Resolutions of Sponda Plc’s Annual General Meeting and the Board of Directors
Sponda Plc
Stock Exchange Release
16 March 2015, 4:30 p.m.
Resolutions of Sponda Plc’s Annual General Meeting and the Board of Directors
1. Matters pertaining to the Annual General Meeting
The Annual General Meeting of Sponda Plc was held in Helsinki on Monday, 16 March 2015. The meeting adopted the financial statements for the financial year 2014 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 2014 in accordance with the proposal of the Board of Directors. The dividend record date will be 18 March 2015 and the dividends will be paid on 25 March 2015.
The number of the members of the Board of Directors was confirmed as seven (7) ordinary members. The current members of the Board of Directors Kaj-Gustaf Bergh, Christian Elfving, Paul Hartwall, Juha Laaksonen, Leena Laitinen, Arja Talma and Raimo Valo were re-elected to the Board of Directors for the term until the close of the Annual General Meeting in 2016.
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 2015 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. 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 the firm of authorized public accountants 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 in accordance with their invoice.
2. 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 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 public trading organized by NASDAQ OMX 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 19 March 2014.
3. 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 may 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 19 March
2014.
4. 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 Juha Laaksonen 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 as a member.
The Board of Directors evaluated that Arja Talma, Leena Laitinen, Juha Laaksonen 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, 16 March 2015
Sponda Plc
The Board of Directors
Additional information: Leena Rentola, Legal Counsel, tel. +358 20 431 3488
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 1.2 million m².