1. Reduction of the share capital by annulling the Company’s own shares
The EGM decided to annul the 1,273,200 Sponda Plc shares acquired by the Company in public trading before 22 November 2000 and to reduce the share capital by an amount equal to the aggregate nominal value of the annulled shares, i.e. by FIM 6,366,000. The reason for reduc-ing the share capital is to annul the Sponda Plc shares held by the Company. The reduction in share capital will take place in accor-dance with the provisions of Chapter 6 of the Finnish Companies Act by transferring the amount equal to the aggregate nominal value of the annulled shares, FIM 6,366,000, to the share premium account, which is the Company’s restricted shareholders’ equity. The reduc-tion in share capital will not affect the distribution of the Com-pany’s shares or votes since the shares to be annulled are held by the Company. The conversion ratio of the convertible bond loan ap-proved by the Annual General Meeting on 27 March 2000 will not be changed by the reduction in share capital.
2. Increase in share capital through a privileged rights issue
The EGM decided to raise the share capital through a privileged rights issue totalling FIM 22,105,565 by issuing 4,421,113 new shares with a nominal value of FIM 5 per share. The shares will be offered for subscription as follows: 1,482,223 to Sampo Life Assur-ance Company, 196,667 to Insurance Company ST International, and 2,742,223 to Kesko Oyj disapplying shareholders’ pre-emptive rights. The Company has substantial grounds for disapplying shareholders’ pre-emptive rights because the proceeds of the privileged rights is-sue will be used to finance the acquisition of 22,105,567 shares in Castrum Oyj. The shares will be subscribed in exchange for consid-eration in kind, payment being five existing Castrum Oyj shares in exchange for one new Sponda Plc share. The shares will subscribed and paid for between 14 and 15 December 2000. The new shares will carry full dividend rights for the financial year 2000.
3. Authorization to purchase Company shares
3.1 The EGM cancelled the authorization granted to the Board of Directors by the AGM on 27.3.2000 to purchase the Company’s own shares and authorized the Board to purchase at most 3,000,000 of the Company’s own shares using distributable funds provided that after the purchase the aggregate nominal value of the shares owned by the Company and its subsidiary companies, or the voting rights carried by these shares, may not exceed five (5) percent of the Company’s total share capital or the voting rights carried by all the shares.
3.2 The shares may be purchased otherwise than in proportion to shareholders’ existing holdings in public trading on the Helsinki Exchanges.
3.3 The shares may be purchased for use by the Company as consid-eration when the Company acquire assets related to its business operations and also as consideration in possible corporate acqui-sitions in the manner and to the extent determined by the Board, or for the purpose of surrendering the shares in public trading on the Helsinki Exchanges, or for the purpose of annulment, or if in the light of the Company’s key indicators the Board considers that it is in shareholders’ interests, or if the Board otherwise considers that purchasing the Company’s own shares constitutes a financially sound method of disposing of the Company’s liquid re-serves.
3.4 The shares will be purchased at the market price formed dur-ing public trading and prevailing at the time of purchase. The purchase price of the shares will be paid to the sellers within the payment period stipulated by the guidelines of the Helsinki Exchanges and the regulations of the Finnish Central Securities Depository.
3.5 The purchase of the Company’s own shares will reduce the Com-pany’s distributable non-restricted shareholders’ equity.
3.6 Since the total number of shares that may be purchased may not exceed 5 % of the Company’s total number of shares and the total number of voting rights carried by these shares, the pur-chase of the Company’s own shares will have no significant impact on the distribution of ownership or voting rights in the Company.
3.7 The authorization will remain in effect for one year from the decision of the EGM. Any subsequent decision by the Board within the limits of its authorization to purchase the Company’s own shares will be published separately.
4. Authorization to surrender own shares
4.1 The EGM cancelled the authorization granted to the Board of Directors by the AGM on 27.3.2000 to surrender the Company’s own shares and authorized the Board to surrender at most 3,000,000 of the Company’s own shares purchased by the Company.
4.2 The Board was authorized to decide to whom and in what order the Company’s own shares will be surrendered.
4.3 The Board was authorized to decide to surrender the Company’s own shares otherwise than in proportion to the pre-emptive rights of shareholders to acquire the Company’s shares. The shares may not be surrendered in order to benefit a member of the Company’s inner circle.
4.4 The shares may be surrendered as consideration when the Com-pany acquires assets related to its business operations and as consideration in possible corporate acquisitions in the manner and to the extent decided by the Board.
4.5 The shares will be surrendered at their market value prevail-ing at the time of surrender.
4.6 The Board will decide on the other terms and conditions per-taining to the surrender of the Company’s own shares.
4.7 The authorization will be in effect for one year from the date of the EGM.