ASPO Plc STOCK EXCHANGE BULLETIN, March 29, 2007 at 3:15 p.m.
The Annual Shareholders' Meeting of Aspo Plc on March 29, 2007, approved the parent and consolidated financial statements and discharged the members of the Board of Directors and the CEO from the liability for fiscal 2006.
Dividend
The shareholders approved the payment of a dividend totaling EUR 0.41 per share. The dividend shall be paid to shareholders registered in the shareholders' register maintained by the Finnish Central Securities Depository Ltd on the record date, April 3, 2007. The dividend will be paid on April 12, 2007.
Board of Directors
It was decided that there would be five members on the company's Board of Directors. Mr. Matti Arteva, Mr. Kari Haavisto, Mr. Esa Karppinen, Mr. Roberto Lencioni and Mr. Kari Stadigh were re-elected to the Board of Directors.
Auditor
The authorized public accounting firm PricewaterhouseCoopers Oy was elected as company auditor. Mr. Jouko Malinen, APA, will continue as the principal auditor.
Amendment to the Articles of Association
The amendments to the Articles of Association were approved as proposed by the Board. The new Articles of Association are attached to this bulletin.
Board's Authorizations
The shareholders authorized the Board to decide on a share issue and on the acquisition of company-held shares. The authorizations will have a validity period until the Annual Shareholders' Meeting in 2008 but not more than 18 months from the approval at the Shareholders' Meeting. The authorizations are published as attachments to this bulletin.
Organization of the Board
At the organizing meeting held after the Annual Shareholders' Meeting Mr. Kari Stadigh was elected to carry on as Chairman of the Board and Mr. Matti Arteva as Vice-Chairman.
ASPO Plc
Gustav Nyberg
CEO
For more information contact
Gustav Nyberg, +358 40 503 6420, gustav.nyberg@aspo.fi
Distribution:
Helsinki Stock Exchange
The Main Media
www.aspo.fi
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 2006 totaled EUR 225.9 million. About 39% of this came from Aspo Chemicals, 37% from Aspo Shipping and 24% from Aspo Systems.
APPENDICES
ARTICLES OF ASSOCIATION OF ASPO Plc
I The name, registered office, line of business and shares of the company
1 § The name of the company is Aspo Oyj. The English language name of the company is Aspo Plc. The registered office of the company is in Helsinki.
2 § The line of business of the company is to own and control stocks, shares, securities and other types of assets, control the operations of its subsidiary companies and other business units, and centrally manage issues relating to the administration, financing and strategic planning of all companies in the Group, as well as to plan and implement financially viable new investments. The company has the right to own and trade real estates and securities, and conduct other investment activities.
3 § The shares of the company belong to the book-entry system.
II Administrative bodies of the company
4 § The Board of Directors shall consist of no fewer than five (5) and no more than eight (8) members. The members of the Board elect a chairman and a vice-chairman from amongst themselves. The term of the Board will expire at the end of the ordinary annual shareholder's meeting which next follows the election.
5 § A quorum of the Board of Directors is present when the minimum of one-half of its members, including the Chairman or the Vice-Chairman is present.
6 § Minutes shall be kept of the proceedings of Board meetings, including meeting attendees and decisions made. The minutes shall be signed by all Board members present at the meeting.
7 § The company is represented by the members of the Board of Directors, two together, or a Board member with another person authorized by the Board to represent the company, or the Chief Executive Officer with a member of the Board of Directors, two together, or with another person authorized by the Board of Directors to represent the company.
The Board of Directors may authorize other persons specified by name to represent the company two together, or separately with a member of the Board or the Chief Executive Officer.
III Annual financial statements and auditors
8 § The company's fiscal year is the calendar year.
9 § The management and accounts of the company are subject to an external audit by an auditor elected by the Annual Shareholder's Meeting. The auditor shall be a public accounting corporation approved by the Central Chamber of Commerce of Finland. The term of office of the auditor shall expire at the termination of the first Annual Shareholder's Meeting following the election.
IV Annual Shareholder's Meeting
10 § In order to be allowed to speak and vote at the Annual Shareholder's Meeting, a shareholder must register at the company as indicated in the notice of the meeting. The period of registration shall not expire earlier than ten (10) days before the meeting.
11 § Notice of the Annual Shareholder's Meeting shall be published in a stock exchange release and in newspapers determined by the Board of Directors of the company not earlier than two (2) months and not later than seventeen (17) days prior to the meeting.
12 § A secretary appointed by the Chairman shall keep minutes at the Annual Shareholder's Meeting. The minutes of the meeting shall be signed by the Chairman and two minute auditors elected at the meeting.
13 § At the Annual Shareholder's Meeting the following shall be
presented:
1. the financial statements and
2. the auditor's report,
resolved:
3. the adoption of financial statements including the consolidated financial statements,
4. the measures warranted by the profit shown on the adopted balance sheet,
5. discharging the members of the Board of Directors and the Chief Executive Officer,
6. the compensation of the members of the Board of Directors and the auditor,
7. the number of members of the Board of Directors,
8. any other business specifically indicated in the notice of the meeting,
elected:
9. members of the Board of Directors,
10. the auditor.
BOARD AUTHORIZATIONS
1. Authorization to a share issue
The Shareholders authorized the Board of Directors to decide on a share issue, in one or several lots, through conveying a total maximum amount of 758,250 company-held shares.
The authorization will be used for the financing or execution of company acquisitions or other corporate arrangements or for other purposes to be determined by the Board.
The Board was authorized to decide on the terms and conditions applicable in the issuance of shares including a direct share issue in deviation from the shareholders pre-emptive subscription rights on the terms provided by the law.
2. Authorization to acquire company shares
The shareholders authorized the Board to decide on the purchase of a maximum of 400,000 of the company's own shares using the unrestricted shareholders' equity. The shares will be acquired through public trading on the Helsinki Stock Exchange at the current market price otherwise than in proportion to the holdings of the shareholders in accordance with the regulations of the Helsinki Stock Exchange.
The shares shall be acquired for the financing or execution of company acquisitions or other corporate arrangements, for the balancing of the financial risk in the company's share-based incentive scheme or for other purposes to be decided by the Board of Directors.
The Board may not exercise the authorization if after the acquisition the company or its subsidiary would possess or have as a pledge more than 10% of the company's stock.
The authorizations will remain valid until the Annual Shareholders' Meeting in 2008 but not more than 18 months from the date of approval at the Annual Shareholders' Meeting.