DECISIONS OF THE ASPO ANNUAL SHAREHOLDERS' MEETING
ASPO Plc STOCK EXCHANGE RELEASE, APRIL 7, 2010 at 17:15
The Annual Shareholders' Meeting of Aspo Plc on April 7, 2010, approved the
parent company's and consolidated financial statements and discharged the
members of the Board of Directors and the CEO from the liability for fiscal
2009. The shareholders approved the payment of a dividend totaling EUR 0.42 per
share. The record date will be April 12, 2010, and the dividend will be paid on
April 19, 2010.
Board of Directors and Auditor
The meeting confirmed the number of Board members at six.Matti Arteva, Esa
Karppinen, Roberto Lencioni, Gustav Nyberg, Kristina Pentti-von Walzel and Risto
Salo were re-elected to the Board of Directors. At the Boards' organizing
meeting held after the Annual Shareholders' Meeting, Gustav Nyberg was elected
to carry on as Chairman of the Board and Matti Arteva as Vice-Chairman. At the
meeting the Board also decided to establish an Audit Committee and appointed
Roberto Lencioni Chairman of the committee and its other members Kristina
Pentti-von Walzel and Risto Salo.
The authorized public accounting firm PricewaterhouseCoopers Oy will continue as
company auditor.
Remuneration of Board members
The shareholders approved that EUR 15,500 including fringe benefits be paid as
monthly remuneration to the chairman of the Board of Directors. To the extent
that the chairman during the present term of office receives salary or
remuneration based on the previous CEO agreement, no remuneration shall be paid
for the duties of the chairman. The meeting approved a monthly remuneration of
EUR 3,000 for the Vice-Chairman, and EUR 2,000 per month for other members of
the Board of Directors.
Amendment of the Articles of Association
The shareholders decided to amend the company's Articles of Association in
accordance with the Board of Directors' proposal. The new Articles of
Association can be found as an appendix to this release.
Board's Authorizations
The shareholders authorized the Board to decide on the acquisition of
company-held shares using the unrestricted shareholders' equity of the company.
The authorization covers a maximum of 500,000 own shares. The shares shall be
acquired through public trading, for which reason the shares are acquired
otherwise than in proportion to the holdings of the shareholders and the
consideration paid for the shares shall be the market price of Aspo's share at
the time of repurchase. The authorization does not exclude the Board's right to
resolve on a directed repurchase.
The shares shall be acquired to be used to finance or carry out possible
acquisitions or other arrangements, to balance the financial risk of the
company's share-ownership program or for other purposes determined by the Board.
The Board may not exercise the authorization if after the acquisition the
company or its subsidiary would posses or have as a pledge more than ten (10)
per cent of the company's stock.
Furthermore, the shareholders authorized the Board to decide on a share issue,
through one or several instalments, to be executed by conveying shares held by
the company. An aggregate maximum amount of 1,020,000 shares may be conveyed
based on the authorization. The authorization will be used for the financing or
execution of corporate acquisitions or other transactions, the execution of the
company's share-ownership program or for other purposes determined by the Board.
The authorization includes the right of the Board of Directors to decide on all
the terms and conditions of the conveyance and thus also includes the right to
convey shares otherwise than in proportion to the holdings of the shareholders,
in deviation from the shareholders' pre-emptive right on the conditions provided
by law.
The authorizations are valid until the Annual Shareholders' Meeting in 2011, but
no more than 18 months from the approval at the Shareholders' Meeting.
ASPO Plc
Aki Ojanen
CEO
For more information, please contact
Aki Ojanen, CEO Aspo Plc, at +358 9 521 4010 or +358 400 106 592
aki.ojanen@aspo.fi
Distribution:
NASDAQ OMX Helsinki
Key Media
www.aspo.com
Aspo is a conglomerate that owns and develops businesses in the Baltic Sea
region focusing on demanding B-to-B customers. The aim of our strong corporate
brands - ESL Shipping, Leipurin, Telko and Kaukomarkkinat - is to be the market
leaders in their sectors. They are responsible for their own operations,
customer relationships and the development of these. Together they generate
Aspo's goodwill. Aspo's Group structure and business operations are developed
persistently without any predefined schedules.
APPENDIX
ARTICLES OF ASSOCIATION OF ASPO PLC
I The trade name, domicile, line of business and shares of the company
1 § The trade name of the company is Aspo Oyj, in English Aspo Plc and in
Swedish Aspo Abp. The domicile of the company is Helsinki.
2 § The line of business of the company is to own and control stocks, shares,
securities and other types of assets, control the operations of its subsidiary
companies and other business units, and centrally manage issues relating to the
administration, financing and strategic planning of all companies in the Group,
as well as to plan and implement financially viable new investments. The company
has the right to own and trade real estates and securities, and conduct other
investment activities.
3 § The shares of the company belong to the book-entry system.
II Administrative bodies of the company
4 § The Board of Directors shall consist of no fewer than five (5) and no more
than eight (8) members. The members of the Board elect a chairman and a
vice-chairman from amongst themselves. The term of the Board will expire at the
end of the ordinary annual shareholder's meeting which next follows the
election.
5 § The Board of Directors constitutes a quorum when more than half of its
members are present at the meeting. In the event of a tie, the chairperson of
the meeting shall have the casting vote.
6 § The company is represented by the members of the Board of Directors, two
together, or a Board member with another person authorized by the Board to
represent the company, or the Chief Executive Officer with a member of the Board
of Directors, two together, or with another person authorized by the Board of
Directors to represent the company.
The Board of Directors may authorize other persons specified by name to
represent the company two together, or separately with a member of the Board or
the Chief Executive Officer.
III Annual financial statements and auditors
7 § The company's fiscal year is the calendar year.
8 § The management and accounts of the company are subject to an external audit
by an auditor elected by the Annual Shareholder's Meeting. The auditor shall be
a public accounting corporation approved by the Central Chamber of Commerce of
Finland. The term of office of the auditor shall expire at the termination of
the first Annual Shareholder's Meeting following the election.
IV Annual Shareholder's Meeting
9 § In order to be allowed to speak and vote at the Annual Shareholder's
Meeting, a shareholder must register at the company as indicated in the notice
of the meeting. The period of registration shall not expire earlier than ten
(10) days before the meeting.
10 § Notice of the Annual Shareholders' Meeting shall be published in a stock
exchange release and in newspapers determined by the Board of Directors not
earlier than two months and not later than twenty-one (21) days prior to the
meeting. The notice shall, however, be announced at least nine (9) days prior to
the record date for the shareholders' meeting as referred to in chapter 4,
section 2.2 of the Limited Liability Companies Act.
11 § At the Annual Shareholder's Meeting it must be
presented:
1. the financial statements, and
2. the auditor's report,
resolved:
3. the adoption of financial statements including the Group financial
statements,
4. the measures warranted by the profit shown on the adopted balance sheet,
5. discharging the members of the Board of Directors and the Chief Executive
Officer,
6. the compensation of the members of the Board of Directors and the auditor,
7. the number of members of the Board of Directors,
8. any other business specifically indicated in the notice of the meeting,
elected:
9. new members of the Board of Directors,
10. the auditor.
[HUG#1400896]
