The shareholders of Aspo Plc are invited to attend the Annual Shareholders' Meeting to be held on Thursday, 25 April 2002 at 2.00 PM at the Aspo Building, Suolakivenkatu 1, FIN-00810 Helsinki, Finland.
At the Shareholders' Meeting the following matters will be addressed:
1. The issues to be addressed at the Annual Shareholders' Meeting according to the Article 15 of the Articles of Association
2. Share issue authorization proposal
The Board of Directors will propose that the shareholders authorize the Board to make decisions to raise the company's share capital through new share issues and/or convertible bond and/or stock option issues as follows:
- The shareholders will authorize the Board to decide on an increase in share capital using one or several new share issues and/or convertible bond and/or stock option issues. In connection with these issues the company's share capital can be increased by a maximum of EUR 3,420,000.
- The Board further proposes that this authorization include a provision allowing for the suspension of the shareholders' pre-emptive rights for new shares, provided that there are sound financial reasons for the company to engage in this deviation, such as the strengthening of the company's capital structure, the financing of acquisitions or similar operational actions and arrangements. The Board would also be empowered to decide on the parties entitled to subscribe and other terms and conditions related to the issues. Deviation may not be done in order to benefit anyone belonging to the inner circle of the company. The authorization also would empower the Board to decide on the subscription of shares against apport en nature or otherwise under special terms and conditions.
The authorization has a proposed validity period of one year from the date of the approval at the Shareholders' Meeting.
3. Authorizing the Board to decide on the acquisition of company-held shares
The Board of Directors will propose that the shareholders authorize the Board to decide on the acquisition of the company's own shares using distributable funds as follows:
- The shares will be acquired for use as payment when the company is acquiring operationally related assets, in any company acquisitions and other corporate arrangements, capital restructuring programs or otherwise for disposal in the manner and to the extent determined by the Board. The Board may also bring proposals before the shareholders concerning the invalidation of repurchased shares.
- The authorization to acquire the company's own shares concerns a maximum of 427,536 shares with a book value of EUR 2 per share.
- The shares will be acquired through public trading on the Helsinki Stock Exchange at the current market price formed in public trading at the time of acquisition. The shares are to be acquired otherwise than in proportion to the holdings of the shareholders.
The acquisition of company shares will reduce the distributable equity of the company.
The authorization has a proposed validity period of one year from the date of the approval at the Shareholders' Meeting.
4. Authorizing the Board to decide on the disposal of company-held shares
The Board of Directors will propose that the shareholders grant an authorization empowering the Board to dispose of each company-held share, with the authorization relating to a total of 427,536 company-held shares, under the following conditions:
- The Board will be entitled to decide on to whom and in which order the shares will be conveyed. The authorization will entitle the Board to deviate from the shareholders' right of pre-emption provided that there are solid financial reasons of the company to do so. The authorization does not empower the Board to take these actions in order to benefit the inner circle of the company. The shares may be disposed of at once or in several lots.
- The company may dispose of its own shares when acquiring operationally related assets, as payment in possible company acquisitions or other corporate arrangements, or in capital restructuring programs in the manner and to the extent to be determined by the Board. Acquisitions and other similar corporate arrangements will be considered sufficient financial reasons for suspending normal shareholder rights pertaining to the preferred status of shareholders in the acquisition of the company's shares.
- The shares will be sold for at least the market price quoted in public trading on the Helsinki Stock Exchange at the time of disposal. The authorization also includes a term that payment for the shares can be accepted in other forms than cash.
The authorization has a proposed validity period of one year from the date of approval at the Shareholders' Meeting.
5. The Board's proposal for decreasing the company's share capital through invalidation of own shares
The Board of Directors will propose that the company's share capital be decreased as set forth herein below:
- The company's share capital shall be decreased by EUR 439,390 through invalidation of the 219,695 company-held shares acquired before March 6, 2002 and currently in the possession of the company. Only shares in the possession of the company shall be subject to invalidation.
- The restricted capital of the company will not be decreased since the amount corresponding to the book value of the invalidated shares will be transferred to the share premium fund.
- The decrease of share capital through share invalidation will not affect the shareholdings and distribution of voting power in the company since the invalidated shares are held by the company.
Availability of documents
Financial Statements, proposals for the authorization of the Board as well as other documents based on the Companies Act will be held available for inspection by shareholders from April 8, 2002 at Aspo Plc's Head quarters at the following address: Suolakivenkatu 1, FIN-00810 Helsinki, Finland. Copies of these documents will be sent to the shareholders upon request.
Right to attend the Annual Shareholders' Meeting
A Shareholder is entitled to attend the Shareholders' Meeting provided that he is a registered shareholder on the official list maintained by the Finnish Central Securities Depository Ltd no later than April 15, 2002 or if he is entitled thereto under Chapter 3a, Section 4, Sub-section 2 of the Companies Act.
Pre-registration
Shareholders wishing to attend the Annual Shareholders' Meeting must notify the company by 4.00 PM on Monday, April 22, 2002 either in writing at the address: Aspo Plc, Suolakivenkatu 1, FIN-00810 Helsinki, Finland, or by telephone at +358 9 7595 368 / Hilkka Jokiniemi or by telefax at +358 9 785 301 or by e-mail at hilkka.jokiniemi@aspo.fi. Written notifications must arrive before the deadline stated above. Any letters of authorization must be submitted before the notification period expires.
Dividend
At the Annual Shareholders' Meeting the Board will propose that a dividend totalling EUR 0.56 per share be distributed to the
shareholders for fiscal 2001, the amount comprising a basic dividend of EUR 0.36 and a bonus dividend of EUR 0.20. The dividend shall be paid to shareholders who have been recorded in the Shareholder Register maintained by the Finnish Central Securities Depository Ltd as of the record date of April 30, 2002. According to the Board's proposal the dividend will be paid on
May 8, 2002.
Helsinki, March 7, 2002
ASPO Plc
Board of Directors
Aspo Group focuses on logistical services for industry. Aspo serves businesses in the energy and industrial process sectors requiring strong specialist and logistical know-how. Aspo's net sales in 2001 totalled EUR 123.1 million. About 46 % of this came from Aspo Chemicals, 34 % from Aspo Shipping and 20 % from Aspo Systems.
ASPO Plc
Gustav Nyberg
CEO
Distribution:
Helsinki Stock Exchange
The Media