The shareholders of Aspo Plc are invited to attend the Annual Shareholders' Meeting to be held on Thursday, 31 March 2005 at 4:00 p.m. at Hotel Palace, conference hall, Eteläranta 10, FI-00130 Helsinki, Finland.
The following matters will be addressed at the Shareholders' Meeting:
1. Issues related to article 15 of the Articles of Association
2. The Board's proposal concerning a split of the shares, bonus issue and amendment of article 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 a change in 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 an increase in 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 through transfer 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, will be triple 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, will also require the shareholders to resolve to amend article 4 of the Articles of Association to increase the maximum number of shares. Hence, the Board of Directors proposes that article 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."
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 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 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.
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 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 Sub-section 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.
Board of Directors and Auditors
Shareholders representing more than 10% of the shares and voting rights in Aspo Plc have announced that they will propose that the number of Board members be set at five and that the current board members, Messrs. Matti Arteva, Kari Haavisto, Roberto Lencioni and Kari Stadigh be re-elected, and Mr. Esa Karppinen to be elected for a term of office lasting until the following Annual Shareholders' Meeting. The proposed candidates have given their consents.
Furthermore, the above mentioned shareholders have announced that they will propose that the authorized public accounting firm PricewaterhouseCoopers be re-elected as the company's auditor until the closing of the following Annual Shareholders' meeting.
Availability of documents
Financial Statements, Board proposals as well as other documents based on the Companies Act will be made available for inspection by shareholders as of Monday, March 14, 2005 at Aspo Plc's Headquarters at the following address: Lautatarhankatu 8 B, FI-00580 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 that March 21, 2005 or if he is entitled 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 p.m. on Tuesday, March 29, 2005 either in writing at the address: Aspo Plc, P.O.Box 17, FI-00581 Helsinki, Finland, or by telephone at +358 9 7595 368 / Hilkka Jokiniemi or by telefax at +358 9 7595 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 proposal
At the Annual Shareholders' Meeting the Board will propose that a dividend totalling EUR 1.19 per share be distributed on each of the 8,471,721 shares outstanding for fiscal 2004, the amount comprising a basic dividend of EUR 1.00 and a surplus dividend of EUR 0.19. The dividend will be paid to shareholders who have been recorded in the Shareholder Register maintained by the Finnish Central Securities Depository Ltd as of April 5, 2005. The Board's proposal calls for the dividend to be paid on April 12, 2005.
Helsinki, February 9, 2005
ASPO Plc
Board of Directors
For more information contact
Gustav Nyberg, +358 9 7595 256, +358 40 503 6420
gustav.nyberg@aspo.fi
Distribution:
Helsinki Stock Exchange
The Media