Authorizations
1) The Extraordinary Shareholders' Meeting held on June 8, 2009, has granted the following authorization to the Board:
Authorization to a share issue
Aspo Plc's Extraordinary Shareholders’ Meeting has on June 8, 2009, authorized the Board of Directors to decide on an issue of shares and special rights entitling to shares. A maximum of 2,600,000 shares may be issued on the basis of the authorization. The authorization will be used for a convertible capital loan directed to a limited group of investors. The authorization will not supersede the authorization to decide on a share issue given to the Board of Directors by the Annual Shareholders’ meeting on 31 March 2009. If the Board of Directors decides on a directed convertible capital loan, the members of the Board of Directors and the Company key personnel will be reserved the right to subscribe for the convertible capital loan up to a maximum total of 10% of the amount of the convertible capital loan.
2) The Annual Shareholders' Meeting held on March 31, 2009, has granted the following authorizations to the Board:
Authorization to aquire company shares
The shareholders authorized the Board to decide on the acquisition of company-held shares using the unrestricted shareholders’ equity of the company. The authorization covers a maximum of 400,000 own shares.
The shares shall be acquired through public trading, for which reason the shares are acquired otherwise than in proportion to the holdings of the shareholders and the consideration paid for the shares shall be the market price of Aspo’s share at the time of repurchase. The authorization does not exclude the Board’s right to resolve on a directed repurchase. The shares shall be acquired through public trading on NASDAQ OMX Helsinki Ltd in accordance with its rules and regulations.
The shares shall be acquired to be used to finance or carry out possible acquisitions or other arrangements, to balance the financial risk of the company’s share-ownership program or for other purposes determined by the Board.
The Board may not exercise the authorization if after the acquisition the company or its subsidiary would posses or have as a pledge more than ten (10) per cent of the company’s stock.
Authorization to a share issue
The shareholders authorized the Board to decide on a share issue, through one or several instalments, to be executed by conveying shares held by the company. An aggregate maximum amount of 1,020,000 shares may be conveyed based on the authorization. The authorization will be used for the financing or execution of corporate acquisitions or other transactions or for other purposes determined by the Board.
The authorization includes the right of the Board of Directors 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 holdings of the shareholders, in deviation from the shareholders’ pre-emptive right on the conditions provided by law.
The authorizations from March 31, 2009, are valid until the Annual Shareholders’ Meeting in 2010, but no more than 18 months from the approval at the Shareholders’ Meeting.