Aspo Plc Board will propose the following to the Annual Shareholders' Meeting to be held on Thursday, March 31, 2005.
1. The Board of Directors' proposal concerning a split of the shares, bonus issue and amendment of section 4 of the Articles of Association
The Board of Directors will propose to the Annual Shareholders' Meeting that it would decide to split the shares so that each share is split into three shares without changing the share capital. The split will be executed by increasing the total number of shares from 8,550,721 shares to 25,652,163 shares without increasing the share capital. At the same time the book equivalent value of the share decreases from EUR 2.00 to approximately EUR 0.67.
As a consequence of the split, the book equivalent value of the share is not an exact value (approximately EUR 0.67). To change the book equivalent value of the share to be exact, the Board of Directors will propose that the share capital of the company would be increased with a bonus issue of EUR 85,507.21. After the increase the share capital of the Company will be EUR 17,186,949.21 and the book equivalent value of the share EUR 0.67. The bonus issue will be executed by transferring the amount corresponding the increase from the premium fund to the share capital. In the bonus issue no new shares will be issued.
The company has decided on April 1, 2004 to issue convertible capital notes and according to the terms and conditions of the notes each EUR 500 note unit gives the right to convert it into 28 Aspo shares. The conversion rate is EUR 17.86 per share. The split of the shares and the bonus issue will affect the right of conversion so that the amount of the shares, which may be received by the conversion, is tripled while the aggregate conversion rate remains unchanged.
The split of the shares and the bonus issue shall be executed within the book-entry system and they require no action from the shareholders. The split of the shares and the bonus issue shall have no effect on division of the ownership or the voting rights of the company.
The split of the shares, if executed in accordance with the proposal of the Board of Directors, also requires that the Shareholders' Meeting resolves to amend section 4 of the Articles of Association to increase the maximum number of shares. Hence, the Board of Directors proposes that section 4 of the Articles of Association would be amended to the following:
"The minimum number of shares is 5,000,000 and the maximum number is 53,000,000 shares."
2. Authorizing the Board of Directors 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 company-held shares concerns a maximum of 300,000 shares with a book equivalent value of EUR 0.67 per share.
- The shares will be acquired in public trading arranged by the Helsinki Stock Exchange otherwise than in proportion to the shareholders' holdings of shares.
- The shares will be acquired at the current market price in public trading. The acquisition price shall be paid to the sellers of the shares within the payment term stated in the regulations of the Helsinki Stock Exchange and Finnish Central Securities Depository Ltd.
- The shares will be acquired otherwise than in proportion to the shareholders' holdings, because the shares are subject to public trading at the Helsinki Stock Exchange and the acquisitions will be executed in such public trading.
- Since the maximum amount of the shares to be acquired within the authorization is less than 1.2 percent of the company's aggregate share capital and voting rights, the acquisition will have no considerable influence on the holdings of the other shareholders of the company or the division of the voting rights. Persons belonging to the inner circle of the company in accordance with the Companies Act chapter 1 section 4 subsection 1 as of January 31, 2005 hold in aggregate approximately 61 percent of the company's share capital and voting rights. If the holdings of the inner circle do not change during the authorization and the company will acquire the maximum amount of its own shares allowed under the authorization, the corresponding proportion of the inner circle will be 62 percent after the acquisition. Since the own shares are intended to be acquired in public trading arranged by the Helsinki Stock Exchange, without knowledge of the identities of the vendors, the proportion of the share capital and voting rights held by the persons belonging to the inner circle of the company after the acquisition of the shares cannot be estimated in advance.
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 approval at the Shareholders Meeting.
3. Authorizing the Board of Directors 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 decide on the disposal of the company's own shares, with the authorization relating to a total of 537,000 company-held shares, under the following conditions:
- The Board of Directors 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' pre-emptive subscription rights, provided that there are sound fiscal reasons for the deviation. The authorization does not empower the Board to take these actions in order to benefit the inner circle of the company as defined in the Companies Act chapter 1 section 4 subsection 1. 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 an extent to be determined by the Board. Corporate acquisitions and other similar corporate arrangements will be considered sufficient fiscal reasons for suspending normal shareholder rights pertaining to the preferred status of shareholders in the acquisition of the company's shares.
- The authorization is proposed to include the disposal of the shares at least at the market price at the time of disposal quoted in public trading on the Helsinki Stock Exchange. 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.
4. Dividend proposal
The Board of Directors has decided to propose to the Annual Shareholders' Meeting that a dividend totalling EUR 1.19 per share be distributed for fiscal 2004 to each of the 8,471,721 shares outstanding. The Board has determined that the dividend record date is April 5, 2005. The Board will propose that the dividend payment is issued on April 12, 2005.
ASPO Plc
Gustav Nyberg
CEO
For more information contact
Gustav Nyberg, +358 9 7595 256, +358 40 503 6420
gustav.nyberg@aspo.fi