DECISIONS OF THE ASPO PLC ANNUAL SHAREHOLDERS' MEETING
2004-04-01T16:01:15 CETThe Annual Shareholders' Meeting of Aspo Plc approved today the financial statement for 2003 and decided that a dividend of EUR 1.40 per share be distributed in accordance with the Board's proposal. The shareholders approved the Board's proposals for the issuance of convertible capital notes and acquisition and disposal of the Company's own shares.
The shareholders approved the parent and consolidated financial statements for 2003. The Board Members and CEO were discharged from liability for the financial year 2003. Retiring executives Matti Arteva and Kari Haavisto were re-elected to the Board. Mr. Kari Stadigh and Mr. Roberto Lencioni will continue as Board Members. Mr. Kari Stadigh will carry on as Chairman of the Board and Mr. Matti Arteva as Vice-Chairman. The authorized public accounting firm PricewaterhouseCoopers Oy was appointed as the auditor of the company.
The Annual Shareholders' Meeting approved the payment of a dividend totaling EUR 0.50 per share and a surplus dividend of EUR 0.90 per share on 8,550,721 shares outstanding. This brings the total dividend to EUR 1.40 for each share, or a total of EUR 11,971,009.40. A sum of EUR 1,216,452.54 will be held in the retained earnings account. The record date for the dividend is April 6, 2004, and the dividend will be paid on April 15, 2004.
CONVERTIBLE CAPITAL NOTES 2004
The shareholders approved the Board of Directors' proposal for the issuance of Convertible Capital Notes (Notes). The maximum amount of the Notes will be EUR 20,000,000 and the minimum amount of a subscription will be EUR 10,000. The annual fixed interest to be paid on the Notes will be five (5) percent and they will have a five year maturity. The Notes will be offered for subscription to the public, with a deviation from the shareholders' pre-emptive subscription rights.
The period for taking subscription offers will commence on April 26, 2004 and end on May 7, 2004 unless the offer period is terminated earlier. Subscription offers will be taken at OKO Bank, Dept Capital & Treasury Markets and on the internet pages www.osuuspankki.fi/merkinta. Subscribers making subscriptions on the internet pages must have an internet service contract with the cooperative bank belonging to the OKO Bank Group.
The Notes prospectus will be published and announced on April 22, 2004.
AUTHORIZATION TO ACQUIRE COMPANY SHARES
The shareholders approved the Board's proposal to 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 re-structuring 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 the Company's own shares covers a maximum of 427,536 shares with a book value of EUR 2 per share.
The shares will be acquired through public trading on the Helsinki Stock Exchange at the current market price at the point of the 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 Shareholders' Meeting.
AUTHORIZATION FOR DISPOSAL OF ACQUIRED SHARES
The shareholders authorized the Board to decide on the disposal of a total maximum amount of 427,536 repurchased shares as follows:
The Board was authorized to decide on to whom and in which order the shares will be conveyed. The Board is entitled to deviate from the shareholders' right of pre-emption provided that there are solid financial reasons of the company to do so. The authorization excluded, 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.
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.
The shares will be sold for at least the market price quoted in the public trading on the Helsinki Stock Exchange at the point of disposal. The authorization also includes a condition that payment for the shares can be accepted in other forms than cash.
The authorization remains valid for one year from the date of approval at the Annual Shareholders' Meeting.
MODIFICATION TO THE ARTICLES OF ASSOCIATION
The Annual Shareholders' Meeting approved a change to Article 6 of the Articles of Association as follows:
"The Board shall consist of no fewer than four (4) 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 shareholders' meeting which next follows the election."
SUBSIDIARY BOARDS
The Annual Shareholders' Meetings of the main Aspo subsidiaries were held on April 1, 2004. At the Annual Shareholders' Meeting of Aspokem Ltd Mr. Gustav Nyberg was elected as Chairman, Mr. Roberto Lencioni and Mr. Juhani Sammasmaa as Board Members. The shareholders of ESL Shipping Oy elected Mr. Gustav Nyberg as Chairman of the Board, Mr. Roberto Lencioni, Mr. Thomas Alopaeus and Mr. Max Söderberg as Board Members. At the Autotank Ltd Annual Shareholders' Meeting Mr. Gustav Nyberg was elected as Chairman, Mr. Roberto Lencioni, Mr. Berndt Karsten and Mr. Paul Johnson as Board Members.
ASPO Plc
Gustav Nyberg
CEO
For more information contact CEO Gustav Nyberg
at +358 9 7595 256 or +358 40 503 6420, gustav.nyberg@aspo.fi