Resolutions of Sponda Plc’s Annual General Meeting and the Board of Directors and Dividend Payment Plan for Year 2016
Sponda Plc Stock Exchange Release 21 March 2016, 3:50 p.m.
Resolutions of Sponda Plc’s Annual General Meeting and the Board of Directors and Dividend Payment Plan for Year 2016
1. Matters pertaining to the Annual General Meeting
The Annual General Meeting of Sponda Plc was held in Helsinki on Monday, 21 March 2016. The meeting adopted the financial statements for the financial year 2015 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 0.19 per share from the financial year 2015 in accordance with the proposal of the Board of Directors. The dividend record date will be 23 March 2016 and the dividends will be paid on 1 April 2016.
The General Meeting further authorized 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 2015 in accordance with the Proposal of the Board of Directors. 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 in force until the beginning of the next Annual General Meeting.
The number of the members of the Board of Directors was confirmed as eight (8) ordinary members. The current members of the Board of Directors Kaj-Gustaf Bergh, Christian Elfving, Paul Hartwall, Leena Laitinen, Arja Talma and Raimo Valo were re-elected and Outi Henriksson and Juha Metsälä were elected as new members of the Board of Directors for the term that expires at the closing of the Annual General Meeting in 2017. Outi Henriksson’s and Juha Metsälä’s terms will begin upon the registration of the amendment of the provision of the Articles of Association of the company regarding the Board of Directors in the Trade Register and the terms of the other members began at the closing of the Annual General Meeting.
The Annual General Meeting confirmed that the remuneration of the chairman of the Board is EUR 66,000 per year, the deputy chairman of the Board EUR 40,000 per year, and the other members of the Board EUR 33,000 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 2016 of Sponda Plc. It was further confirmed that the Chairman of the Board shall be paid a compensation of EUR 1,000 and each of 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. It was further resolved that travel expenses shall be compensated based on the grounds for compensation approved by the Finnish Tax Administration.
APA Esa Kailiala and audit firm KPMG Oy Ab, with APA Lasse Holopainen as responsible auditor, were appointed as the auditors and APA Petri Kettunen 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 according to the auditors’ approved invoices.
2. Amendment of the Articles of Association
The provision of the Articles of Association regarding the Board of Directors was amended to read as follows in accordance with the proposal of the Board of Directors:
4 § Board of Directors
The Company has a Board of Directors, which is composed of five to nine (5-9) ordinary members.
The term of office of the members of the Board of Directors shall expire at the end of the first Annual General Meeting following the election.
3. Authorization of the Board of Directors to decide on the repurchase of the company’s own shares
The Annual General Meeting 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 in accordance with the proposal of the Board of Directors. A maximum of 14,150,000 shares can be repurchased in one or several tranches. The 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 shall 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 was authorized to decide on other terms for the repurchase of the company’s own shares.
The authorization is in force until the next Annual General Meeting. The authorization replaced the Annual General Meeting’s authorization for the repurchase of the company’s own shares of 16 March 2015.
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 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 also authorized 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 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 was authorized to decide on other terms of the share issue and the issuance of special rights.
The authorization is in force until the next Annual General Meeting. The authorization replaced the Annual General Meeting’s authorization to decide on a share issue and issuance of special rights entitling to shares of 16 March 2015, but it did not replace the authorization regarding a rights offering decided in the
Extraordinary General Meeting on 29 February 2016.
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 chairman, Raimo Valo as deputy chairman and Paul Hartwall and Outi Henriksson as members.
The following persons were elected as members of the Structure and Remuneration
Committee: Kaj-Gustaf Bergh as chairman, Christian Elfving as deputy chairman and Leena Laitinen and Juha Metsälä as members.
The Board of Directors evaluated that Arja Talma, Outi Henriksson, Leena Laitinen, Juha Metsälä 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.
On the basis of the dividend payment authorization granted to the Board of Directors by the General Meeting of 21 March 2016, the Board of Directors has in its constitutive meeting decided on the following plan: the planned dividend payment dates for the dividends to be possibly paid on the basis of the authorization are 15 August 2016 and 8 December 2016. The Board of Directors will make the actual decisions on the payment of dividends, including the dividend payment dates and the record dates and on other measures related to the payment of dividends separately at a later date, in which connection the Board of Directors will assess the company’s liquidity and financial position as required by the Companies Act. The company will publish said decisions of the Board of Directors separately.
Helsinki, 21 March 2016
SPONDA PLC
The Board of Directors
Additional 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 3.7 billion and the leasable area is around 1.2 million m².