Aspo Plc Stock Exchange Release October 21, 2026 at 15.00 EET
Invitation to the Extraordinary General Meeting of Aspo
The shareholders of Aspo Plc (the "Company" or "Aspo") are invited to attend the Extraordinary General Meeting to be held on Monday, 7 December 2026, at 2.00 p.m. (Finnish time) at Finlandia Hall, Helsinki Hall at the address Mannerheimintie 13e, 00100 Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at the meeting venue at 1.00 p.m. (Finnish time).
Shareholders may also exercise their voting rights by voting in advance. Instructions for advance voting are presented in this invitation under section C.
The Extraordinary General Meeting can be followed via a webcast on the website at www.aspo.com/egm-2026. It is not possible to ask questions, make counterproposals, otherwise address the meeting, or vote via webcast, and following the meeting via webcast is not considered participation in the Extraordinary General Meeting or exercise of the shareholder rights.
- Matters on the agenda of the Extraordinary General Meeting
1 Opening of the meeting
2 Calling the meeting to order
3 Election of persons to confirm the minutes and to supervise the counting of votes
4 Recording the legality of the meeting
5 Recording the attendance at the meeting and adopting the list of votes
6 Approval of the Demerger Plan and resolving on the partial Demerger
The Board of Directors of Aspo proposes to the Extraordinary General Meeting that the General Meeting resolves on the partial demerger of Aspo in accordance with the demerger plan signed by the Board of Directors on 3 August 2026 (the "Demerger Plan") and approves the Demerger Plan. As part of the demerger resolution, the Extraordinary General Meeting shall resolve as a whole on the matters presented below conditional upon the completion of the demerger. The resolution on the approval of the Demerger Plan and on the partial demerger shall be made by a qualified majority of two-thirds (2/3) of the votes cast and the shares represented at the Extraordinary General Meeting. The Demerger Plan is available on the Company's website at www.aspo.com/egm-2026.
Pursuant to the Demerger Plan, Aspo will demerge through a partial demerger so that all of Aspo's shares in ESL Shipping Ltd (a subsidiary of Aspo) and related assets and liabilities will transfer without a liquidation procedure to ESL Shipping Group Plc ("ESL Shipping Group"), a company to be incorporated in the demerger (the "Demerger").
In connection with the Demerger, the Company is proposed to be re-named Telko Group Plc.
The purpose of the Demerger is to implement the divestment of the shipping business carried out by ESL Shipping Ltd and its direct and indirect subsidiaries and related assets and liabilities from Aspo in order to form a new independent group of companies, with ESL Shipping Group as the parent company. The planned date of registration of the completion of the Demerger (the "Effective Date") is 31 December 2026. The actual Effective Date may change from the aforesaid date, as set forth in Section 17 of the Demerger Plan.
Despite the resolution of the Extraordinary General Meeting, the Board of Directors of Aspo may, at any time prior to the completion of the Demerger, resolve not to complete the Demerger if, in the view of the Board of Directors of Aspo, there exist grounds due to which such non-completion would be justified.
In accordance with the Demerger Plan, the shareholders of Aspo shall receive as demerger consideration one (1) new share in ESL Shipping Group for each share owned in Aspo (the "Demerger Consideration"), i.e., the Demerger Consideration shall be issued to the shareholders of Aspo in proportion to their shareholdings with a ratio of 1:1. The Demerger Consideration shall be issued to the shareholders of Aspo on the Effective Date, or as soon as possible thereafter in accordance with the Demerger Plan. The Demerger Consideration shall be issued through the book-entry securities system maintained by Euroclear Nordics Ltd and will be distributed automatically, meaning that no action is required from the shareholders of Aspo in relation thereto. The allocation of the Demerger Consideration is in principle based on the shareholding in Aspo on the registration day (as defined in Euroclear Nordics Ltd's rules in force at that time) immediately preceding the Effective Date, unless the Board of Directors of Aspo resolves otherwise.
Following the completion of the Demerger on the Effective Date or promptly thereafter, ESL Shipping Group shall carry out a share-for-share exchange with the minority shareholder of ESL Shipping Ltd whereby the minority shareholder transfers its shares in ESL Shipping Ltd to ESL Shipping Group in exchange for new shares issued by ESL Shipping Group (the "Share Exchange"). A maximum of 9,250,829 new shares shall be issued, and the final number of the shares to be issued shall correspond to approximately 21.4 per cent of the shares in ESL Shipping Group not held by it or its subsidiaries following the completion of the Share Exchange. Upon the Share Exchange, ESL Shipping Ltd shall become a wholly owned subsidiary of ESL Shipping Group.
ESL Shipping Group intends to apply for admitting its shares for trading on the official list of Nasdaq Helsinki Ltd ("Nasdaq Helsinki"). Trading in the shares of ESL Shipping Group on Nasdaq Helsinki is expected to begin on or about 4 January 2027 or as soon as possible thereafter.
As part of the resolution on the Demerger, the Extraordinary General Meeting shall decide on the following matters, conditional upon the completion of the Demerger:
- The incorporation of ESL Shipping Group and approval of its Articles of Association
ESL Shipping Group will be incorporated in connection with the registration of the completion of the Demerger on the Effective Date. It has been proposed that the company name be ESL Shipping Group Oyj (in English: ESL Shipping Group Plc). The proposed Articles of Association of ESL Shipping Group are included in full as Appendix 1 to the Demerger Plan.
- The number of members of the Board of Directors, election of the members of the Board of Directors and the auditor of ESL Shipping Group as well as their remuneration
According to the proposed Articles of Association of ESL Shipping Group, the Board of Directors of ESL Shipping Group shall comprise a minimum of four (4) and a maximum of eight (8) members.
The Board of Directors of the Company proposes that the number of members of the Board of Directors of ESL Shipping Group shall be four (4).
The Board of Directors of the Company proposes that Rolf Jansson be elected as Chair of the Board of Directors, and that Mikael Laine, Andreas Remmer and Kaarina Ståhlberg be elected as members of the Board of Directors of ESL Shipping Group. All candidates have given their consent to the election. The Board of Directors may elect a Vice Chair from among its members.
The term of the members of the Board of Directors shall commence on the Effective Date and shall expire at the end of the first Annual General Meeting of ESL Shipping Group following the Effective Date.
All proposed members of the Board of Directors will be independent from ESL Shipping Group and its significant shareholders, excluding Rolf Jansson and Mikael Laine, who have been determined to be independent of the major shareholders of ESL Shipping Group but not independent of ESL Shipping Group under the Finnish Corporate Governance Code 2026. Rolf Jansson currently acts as the CEO of Aspo. Mikael Laine has been assessed not to be independent of ESL Shipping Group based on an overall evaluation, taking into account that he has been a member of the Board of Directors of Aspo for a period of more than ten (10) consecutive years.
The proposed composition of the Board of Directors departs from Recommendation 10 of the Corporate Governance Code, according to which the majority of the members of the Board of Directors shall be independent of the company. This is due to the fact that five (5) members were originally planned to be proposed to the Board of Directors of ESL Shipping Group. However, at the end of the selection process one of the planned candidates was prevented from participating in the Board of Directors, and thus it is proposed that four (4) members be elected.
CVs and independence assessments of all persons proposed as members of the Board of Directors of ESL Shipping Group will be made available on Aspo's website prior to the Extraordinary General Meeting.
On the recommendation of the Shareholders' Nomination Board of the Company, the Board of Directors of the Company proposes that each member of the Board of Directors of ESL Shipping Group be paid a monthly fee, from the later of 1 January 2027 or the Effective Date, until the close of the first Annual General Meeting of ESL Shipping Group following the Effective Date, as follows:
- Members of the Board of Directors: EUR 3,000 per month
- Chair of the Board of Directors: EUR 6,000 per month
In addition to the monthly fees, from the later of 1 January 2027 or the Effective Date onwards, it is proposed that the members of the Board of Directors of ESL Shipping Group be paid a meeting fee for each meeting of any potential Board committee, as follows: a meeting fee of EUR 1,200 per meeting to the Chair of the committee and a meeting fee of EUR 500 per meeting to each member of the committee, or EUR 1,000 per meeting for each member of the committee in case the member travels to the meeting outside their country of residence.
According to the proposed Articles of Association of ESL Shipping Group, ESL Shipping Group shall have one (1) auditor which must be an auditing firm authorized by the Finnish Patent and Registration Office.
The Board of Directors of the Company proposes that Deloitte Oy be elected as the auditor of ESL Shipping Group. Deloitte Oy has given notice that Aleksi Martamo will act as the principally responsible auditor, conditional upon the completion of the Demerger.
The Board of Directors of the Company proposes that the auditor of ESL Shipping Group be paid a fee pursuant to an invoice approved by ESL Shipping Group, conditional upon the completion of the Demerger.
- Establishment of a Shareholders' Nomination Board for ESL Shipping Group
The Board of Directors of the Company proposes that a Shareholders' Nomination Board be established for ESL Shipping Group and that its charter be adopted.
The duty of the Shareholders' Nomination Board is, among other things, to prepare proposals regarding the number and election of the members of the Board of Directors of ESL Shipping Group and remuneration of the members of the Board of Directors and potential committees of the Board of Directors to the Annual General Meeting of ESL Shipping Group.
The composition, tasks and activities of the Shareholders' Nomination Board of ESL Shipping Group are defined in more detail in its proposed Charter that is available on Aspo's website at www.aspo.com/egm-2026.
Notwithstanding the proposed charter, the Shareholders' Nomination Board shall upon its establishment comprise members nominated by the four (4) largest shareholders of ESL Shipping Group, based on shareholdings of ESL Shipping Group as at the date falling one (1) month after the Effective Date (the "First Nomination Date"). In case the Effective Date occurs after 31 December 2026, the First Nomination Date shall be determined as prescribed in the Demerger Plan.
Notwithstanding the proposed charter of the Shareholders' Nomination Board of ESL Shipping Group, the Shareholders' Nomination Board formed in accordance with the First Nomination Date shall submit its proposals to the Annual General Meeting of ESL Shipping Group for the year 2027 no later than 1 March 2027. If the Effective Date is after 31 December 2026, the Board of Directors of ESL Shipping Group is authorized to resolve on the deadline for submitting the proposals.
- Adoption of a remuneration policy for governing bodies of ESL Shipping Group
The Board of Directors of the Company proposes that the Extraordinary General Meeting adopts the Remuneration Policy for governing bodies of ESL Shipping Group. The resolution is an advisory resolution.
The Remuneration Policy will be available on Aspo's website at www.aspo.com/egm-2026 no later than on 16 November 2026.
- Authorization to decide on a share issue of treasury shares
As set out in detail in Section 16.1 of the Demerger Plan, the Board of Directors of ESL Shipping Group is proposed to be authorized to decide, following the completion of the Demerger, on a share issue of treasury shares through one or several instalments, under which an aggregate maximum of 2,500,000 shares may be conveyed, representing approximately 6.27 per cent of all shares in ESL Shipping Group, assuming that the total number of ESL Shipping Group's shares to be issued as Demerger Consideration would be 31,338,722 shares, and taking into account the Share Exchange. The authorization is valid until the conclusion of the first Annual General Meeting held by ESL Shipping Group following the completion of the Demerger.
The authorization may be used for the financing or execution of possible corporate acquisitions or other transactions, for execution of ESL Shipping Group's share-ownership programs or for other purposes determined by the Board of Directors of ESL Shipping Group, however, provided that as part of the share-based incentive programs, the Board of Directors of ESL Shipping Group may convey a maximum of 500,000 shares, representing approximately 1.25 per cent of all shares in the ESL Shipping Group, assuming that the total number of ESL Shipping Group's shares to be issued as Demerger Consideration would be 31,338,722 shares, and taking into account the Share Exchange.
The authorization includes the right of the Board of Directors of ESL Shipping Group to decide on all the terms and conditions of the conveyance and thus also includes the right to convey shares otherwise than in proportion to the share ownership of the shareholders, in deviation from the shareholders' pre-emptive right, if a compelling financial reason exists for ESL Shipping Group to do so.
- Authorization to decide on a share issue of new shares
As set out in detail in Section 16.2 of the Demerger Plan, the Board of Directors of ESL Shipping Group is proposed to be authorized to decide, following the completion of the Demerger, on a share issue of new shares through one or several instalments, under which a maximum of 2,500,000 shares are offered for subscription, representing approximately 6.27 per cent of all shares in ESL Shipping Group, assuming that the total number of ESL Shipping Group's shares to be issued as Demerger Consideration would be 31,338,722 shares, and taking into account the Share Exchange. The authorization is valid until the conclusion of the first Annual General Meeting held by ESL Shipping Group following the completion of the Demerger.
The authorization may be used for the financing or execution of possible corporate acquisitions or other transactions, for execution of ESL Shipping Group's share-ownership programs or for other purposes determined by the Board of Directors of ESL Shipping Group, however, provided that as part of the share-based incentive programs, the Board of Directors of ESL Shipping Group may convey a maximum of 500,000 shares, representing approximately 1.25 per cent of all shares in the ESL Shipping Group, assuming that the total number of ESL Shipping Group's shares to be issued as Demerger Consideration would be 31,338,722 shares, and taking into account the Share Exchange.
The authorization includes the right of the Board of Directors of ESL Shipping Group to decide on all the terms and conditions of the conveyance and thus also includes the right to decide on a directed share issue, in deviation from the shareholders' pre-emptive right, if a compelling financial reason exists for ESL Shipping Group to do so.
- Authorization to decide on a share issue
As set out in detail in Section 16.3 of the Demerger Plan, the Board of Directors of ESL Shipping Group is proposed to be authorized to issue and/or convey a maximum of 9,250,829 shares in ESL Shipping Group solely for the purpose of implementing the Share Exchange with the minority shareholder of ESL Shipping Ltd. The final number of shares to be issued in the Share Exchange shall correspond to approximately 21.4 per cent of the shares in ESL Shipping Group not held by ESL Shipping Group or its subsidiaries after the share issue. The authorization entitles the Board of Directors of ESL Shipping Group to decide on all terms and conditions of the share issue, including the right to issue shares also in a proportion other than that of the shareholders' current shareholdings in ESL Shipping Group under the conditions provided in law. The authorization is valid until the conclusion of the first Annual General Meeting held by ESL Shipping Group following the completion of the Demerger.
- Authorization to decide on the acquisition of ESL Shipping Group's own shares and on the acceptance as pledge of ESL Shipping Group's own shares
As set out in detail in Section 16.4 of the Demerger Plan, the Board of Directors of ESL Shipping Group is proposed to be authorized to decide, following the completion of the Demerger, on the acquisition of no more than 500,000 treasury shares using the unrestricted equity of ESL Shipping Group, representing approximately 1.25 per cent of all shares in ESL Shipping Group, assuming that the total number of ESL Shipping Group's shares to be issued as Demerger Consideration would be 31,338,722 shares, and taking into account the Share Exchange. The authorization includes the right to accept treasury shares as a pledge. The shares may be repurchased at a price formed in trading on a regulated market on the date of the repurchase or otherwise at a price formed on the market. The shares may be repurchased otherwise than in proportion to the shares held by the shareholders (directed repurchase).
The authorization is valid until the conclusion of the first Annual General Meeting held by ESL Shipping Group following the completion of the Demerger, however for no longer than 18 months from the Effective Date.
7 Amendment of the Articles of Association of the Company
The Board of Directors of the Company proposes that Articles 1 and 4 of the Articles of Association of the Company, i.e., the trade name and domicile, and the number of members of the Board of Directors of the Company be amended in connection with the Demerger. In their amended form, said provisions of the Articles of Association would read as follows:
1 § The trade name of the company is Telko Group Oyj, in English Telko Group Plc and in Swedish Telko Group Abp. The domicile of the company is Espoo.
4 § The Board of Directors shall consist of no fewer than four (4) and no more than eight (8) members. The members of the Board elect a Chair and may elect a Vice Chair 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.
It is proposed that the Articles of Association of the Company remain unchanged in other respects. The amended Articles of Association of the Company shall enter into force in connection with the registration of the completion of the Demerger on the Effective Date.
8 Resolution on the remuneration of the members of the Board of Directors and committees of the Company
The Shareholders’ Nomination Board proposes that, conditional upon the completion of the Demerger, from the later of 1 January 2027 or the Effective Date onwards the monthly fees to the Board members of the Company be paid as follows:
- Members of the Board of Directors: EUR 3,000 per month
- Chair of the Board of Directors: EUR 6,000 per month
The Shareholders' Nomination Board further proposes that, conditional upon the completion of the Demerger, from the later of 1 January 2027 or the Effective Date onwards the meeting fees to members of the committees and Chairs of the committees be paid as follows: a meeting fee of EUR 1,200 per meeting to the Chair of the committee and a meeting fee of EUR 500 per meeting to each member of the committee, or EUR 1,000 per meeting for each member of the committee in case the member travels to the meeting outside their country of residence.
9 Resolution on the number of members of the Board of Directors of the Company
The Shareholders' Nomination Board proposes that the Board of Directors of the Company will have five (5) members, conditional upon the completion of the Demerger. Should any number of the candidates proposed by the Nomination Board not be available for election, the proposed number of Board members shall be decreased accordingly.
10 Election of the members of the Board of Directors of the Company
The Shareholders' Nomination Board proposes that Tapio Kolunsarka, Patricia Allam, Annika Ekman, Mikael Laine and Tatu Vehmas be elected as members of the Board of Directors of the Company for a term commencing on the later of 1 January 2027 or the Effective Date and expiring at the end of the next Annual General Meeting of the Company, conditional upon the completion of the Demerger. Further information on the proposed members of the Board of Directors is available on Aspo's website at www.aspo.com/egm-2026.
Should any of the candidates proposed by the Nomination Board not be available for election, the remaining available candidates are proposed to be elected in accordance with the proposal by the Nomination Board.
All proposed members of the Board of Directors are independent from the Company and its significant shareholders, excluding Patricia Allam and Tatu Vehmas, who are not considered to be independent of the significant shareholders of the Company, and Mikael Laine, who is not considered to be independent of the Company. Patricia Allam and Tatu Vehmas are not independent of the significant shareholders of the Company due to their family relationships. Mikael Laine has been assessed not to be independent of the Company based on an overall evaluation, taking into account that he has been a member of the Board of Directors of the Company for a period of more than ten (10) consecutive years. All proposed members of the Board of Directors have given their consent to their appointment. The Board of Directors will elect a Chair and may elect a Vice Chair from among its members. The proposed individuals have announced to the Company that if they are elected, they will elect Tapio Kolunsarka as the Chair of the Board of Directors.
With regard to the procedure for the selection of the members of the Board of Directors, the Shareholders' Nomination Board recommends that the shareholders give their view on the proposal as a whole at the Extraordinary General Meeting. The Shareholders' Nomination Board has estimated that in addition to the qualifications of the individual candidates for the Board of Directors, the proposed Board of Directors as a whole provides excellent competence and experience for the Company and that the composition of the Board of Directors also meets other requirements set for a listed company by the Corporate Governance Code.
11 Resolution on the forfeiture of the shares in the joint account and the rights carried by the shares
The Board of Directors proposes that the Extraordinary General Meeting resolve, in accordance with Chapter 3, Section 14 a, Subsection 3 of the Finnish Companies Act (624/2006, as amended), that rights to the shares entered in the Company's joint book-entry account and the rights attached to such shares be forfeited and that the Board of Directors be authorized to take any and all measures required by such resolution. On 30 September 2026, the number of shares in the joint book-entry account was 4,464 corresponding to approximately 0.01 per cent of the total number of shares in the Company.
The forfeiture of shareholder rights would concern shares that are in the joint book-entry account of the Company. However, the forfeiture of rights shall not apply to such shares in the joint account with regard to which the registration of shareholder rights in the shareholder's book-entry account has been requested prior to the decision of the Extraordinary General Meeting on the forfeiture of rights, provided that the shares in question are entered in the shareholder's book-entry account no later than by 23 December 2026. The forfeiture of rights would apply to all shares in the joint account thereafter.
12 Closing of the meeting
- Documents of the Extraordinary General Meeting
This invitation to the Extraordinary General Meeting, containing all the decision proposals on the matters on the agenda of the meeting, is available on Aspo's website at www.aspo.com/egm-2026. The Finnish language version of this invitation will also be sent by mail to each shareholder whose address is known to the Company.
The Demerger Plan (including the proposal for the Articles of Association of ESL Shipping Group, the proposed charter of ESL Shipping Group's Shareholders' Nomination Board and a preliminary presentation of the balance sheets of Aspo and ESL Shipping Group), Aspo's annual review for the financial year ended 31 December 2025 and annual reports for the financial years ended 31 December 2024 and 2023 (including the Financial Statements, the Reports of the Board of Directors, and the Auditor's Reports), Aspo's half-year financial report for the period ended 30 June 2026 as well as interim reports for the periods ended 31 March 2026 and 30 September 2026, the minutes of Aspo's Annual General Meeting held on 17 April 2026, and all other documents which according to the Finnish Companies Act shall be kept available for the shareholders, will be available on the abovementioned website as of 7 November 2026 at the latest. The Remuneration Policy of ESL Shipping Group will be available on the abovementioned website as of 16 November 2026 at the latest. This invitation and other documents mentioned above are also available at the Extraordinary General Meeting.
The Company will draw up and publish a Finnish language demerger and listing prospectus and an English language translation thereof, which will contain more detailed information on the Demerger and on ESL Shipping Group. The demerger and listing prospectus will be made available on Aspo's website at www.aspo.com/egm-2026 prior to the Extraordinary General Meeting.
The minutes of the Extraordinary General Meeting will be available on the aforementioned website no later than 21 December 2026.
- Instructions for the participants in the Extraordinary General Meeting
1 Shareholder registered in the shareholders' register
Each shareholder, who on the record date of the Extraordinary General Meeting, 25 November 2026, is registered in the Company's shareholders' register maintained by Euroclear Nordics Ltd, has the right to participate in the Extraordinary General Meeting. A shareholder whose shares are registered on their personal Finnish book-entry account or equity savings account is registered in the Company's shareholders' register. The possibility of using a proxy representative is described below.
Registration for the meeting and advance voting will begin on 22 October 2026, at 10.00 a.m. (Finnish time). A shareholder who is registered in the Company's shareholders' register and who wishes to participate in the Extraordinary General Meeting must register for the meeting and, if applicable, vote in advance no later than by 30 November 2026, at 4.00 p.m. (Finnish time) by which time the registration and possible advance votes must be received. The instructions for advance voting are presented below.
The registration can be done in the following ways:
- on Aspo's website at www.aspo.com/egm-2026
Electronic registration through the website requires strong electronic authentication of the shareholder or the shareholder's proxy representative or legal representative with a Finnish, Swedish or Danish bank ID or mobile certificate.
- by regular mail to Innovatics Oy, Yhtiökokous / Aspo, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.
Shareholders registering by mail shall submit the registration form and possible advance voting form available on the Company's website at www.aspo.com/egm-2026 or corresponding information in the message.
- by e-mail to egm@innovatics.fi
Shareholders registering by e-mail shall submit the registration form and possible advance voting form available on the Company's website at www.aspo.com/egm-2026 or corresponding information in the message.
In connection with the registration, a shareholder is required to provide the requested information, such as their name, date of birth or business ID, address, telephone number or e-mail address as well as the name of a possible authorized proxy representative, legal representative or assistant, the date of birth of the authorized proxy representative or legal representative and their telephone number and/or e-mail address. The personal data given to Aspo or Innovatics Oy will be used only in connection with the Extraordinary General Meeting and the processing of related necessary registrations. More information on the processing of the personal data is available in the privacy policy of Aspo's Extraordinary General Meeting, which is available on the website at www.aspo.com/egm-2026.
A shareholder and their possible authorized proxy representative, legal representative, or assistant must be able to prove their identity and/or right of representation upon request at the Extraordinary General Meeting.
Additional information regarding registration and advance voting is available by phone during the registration period for the General Meeting from Innovatics Oy's phone number +358 10 2818 909 on weekdays between 9 a.m. to 12 noon and between 1 p.m. to 4 p.m. (Finnish time).
2 Holders of nominee-registered shares
A holder of nominee registered shares has the right to participate in the Extraordinary General Meeting by virtue of such shares, based on which they would be entitled to be registered in the shareholders' register of the Company held by Euroclear Nordics Ltd on the record date of the meeting, 25 November 2026. In addition, the right to participate in the Extraordinary General Meeting requires that the shareholder, on the basis of such shares, has been temporarily registered into the shareholders' register held by Euroclear Nordics Ltd at the latest by 2 December 2026, by 10.00 a.m. (Finnish time). For nominee registered shares, this constitutes due registration for the Extraordinary General Meeting.
A holder of nominee registered shares is advised to request well in advance the necessary instructions regarding the temporary registration in the Company's shareholders' register, the issuing of proxy documents and voting instructions, registration for the Extraordinary General Meeting and advance voting from his/her custodian bank. The account manager of the custodian bank shall register a holder of nominee registered shares, who wants to participate in the Extraordinary General Meeting, temporarily into the Company's shareholders' register at the latest by the time stated above and, if necessary, take care of advance voting on behalf of the nominee-registered shareholder prior to the expiry of the registration period for nominee-registered shareholders. Further information is also available on the Company's website at www.aspo.com/egm-2026.
3 Proxy representatives and powers of attorney
A shareholder may participate in the General Meeting and exercise their rights at the meeting by way of proxy representation. A proxy representative may also choose to vote in advance as described in this invitation. If the proxy representative registers electronically, the proxy representative must verify their identity in the electronic registration service with strong electronic identification, after which they can register on behalf of the shareholder they represent. The same applies to electronic advance voting.
If a shareholder participates in the Extraordinary General Meeting by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Extraordinary General Meeting.
The shareholder's proxy representative must present a dated power of attorney or otherwise provide reliable evidence that they are entitled to represent the shareholder at the General Meeting. A template proxy is available on the Company's website at www.aspo.com/egm-2026.
Any proxies are requested to be submitted primarily as an attachment in connection with the electronic registration or alternatively by mail to Innovatics Oy, Yhtiökokous / Aspo, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to egm@innovatics.fi before the end of the registration period. In addition to submitting the proxies, the shareholder or their proxy representative must ensure that they have registered for the General Meeting as described above in this invitation.
As an alternative to a traditional proxy, shareholders can use the electronic Suomi.fi proxy service to authorize a proxy representative. The proxy representative is named in the Suomi.fi service at www.suomi.fi/e-authorizations (authorization matter “Representation at the general meeting”). In the general meeting service, the proxy representative must verify their identity with strong electronic authentication when registering, after which the electronic authorization is automatically checked. Strong electronic authentication is done with bank ID or mobile certificate. More information about electronic authorization is available at www.suomi.fi/e-authorizations.
4 Voting in advance
Shareholders with a Finnish book-entry account or equity savings account may also vote in advance on agenda items 6 to 11 of the Extraordinary General Meeting during the period between 22 October 2026, at 10.00 a.m. (Finnish time) – 30 November 2026, at 4.00 p.m. (Finnish time).
Advance voting can be done in the following ways:
- on Aspo's website at www.aspo.com/egm-2026
Advance voting requires that the shareholder or their legal representative or authorized proxy representative uses strong electronic authentication with bank ID or mobile certificate.
- by submitting the advance voting form available on the Company's website or corresponding information to Innovatics Oy by mail at the following address: Innovatics Oy, Yhtiökokous / Aspo, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.
- by submitting the advance voting form available on the Company's website or corresponding information to Innovatics Oy by e-mail to egm@innovatics.fi.
The advance voting form is available on the Company's website. A possible legal representative or authorized proxy representative of a shareholder must in connection with delivering the voting form provide a dated proxy or otherwise in a reliable manner demonstrate their right to represent the shareholder at the Extraordinary General Meeting.
Advance votes must be received before the end of the advance voting period. Submitting advance votes in this manner before the end of the registration and advance voting period is considered due registration for the General Meeting, if it contains the information required for registration mentioned in section C.1 above.
It is not possible for shareholders having voted in advance to use the right to request information, the right to request a vote or to vote on a possible counterproposal as stipulated in the Finnish Companies Act unless the shareholder participates in the Extraordinary General Meeting at the meeting venue in person or by way of proxy representation.
With respect to nominee registered shareholders, the advance voting takes place through their account manager. The account manager may vote in advance on behalf of the nominee registered shareholders represented by it in accordance with the provided voting instructions during the registration period for the nominee registered shares.
The agenda items subject to advance voting are deemed to have been presented unchanged at the general meeting. The terms related to the electronic advance voting and other instructions regarding the advance voting are available on the Company's website at www.aspo.com/egm-2026.
5 Other instructions and information
The Extraordinary General Meeting will be held in Finnish.
The Extraordinary General Meeting can be followed via a webcast on the website at www.aspo.com/egm-2026. It is not possible to ask questions, make counterproposals, otherwise address the meeting, or vote via webcast, and following the meeting via webcast is not considered participation in the Extraordinary General Meeting or exercise of the shareholder rights.
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the general meeting has the right to request information with respect to matters to be handled at the meeting.
Changes in the shareholding after the record date of the Extraordinary General Meeting do not affect the right to participate in the Extraordinary General Meeting or the number of voting rights held in the Extraordinary General Meeting.
Aspo has on the date of this invitation to the Extraordinary General Meeting, on 21 October 2026, a total of 31,419,779 shares and votes. The Company holds on the date hereof a total of 81,057 treasury shares, in respect of which voting rights cannot be exercised at the Extraordinary General Meeting.
Information about parking arrangements at Finlandia Hall is available on finlandiatalo.fi/en/finlandia-hall/location-transportation/. Aspo does not pay parking fees.
In Espoo, 21 October 2026
Aspo Plc
The Board of Directors
This document is not an offer for sale of securities. The ESL Shipping Group Plc shares referred to herein have not been, and will not be, registered under the US Securities Act of 1933, as amended, and may only be offered or sold pursuant to an exemption from the registration requirements thereof. This document shall not be published or disseminated, in whole or in part, directly or indirectly, in Australia, Canada, Hongkong, Japan, New Zealand, South Africa or Singapore or any other country where publication or dissemination would be unlawful. This document is not an offer to sell or solicitation of an offer to buy securities in any such jurisdiction where such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
For more information, please contact:
Taru Uotila, Senior Vice President, Legal and Sustainability, Aspo Plc, tel. +358 40 8622 318, taru.uotila@aspo.com
DISTRIBUTION:
Nasdaq Helsinki
Key media
www.aspo.com
Aspo creates value by owning and developing business operations sustainably and in the long term. Aspo’s businesses – ESL Shipping and Telko – enable future-proof, sustainable choices for customers in various industries. Established in 1929, today we are together about 650 experts on land and at sea. While the Nordic region is our core market, we serve our customers with world-class solutions in 18 countries around Europe and parts of Asia.
Aspo is listed on Nasdaq Helsinki and is headquartered in Finland.
Aspo – Sustainable value creation
Attachment
