The shareholders of Aspo Plc are invited to attend the Annual Shareholders' Meeting to be held on Tuesday, 4 April 2006 at 2:00 p.m. at the Pörssi restaurant, Fabianinkatu 14, FI-00100 Helsinki, Finland.
The following matters will be addressed at the Shareholders' Meeting:
1. Issues related to article 15 of the Articles of Association
2. 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 400,000 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.
3. 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 765,950 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, Esa Karppinen, Roberto Lencioni and Kari Stadigh be re-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 20, 2006 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 than March 24, 2006 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 Thursday, March 30, 2006 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 should be submitted to the company at the address above.
Dividend proposal
At the Annual Shareholders' Meeting the Board will propose that a dividend totaling EUR 0.40 per share be distributed on each of the 25,317,293 shares outstanding for fiscal 2005. 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 7, 2006. The Board's proposal calls for the dividend to be paid on April 18, 2006.
Helsinki, March 7, 2006
ASPO Plc
Board of Directors