NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO CANADA, JAPAN, OR THE UNITED STATES.

Based on the authorisation granted by Sponda Plc's Extraordinary General Meeting of 25 May 2009, the Board of Directors of Sponda has today, 25 May 2009, decided on a rights offering of EUR 208.2 million (the "Offering").

The Board of Directors of Sponda has resolved to issue a maximum of 166,545,277 new shares (the "Offer Shares") in the Offering in such a manner that the shareholders of Sponda will have a pre-emptive right to subscribe for new shares in proportion to their current shareholding in Sponda.

The subscription price for the Offer Shares will be EUR 1.25 per Offer Share. The subscription period will begin on 2 June 2009 and expire at 5:00 p.m. (Finnish time) on 22 June 2009.

A holder of the existing shares of Sponda, who is registered in Sponda’s shareholders’ register maintained by Euroclear Finland on the record date of 28 May 2009 shall automatically receive one (1) freely transferable right in the form of a book-entry entitling to subscribe for Offer Shares for each existing share of Sponda owned on the record date. Two (2) rights will entitle the holder of the rights to subscribe for three (3) Offer Shares. No fractions of Offer Shares will be allotted. Trading in rights on NASDAQ OMX Helsinki Ltd commences on 2 June 2009 and ends on 12 June 2009. The rights are freely transferable.

Sponda will announce the final results of the Offering in a stock exchange release on or about 25 June 2009.

The full terms and conditions of the Offering are set out in the appendix to this release.

Assuming that all of the Offer Shares are subscribed for in the Offering, the gross proceeds received by Sponda from the Offering will be approximately EUR 208.2 million. Sponda intends to use the full amount of net proceeds from the Offering to repay a portion of its debt.

The largest shareholder of Sponda, Solidium Oy, which holds 34.3 per cent of the shares and voting rights in Sponda before the Offering, has confirmed Sponda that it will subscribe for its pro rata share of the Offer Shares in the Offering. The second largest shareholder of Sponda, Julius Tallberg-Kiinteistöt Oyj, which holds 6.4 per cent of the shares and voting rights in Sponda before the Offering, has confirmed Sponda that it will subscribe for at least 5 per cent of the Offer Shares in the Offering. In addition, the third largest shareholder of Sponda, Ilmarinen Mutual Pension Insurance Company, which holds 4.3 per cent of the shares and voting rights in Sponda before the Offering, has confirmed Sponda that it will subscribe for its pro rata share of the Offer Shares in the Offering.

Danske Markets and UBS Investment Bank are acting as joint global coordinators in the Offering, and have entered into an underwriting agreement with Sponda, pursuant to which they have severally agreed, subject to certain conditions, to procure subscribers or subscribe for any Offer Shares that may remain unsubscribed for in the Offering, excluding the shares that Solidium Oy, Julius Tallberg-Kiinteistöt Oyj and Ilmarinen Mutual Pension Insurance Company have confirmed they will subscribe for.

Helsinki, 25 May 2009

Sponda Plc
Board of Directors

Further information: Kari Inkinen, President and CEO, tel. +358 20 431 3311

This document is an advertisement for the purposes of applicable measures implementing Directive 2003/71/EC (such Directive, together with any applicable implementing measures in the relevant home Member State under such Directive (the "Prospectus Directive"). A prospectus prepared pursuant to the Prospectus Directive will be published in connection with any offering of securities, and will be available at subscription locations in Finland.

The information contained herein is not for release, publication or distribution, directly or indirectly, in or into Canada, Japan, or the United States. The information contained herein does not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. There is no intention to register any portion of the offering in the United States or to conduct a public offering of any securities in the United States.

The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.

This communication does not constitute an offer of securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities. Consequently, this communication is directed only at (i) persons who are outside the United Kingdom, (ii) persons who have professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FP Order") and (iii) high net worth entities falling within Article 49(2) of the FP Order, and other persons to whom it may lawfully be communicated, (all such persons together being referred to as "relevant persons"). Any investment activity to which this communication relates will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented the Prospectus Directive is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive. Copies of this announcement are not being made and may not be distributed or sent into Canada, Japan, or the United States.

The Securities may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly within Australia except pursuant to an exemption from and in compliance with any applicable securities law.

Danske Bank A/S, Helsinki Branch and UBS Limited are acting for Sponda Plc and no one else in connection with the rights offering and will not regard any other person (whether or not a recipient of this release) as a client in relation to the rights offering and will not be responsible to anyone other than Sponda Plc for providing the protections afforded to their respective clients or for providing advice in relation to the rights offering or any matters referred to in this release.

Neither Danske Bank A/S, Helsinki Branch nor UBS Limited accepts any responsibility whatsoever for the contents of this release, and makes no representation or warranty, express or implied, for the contents of this release, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with Sponda or the ordinary shares or the rights offering, and nothing in this release is or shall be relied upon as, a promise or representation in this respect whether as to the past or future. Danske Bank A/S, Helsinki Branch and UBS Limited accordingly disclaim to the fullest extent permitted by law all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this release or any such statement.

APPENDIX Terms and conditions of the Offering

On 25 May 2009, the Extraordinary General Meeting of Sponda authorised the company’s Board of Directors to decide on a new share issue in which the shareholders will have a pre-emptive right to subscribe for new shares in proportion to their current shareholding in the Company. The number of new shares issued based on the authorisation may not exceed 300,000,000 shares. The company’s Board of Directors was authorised to decide upon other terms of the issue. The authorisation includes the right to decide on the offering of the remaining shares, if any, to investors and/or the Joint Global Coordinators.

On 25 May 2009, the Board of Directors of the company resolved, based on the authorisation granted by the Extraordinary General Meeting of the company, to issue a maximum of 166,545,277 new Offer Shares as set forth in these terms and conditions of the Offering.

As a result of the Offering, the total number of the shares may increase from 111,030,185 shares to a maximum of 277,575,462 shares. Assuming that the Offering is fully subscribed for, the Offer Shares represent 150 per cent of the total number of shares outstanding prior the Offering and 60 per cent of the total number of shares outstanding after the Offering.

Subscription right

The Offer Shares will be offered for subscription to the shareholders of the company in proportion to their holding of existing shares.

The record date of the Offering is 28 May 2009.

Each holder of the existing shares, who is registered in the company’s shareholders’ register maintained by Euroclear Finland Ltd on the record date will automatically receive one (1) freely transferable subscription right in the form of a book-entry entitling to subscribe for Offer Shares for each existing share of the company owned on the record date. Two (2) subscription rights will entitle their holder to subscribe for three (3) Offer Shares. No fractions of the Offer Shares will be allotted.

The subscription rights will be subject to public trading on the NASDAQ OMX Helsinki Ltd ("Helsinki Stock Exchange") from 2 June 2009 to 12 June 2009.

The Board of Directors of the company will decide to offer the Offer Shares, which have not been subscribed for pursuant to the subscription rights, in a secondary offering, as determined by the Board of Directors, to subscribers who have subscribed for the Offer Shares without subscription rights, subscribers procured by the joint global coordinators, or, failing which, to the joint global coordinators. See below "—Subscription for and Allotment of Offers Shares without Rights".

The largest shareholder of the company is Solidium Oy, a company which is 100 per cent owned by the State of Finland, which holds 34.3 per cent of the shares outstanding and the related voting rights before the Offering. After the completion of the Offering, Solidium Oy will remain the largest shareholder of the company with a share of 34.3 per cent of the shares and the related voting rights, provided that the Offering is fully subscribed for and that Solidium Oy uses all of its subscription rights. Solidium has confirmed that it will subscribe for its pro rata share of the Offer Shares in the Offering. The second largest shareholder of the company is Julius Tallberg-Kiinteistöt Oy, which holds 6.4 per cent of the shares outstanding and the related voting rights before the Offering. After the completion of the Offering, Julius Tallberg-Kiinteistöt Oy will continue to hold 6.4 per cent of the ahares and the related voting rights, provided that the Offering is fully subscribed for and that Julius Tallberg-Kiinteistöt Oy uses all of its subscription rights. Julius Tallberg-Kiinteistöt Oy has also confirmed that it will subscribe for at least 5 per cent of the Offer Shares in the Offering. The third largest shareholder of the company is Ilmarinen Mutual Pension Fund ("Ilmarinen"), which holds 4.3 per cent of the shares outstanding and the related voting rights before the Offering. After the completion of the Offering, Ilmarinen will continue to hold 4.3 per cent of the shares and the related voting rights, provided that the Offering is fully subscribed for and that Ilmarinen uses all of its subscription rights. Ilmarinen has also confirmed that it will subscribe for its pro rata share of the Offer Shares in the Offering.

The joint global coordinators have made with the company an agreement according to which the joint global coordinators have separately agreed, subject to certain conditions, to procure subscribers for any Offer Shares that may remain unsubscribed for in the Offering, excluding the Offer Shares that Solidium Oy, Julius Tallberg-Kiinteistöt Oyand Ilmarinen have confirmed they will subscribe for, or, to subscribe for such Offer Shares.

See below "Arrangements with the Joint Global Coordinators, Plan of Distribution and Admission to Trading".

The subscription price is EUR 1.25 per Offer Share.

The subscription price shall be entered into the invested unrestricted equity reserve of the company.

The subscription period will commence on 2 June 2009 and expire at 5:00 p.m. Finnish time on 22 June 2009. The subscription places will accept subscription assignments during their normal business hours.

Subscriptions can be made at Sampo Bank plc’s offices, the offices of Sampo Bank Private Banking and through Sampo Bank’s Customer Service (telephone + 358 (0)10 546 3159, Monday to Friday from 9 a.m. to 6 p.m.). A subscription order made through Sampo Bank plc’s Customer Service requires that the subscriber has a valid contract regarding bank identifiers with Sampo Bank.

In addition, subscriptions may be submitted to the account operators and custodians who have entered into an agreement with Sampo Bank plc on reception of subscriptions. Places of subscription and account operators may request submission of a subscription order already at a certain date before the public trading with the subscription rights expires.

A shareholder may participate in the Offering by subscribing for the Offer Shares by using the subscription rights on the shareholder’s book-entry account and by paying the subscription price. In order to participate in the Offering, a shareholder must give a subscription assignment in accordance with the instructions provided by the shareholder’s own book-entry account operator. If the shareholder’s own account operator does not provide instructions in relation to the subscription, the shareholder should contact Sampo Bank plc.

Shareholders and other investors participating in the Offering, whose existing shares or subscription rights are held through a nominee, must submit their subscription assignments in accordance with the instructions given by their nominee.

Subscriptions made pursuant to the subscription rights are irrevocable and may not be modified or cancelled otherwise than as set forth below in section "—Cancellation of Subscription under Certain Circumstances".

Any unexercised subscription rights will expire at the end of the subscription period on 22 June 2009, at the latest.

Subscription for the Offer Shares without the subscription rights shall be made by an investor by submitting a subscription order and by simultaneously paying the subscription price in accordance with the instructions from his or her account operator, or, in case of nominee-registered holders, in accordance with instructions by the nominee. In case an investor does not receive any instructions, the investor shall contact Sampo Bank (see above "–Places of Subscription") to give an order for subscription. Subscription orders will be combined into one subscription order per book-entry account, if several subscription orders related to a single book-entry account are submitted. The subscription order and payment shall be received by the place of subscription or the account operator on 22 June 2009, at the latest, or on an earlier date in accordance with instructions by the account operator.

Where all the Offer Shares have not been subscribed for pursuant to the subscription rights, the Board of Directors of the company shall determine the allocation of Offer Shares subscribed for without the subscription rights in such a manner that allocation:

The Company will send a notification on the approval or rejection of the subscriptions to all persons that have given a subscription order.

Investors, who have subscribed for and/or have submitted their subscription orders for the Offer Shares, are entitled to cancel their subscriptions according to the Finnish Securities Market Act in the event that the offering circular is supplemented due to an error or omission in the offering circular which could be of material importance to investors. The cancellation right may only be used if the investor has subscribed for and/or in the subscription order undertaken to subscribe for the Offer Shares prior to the publication of the supplement to the offering circular and that the supplement is published between the time the offering circular was approved by the FIN-FSA and the time when trading with the interim shares representing the Offer Shares begins. The procedure regarding the cancellation of the subscriptions will be announced together with any such supplement to the offering circular through a stock exchange release.

Holders of subscription rights may sell their subscription rights on the market at any time prior to the end of the public trading of the subscription rights. Public trading of the subscription rights on the Helsinki Stock Exchange commences on 2 June 2009 and expires on 12 June 2009. The price of the subscription rights on the Helsinki Stock Exchange will be determined in market trading. The subscription rights may be transferred by their holders by giving sell or purchase orders to the holder’s own account operator or through any securities broker.

The trading symbol of the subscription rights is "SDA1VU0109" and the ISIN code is FI0009503122.

The subscription price of the Offer Shares subscribed for in the Offering shall be paid in full at the time of submission of the subscription order in accordance with the instructions given by the subscription place or the account operator. If the Offer Shares subscribed for without the subscription rights are not allocated in accordance with the amount set out in the subscription order, the paid subscription price representing the Offer Shares that were not received will be refunded on or about 29 June 2009. No interest will be paid on the refunded amount.

The Board of Directors of the company will approve all subscriptions pursuant to the subscription rights made in accordance with these terms and conditions of the Offering and applicable laws and regulations. Subscriptions without the subscription rights will be approved according to the principles set forth above in section "—Subscription for and allotment of Offer Shares without subscription rights".

The company will publish the final results of the Offering in a stock exchange release on or about 25 June 2009.

The Offer Shares subscribed for in the Offering will be issued in book-entry form in the book-entry securities system maintained by Euroclear Finland Ltd The Offer Shares subscribed for pursuant to the exercise of the subscription rights will be recorded on the subscriber’s book-entry account as interim shares representing the Offer Shares (ISIN code FI0009016299, trading under the symbol "SDA1VN0109") after the subscription has been effected. Trading with such interim shares, as a separate class of securities, will commence on the first trading day following the expiration of the subscription period on or about 23 June 2009.

The interim shares will be combined with the Company’s existing class of shares (ISIN code FI0009006829, trading under the symbol "SDA1V") when the Offer Shares have been registered with the Trade Register. Such combination is expected to occur on or about 30 June 2009. The Offer Shares are freely transferable. The trading in the Offer Shares on the Helsinki Stock Exchange is expected to commence on or about 30 June 2009.

The Offer Shares will entitle their holders to full dividends declared by the company, if any, and to other shareholder rights in the company after the Offer Shares have been registered with the Trade Register, on or about 30 June 2009.

No transfer tax or service fee is payable on the subscription of the Offer Shares. Account operators and securities brokers who exercise assignments regarding the subscription rights may charge a brokerage fee for these assignments in accordance with their own price lists. Account operators also charge a fee for the maintenance of the book-entry account and the deposit of shares.

The documents referred to in Chapter 5, Section 21 of the Finnish Companies Act, are available for review at the head office of the Company at the address: Korkeavuorenkatu 45, FI-00130 Helsinki, Finland.

The Offering shall be governed by the laws of Finland. Any disputes arising in connection with the Offering shall be settled by the court of competent jurisdiction in Finland.

The Board of Directors will resolve any other issues and practical matters relating to the issue of the Offer Shares and the Offering.