The shareholders of Aspo Plc are invited to attend the Annual General Meeting to be held on Thursday 26 April 2001 at 2.00 PM at the Aspo Building, Suolakivenkatu 1, FIN-00810 Helsinki, Finland.
At the General Meeting the following matters will be addressed:
1. The issues to be addressed at the Annual General 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 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 2 631 124 by a maximum subscription of 1 315 562 new shares with a book value of EUR 2 per share, at a price and under terms and conditions to be determined by the Board.
The Board further proposes that this authorization includes 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 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. 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 of one year from the date of the approval at the General Meeting.
3. Authorizing the Board to decide on the acquisition of own 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:
a) 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.
b) The authorization to acquire the company's own shares concerns a maximum of 438 520 shares with a book value of EUR 2 per share, net of 186 234 shares already in the possession of the company.
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 will remain valid for one year from the date of approval at the Annual General Meeting.
4. Authorizing the Board to decide on the disposal of company shares
The Board of Directors will propose that the shareholders authorize the Board to decide on the disposal of a maximum of 438 520 repurchased shares as follows:
a) 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 excludes, however, that these actions be taken in order to benefit the inner circle of the company. The shares may be disposed of at once or in several lots.
b) The company may dispose of its own shares when acquiring operational 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.
c) The shares will be sold for at least the market price quoted in the 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 if accepted will remain valid for one year from the date of approval at the Annual General Meeting.
Amendment of Articles 12 and 13 of the Articles of Association
The Board of Directors will propose the Articles 12 and 13 of the Articles of Association be amended to be consistent with the amendment of the Companies Act that took effect on January 1, 2001, as follows:
Art.12
In order to exercise his right to speak and vote at a General Maating, a shareholder shall register with the company in the manner specified in the summons. The closing date for registration shall be no sooner than ten days before the meeting.
Art. 13
The summons to a General Meeting shall be delivered through a notice in newspapers to be determined by the Board, at the earliest two months prior to and at the latest, seventeen days prior to the meeting.
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 9, 2001 at Aspo Plc's head quarters at the address: Suolakivenkatu 1, FIN-00810 Helsinki, Finland. Copies of these documents will be sent to the shareholders upon request.
Right to attend the Annual General Meeting
A Shareholder is entitled to attend the General Meeting provided that he is registered as a shareholder in the company's list of shareholders maintained by the Finnish Central Securities Depository Ltd no later than April 11, 2001 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 General Meeting shall notify the company by 4.00 PM on Monday, April 23, 2001 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
The Board will propose at the Annual General Meeting that a dividend totalling EUR 0.55 per share be distributed to the shareholders for fiscal 2000, such amount comprising a basic dividend of EUR 0.30 and a bonus dividend of EUR 0.25. The dividend shall be paid to shareholders who have been recorded in the Shareholder Register maintained by the Finnish Central Securities Depository Ltd on the record date of May 2, 2001. According to the Board's proposal the dividend will be paid on
May 9, 2001.
Helsinki, March 6, 2001
ASPO Plc
Board of Directors
ASPO Plc
Gustav Nyberg
CEO
Distribution:
Helsinki Stock Exchange
The Media