ASPO PLC STOCK EXCHANGE RELEASE 20 November 2014 at 01.35
INVITATION TO THE EXTRAORDINARY SHAREHOLDERS' MEETING
The shareholders of Aspo Plc are invited to attend the Extraordinary Shareholders' Meeting to be held on Thursday, 11 December 2014, at 10.00 a.m. at the Stock Exchange Building at Fabianinkatu 14, FI-00100 Helsinki, Finland. Reception of registered participants will start at the venue of the meeting at 9.00 a.m.
Matters on the agenda of the Shareholders' Meeting
- Opening of the meeting
- Calling the meeting to order
- Election of persons to confirm the minutes and to supervise the counting of votes
- Recording the legality of the meeting
- Recording the attendance at the meeting and adopting the list of votes
- Authorisation of the Board of Directors to pay an extra dividend
Background
Aspo Plc's aim is the initial public offering of Leipurin Plc (Leipurin) including the share issue of Leipurin and the sale of Leipurin's shares (together, the offering). In connection with the offering, Aspo Plc intends to distribute Leipurin's shares as dividends to Aspo Plc's shareholders. Aspo Plc will remain a minority shareholder of Leipurin.
The Board of Directors proposes the following authorisation regarding the payment of an extra dividend.
Authorisation
According to the audited financial statements of 31 December 2013, the company's distributable funds are EUR 37.673 million of which the result for the financial period of 2013 is EUR 14.152 million, retained earnings EUR 7.041 million, and the reserve for invested unrestricted equity EUR 16.480 million.
The Annual Shareholders' Meeting of the company decided on 3 April 2014 to pay a dividend of EUR 0.21 per share. The company's distributable funds reduced by the payment of dividend were EUR 31.203 million.
The Board of Directors proposes authorising it to pay, at its discretion, a maximum dividend of EUR 0.25 per share to the shareholders in Leipurin's shares held by Aspo, in cash or a combination of these two, in one or more instalments (later also collectively, the "Extra Dividend"). However, dividend is not paid on own shares held by the company or its subsidiary.
Within the above limits, the Board of Directors is authorised to decide on the payment of the Extra Dividend to the same extent and within the same limits as the Shareholders' Meeting, and to decide on the detailed terms and conditions and procedures related to the Extra Dividend. The authorisation described above shall be valid until 31 January 2015.
7. Closing of the meeting
SHAREHOLDERS' MEETING DOCUMENTS
This invitation to the meeting, including the above-mentioned proposal of the Board of Directors as well as the documents required by the Finnish Limited Liability Companies Act, will be on view on Aspo Plc's website at www.aspo.fi on 20 November 2014 at the latest. These documents will also be available at the Shareholders' Meeting and copies of them will be sent to shareholders upon request.
INSTRUCTIONS FOR PARTICIPANTS TO THE MEETING
The right to participate and registration
The right to attend to the Shareholders' Meeting is restricted to those shareholders who, on 1 December 2014, are recorded as shareholders in the company's shareholder register held by Euroclear Finland Ltd. Shareholders whose shares have been entered into their personal Finnish book-entry account are registered into the company's shareholder register. Changes that take place in shareholdings after the record date set for the Shareholders' Meeting will not affect shareholders' right to attend the Shareholders' Meeting or exercise their voting rights.
Shareholders wishing to attend the Shareholders' Meeting must notify the company on Monday, 8 December 2014, by 1.00 p.m. at the latest either
- through Aspo's website www.aspo.com
- by email to ilmoittautuminen@aspo.com
- by telephone to +358 9 521 4100
- by telefax to +358 9 521 4999 or
- in writing to the address: Aspo Plc, P.O. Box 70, FI-00501 Helsinki, Finland
In connection with the registration, shareholders shall give their name, personal ID, telephone number, and the name of a possible accompanying assistant or proxy representative and the personal ID of a proxy representative. The personal information is used only in connection with the Shareholders' Meeting and with the processing of thereto related registrations.
Shareholders attending the Shareholders' Meeting have the right to request information with respect to the matters to be considered at the meeting in accordance with Chapter 5, section 25 of the Finnish Limited Liability Companies Act.
Proxy representative and power of attorney
Shareholders may participate in the Shareholders' Meeting and exercise their rights at the meeting by way of proxy representation.
Proxy representatives shall present a dated proxy document or otherwise in a reliable manner present their right to represent the shareholder at the Shareholders' Meeting. When shareholders participate in the Shareholders' Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares represented by each proxy representative shall be identified in connection with the registration for the Shareholders' Meeting.
Possible proxy documents should be delivered in originals to Aspo Plc, P.O. Box 70, FI-00501 Helsinki, Finland, before the last date for registration.
Holders of a nominee registered share
Holders of nominee registered shares are advised to request without delay necessary instructions regarding the registration in the shareholders' register of the company, the issuing of proxy documents and registration for the Shareholders' Meeting from their custodian bank. The account management organisation of the custodian bank will register holders of nominee registered shares, who want to participate in the Extraordinary Shareholders' Meeting, to be temporarily entered into the shareholders' register of the company on 8 December 2014 by 10.00 a.m. at the latest. With respect to nominee registered shares the temporary entry into the shareholders' register is considered as registration for the Shareholders' Meeting.
Other information
Aspo Plc has on the date of this invitation to the Shareholders' Meeting, on 19 November 2014, a total of 30,975,524 shares and votes.
Helsinki, 19 November 2014
ASPO PLC
Board of Directors
Further information:
Aki Ojanen, CEO Aspo Plc, +358 9 5211, +358 400 106 592
aki.ojanen(a)aspo.com
Aspo is a conglomerate that owns and develops business operations in northern Europe and growth markets, focusing on demanding B-to-B customers. Our strong company brands - ESL Shipping, Leipurin, Telko and Kaukomarkkinat - aim 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 continually developed without any predefined schedules.
DISTRIBUTION:
Nasdaq Helsinki
Key media
www.aspo.com