Notice to Sponda Plc’s Extraordinary General Meeting
Stock Exchange Release
4.2.2016, 08:31 a.m.
Notice to Sponda Plc’s Extraordinary General Meeting
Notice is given to the shareholders of Sponda Plc to the Extraordinary General Meeting to be held on Monday 29 February 2016 at 11:00 am 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 10:00 am.
A. Matters on the agenda of the General Meeting
At the 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. Authorizing the Board of Directors to decide on a Rights Offering
The Board of Directors proposes to the Extraordinary General Meeting that the General Meeting authorize the Board of Directors to decide on issuing new shares through a rights offering whereby the shareholders have the right to subscribe for the new shares in proportion to their current shareholdings in the company.
Sponda Plc has on 4 February 2016 signed agreements with Forum Fastighets Kb and Föreningen Konstsamfundet r.f. regarding the purchase of shares in Ab Mercator Oy, which owns six real estate properties, and shares in Ab Forum Capita Oy, which manages the real estate properties. Funds received by the company based on a possible share issue decision made by virtue of this authorization may be used, e.g for the partial funding of this acquisition. The completion of the acquisition is not conditional on the completion of the share issue.
The Board of Directors proposes that the aggregate number of new shares issued on the basis of the authorization may not exceed 80,000,000 shares, corresponding to approximately 28.26 % of all the existing shares in the Company. The issuance of shares will be carried out in accordance with the shareholders’ pre-emptive rights, i.e. the new shares will be offered to the shareholders for subscription in proportion to the shareholders’ existing holdings. The Board of Directors decides on all other terms and conditions of the issuance of shares, including allocation of the shares between shareholders in a potential secondary offering.
The authorization is proposed to be in force until 31 August 2016. The Board of Directors proposes that this authorization will not replace the authorization given to the Board of Directors to decide on a share issue in the Annual General Meeting held on 16 March 2015.
7. 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/EGM2016. Other documents of the General Meeting required by the Companies Act are available on the above-mentioned website as of 8 February 2016 at the latest. The proposals for decisions and the documents required by the Companies Act 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 14 March 2016 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 17 February 2016 in the shareholders’ register of the company held by Euroclear Finland Ltd has the right to participate in the Extraordinary 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 24 February 2016 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/EGM2016;
b) by telephone, +358 (0)20 7765 432 or +358 (0)20 7765 454, weekdays Mon-Fri between 9:00 am and 4:00 pm;
c) by email to firstname.lastname@example.org;
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 Extraordinary 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 17 February 2016, 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 24 February 2016 at 10 am. As regards nominee registered shares this constitutes due registration for the General Meeting.
A holder of nominee registered shares is advised to request without delay 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 Extraordinary 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 Extraordinary 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, 4 February 2016, the total number of shares in Sponda Plc and votes represented by such shares is 283,075,462.
The participants to the meeting are welcome to have coffee and confectionery after the meeting.
In Helsinki, 4 February 2016
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 3.1 billion and the leasable area is around 1.1 million m².