directors' proposal. The dividends will be paid to shareholders who are entered into Sponda Plc's shareholder register maintained by Euroclear Finland Ltd on the dividend record date 22 March 2017. The Board of Directors proposes that the dividends shall be paid on 29 March 2017.
9. Authorization of the Board of Directors to decide on the payment of dividend
The Board of Directors proposes to the General Meeting that dividend could be paid in such a way that, in addition to the dividend resolved in the Annual General Meeting, the Annual General Meeting would authorize the Board of Directors to decide, at its discretion, on the payment of dividend in no more than two tranches before the next Annual General Meeting. To make this possible, the Board of Directors proposes that the General Meeting grant the Board of Directors the following authorization:
The Board of Directors proposes to the General Meeting that the General Meeting authorize the Board of Directors to decide, at its discretion, on the payment of dividend in no more than two tranches based on the annual accounts adopted for the financial year 2016. The maximum amount of dividend to be distributed based on the authorization is EUR 0.12 per share. Based on this authorization, the Board of Directors is entitled to decide on the dividend record date, dividend payment date and other measures required by the matter. When deciding on the possible payment of dividend, the Board of Directors shall assess the company's liquidity and financial position as required by the Companies Act. The authorization is proposed to be in force until the beginning of the next Annual General Meeting.
10. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
11. Resolution on the remuneration of the members of the Board of Directors and on the grounds for compensation for travel expenses
Shareholders' Nomination Board proposes to the General Meeting that the annual remuneration payable to the members of the Board of Directors to be elected at the General Meeting for the term that expires at the closing of the Annual General Meeting in 2018 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 2017. The Nomination Board further proposes that travel expenses be compensated based on the grounds for compensation approved by the Finnish Tax Administration.
12. Resolution on the number of members of the Board of Directors
Shareholders' Nomination Board proposes to the General Meeting that the number of the members of the Board of Directors be confirmed as seven (7) ordinary members.
13. Election of members of the Board of Directors
Shareholders' Nomination Board proposes to the General Meeting that the current members of the Board of Directors Kaj-Gustaf Bergh, Christian Elfving, Paul Hartwall, Outi Henriksson, Leena Laitinen, Juha Metsälä and Raimo Valo be re-elected as members of the Board of Directors for the term that expires at the closing of the Annual General Meeting in 2018.
14. Resolution on the remuneration of the auditors
The Board of Directors proposes to the General Meeting, in accordance with the recommendation of the Board's Audit Committee, that the auditors be remunerated according to the auditors' approved invoices.
15. Election of the auditors and the deputy auditor
The Board of Directors proposes to the General Meeting, in accordance with the recommendation of the Board's Audit Committee, that APA Esa Kailiala and audit firm KPMG Oy Ab, which has stated that APA Lasse Holopainen will act as responsible auditor, be appointed as auditors and APA Petri Kettunen be appointed as deputy auditor.
16. Authorizing the Board of Directors to decide on the repurchase of the company's own shares
The Board of Directors proposes to the General Meeting that the General Meeting authorize the Board to decide on the repurchase of the company's own shares using the funds in the company's unrestricted equity. A maximum of 16,950,000 shares can be repurchased in one or several tranches. The proposed maximum number of the authorization corresponds to approximately 5 per cent of all the current shares of the company.
The shares are to be repurchased in trading at the regulated market in the Helsinki Stock Exchange 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 trading organized by Nasdaq 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 correspond to the lowest trading price quoted for the share in trading in the Helsinki Stock Exchange's stock exchange list within the validity period of this authorization 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 relating to 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 21 March 2016.
17. Authorizing of the Board of Directors to decide on the issuance of shares and the issuance of special rights entitling to shares
The Board of Directors proposes to the General Meeting that the General Meeting authorize the Board 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 also authorized to decide on a directed share issue in deviation from the shareholders' pre-emptive rights and on the granting of special rights in accordance with the conditions mentioned in the Companies Act.
Based on the authorization, a maximum of 33,900,000 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 restructurings, 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 relating to 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 21 March 2016.
18. Resolution on the amendment of the Rules of Procedure of the Shareholders' Nomination Board
The Board of Directors proposes to the General Meeting that the Rules of Procedure of the Shareholders' Nomination Board shall be amended. The principal contents of the amendment of the Rules of Procedure of the Shareholders' Nomination Board are as follows:
The right to appoint members to the Shareholders' Nomination Board shall be determined based on holdings on 31 August in the calendar year preceding the Annual General Meeting. The term of office of a member shall begin with the appointment of that member to the Shareholders' Nomination Board and end annually after the appointment of the new Shareholders' Nomination Board.
The proposed amended Rules of Procedure of the Shareholders' Nomination Board are available on Sponda Plc's website at http://investors.sponda.fi/AGM2017.
19. Closing of the meeting
B. Documents of the General Meeting
The aforementioned proposals on the matters on the agenda of the General Meeting as well as this notice to the General Meeting are available on Sponda Plc's website at http://investors.sponda.fi/AGM2017. The annual accounts, the report of the Board of Directors and the auditors' report of Sponda Plc are available on the above-mentioned website as of 27 February 2017 at the latest. The proposals for decisions and the other above-mentioned documents are also available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the above-mentioned website as of 3 April 2017 at the latest.
C. Instructions for the participants in the General Meeting
1. Shareholders registered in the shareholders' register
Each shareholder, who is registered on 8 March 2017 in the shareholders' register of the company held by Euroclear Finland Ltd, has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders' register of the company.
A shareholder, who is registered in the shareholders' register of the company and who wishes to participate in the General Meeting, shall register for the meeting no later than on 15 March 2017 at 4:00 pm by which time the registration shall be received by the company. Shareholders can register for the meeting by one of the following means:
a) on the company's website http://investors.sponda.fi/AGM2017; b) by telephone, +358 (0)20 7765 432 or +358 (0)20 7765 326, weekdays Mon-Fri between 9:00 am and 4:00 pm; c) by email to ilmoittautuminen.sponda@castren.fi; d) by telefax, +358 (0)20 7765 001 / Registration Sponda; or e) by regular mail to Castrén & Snellman Attorneys Ltd, Registration Sponda, PO Box 233, 00131 Helsinki, Finland.
In connection with the registration, a shareholder shall notify his/her name, personal identification number or business identity code, address, telephone number, as well as the name of a possible assistant or proxy representative and the personal identification number of the proxy representative. The personal data given to Sponda Plc is used only in connection with the Annual General Meeting and with the processing of related registrations.
By request, a shareholder, his/her representative or proxy representative must be able to evidence his/her identity and/or representation right at the meeting venue.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares, based on which he/she on the record date of the General Meeting, i.e. on 8 March 2017, would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Ltd. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders' register held by Euroclear Finland Ltd at the latest by 15 March 2017 at 10:00 am. As regards nominee registered shares this constitutes due registration for the General Meeting.
A holder of nominee registered shares is advised to request well in advance the necessary instructions regarding the registration in the temporary shareholders' register of the company, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank. The account operator of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, temporarily into the shareholders' register of the company at the latest by the time stated above.
3. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting. In the event that a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares at different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.
Possible proxy documents and powers of attorney are requested to be delivered in originals to Castrén & Snellman Attorneys Ltd, Registration Sponda, PO Box 233, 00131 Helsinki, Finland before the end of the last date for registration.
4. Other instructions and information
Pursuant to Chapter 5, section 25 of the Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the meeting.
On the date of this notice to the General Meeting, 3 February 2017, the total number of shares in Sponda Plc and votes represented by such shares is 339,690,554.
The participants to the meeting are welcome to have coffee and confectionery after the meeting.
In Helsinki, 3 February 2017
Sponda Plc Board of Directors
Further information: Tuula Kunnas, Chief Legal Counsel, tel. +358 20 431 3384
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 3.8 billion and the leasable area is around 1.2 million m².
