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Decisions of the Aspo Annual Shareholders’ Meeting

Published May 4, 2020 2:08:07 PM

Aspo Plc
Stock Exchange Release
May 4, 2020 at 2 p.m.

Decisions of the Aspo Annual Shareholders’ Meeting

The Annual Shareholders' Meeting of Aspo Plc held on May 4, 2020, approved the company's and consolidated financial statements 2019 and discharged the members of the Board of Directors and the CEO from the liability. The shareholders approved the payment of a dividend totalling EUR 0.11 per share. The dividend will be paid to shareholders who are registered in the shareholders' register maintained by Euroclear Finland Oy on the record date of May 6, 2020. The dividend is paid on May 13, 2020.

In addition, the Annual Shareholders’ Meeting authorized the Board of Directors to decide on a payment of dividend in the maximum amount of EUR 0.11 per share, through one or several installments, at a later time when Aspo can more precisely estimate the effects of COVID-19 pandemic to the company’s business. The authorization is valid until the next Annual Shareholders’ Meeting. The company will separately disclose the possible dividend decision by the Board of Directors and in the same connection confirm the appropriate record and payment dates.

The Annual Shareholders’ Meeting also approved the Company’s Remuneration Policy and the amendment to the Charter of the Shareholder’s Nomination Board, as proposed by the Board of Directors and the Nomination Board.

Board of Directors and Auditor

The meeting confirmed the number of Board members at six. Mammu Kaario, Mikael Laine, Gustav Nyberg, Salla Pöyry and Tatu Vehmas were re-elected to the Board of Directors. Heikki Westerlund was elected as a new Member of the Board. At the Board's organizing meeting held after the Annual Shareholders' Meeting, Gustav Nyberg was elected as Chairman of the Board and Mammu Kaario as Vice Chairman. At the meeting the Board decided to appoint Gustav Nyberg as Chairman of the Remuneration Committee, and Salla Pöyry and Tatu Vehmas as committee members. At the meeting the Board also decided to appoint Mammu Kaario as Chairman of the Audit Committee, and Mikael Laine, Tatu Vehmas and Heikki Westerlund as committee members.

The Authorized Public Accountant firm Deloitte Oy was elected as company auditor. Deloitte Oy has announced that Jukka Vattulainen, APA, will act as the auditor in charge. The remuneration shall be paid to the auditor according to the accepted invoice.

Remuneration of the members of the Board of Directors and the Committees

The shareholders approved that EUR 5,400 be paid per month for the Chairman of the Board of Directors, EUR 4,050 per month for the Vice Chairman and EUR 2,700 per month for the other members of the Board of Directors.

The Shareholders' Meeting approved that the following remuneration be paid to the members of the Audit Committee as well as to the members of the Remuneration Committee. The shareholders approved that EUR 1,050 per meeting be paid for the Chairman of the committee and EUR 700 per meeting be paid for the committee members. If the Chairman of the committee is also the Chairman or the Vice Chairman of the Board of Directors, the fee paid to the Chairman of the committee is the same as that paid to members of the committee.

Board members having a full-time position in an Aspo Group company are not paid a fee.

Authorization of the Board of Directors to decide on the acquisition of treasury shares

As proposed by the Board of Directors, the Annual Shareholders’ Meeting authorized the Board of Directors to decide on the acquisition of no more than 500,000 of the treasury shares. The authorization includes the right to accept treasury shares as a pledge. The authorization is valid until the Annual Shareholders’ Meeting in 2021 but not more than 18 months from the approval at the Shareholders’ Meeting.

Authorization of the Board of Directors to decide on a share issue of treasury shares

As proposed by the Board of Directors, the Annual Shareholders´ Meeting authorized the Board of Directors to decide on a share issue, through one or several installments, to be executed by conveying treasury shares. An aggregate maximum amount of 900,000 shares may be conveyed based on the authorization. The authorization is valid until the Annual Shareholders’ Meeting in 2021 but not more than 18 months from the approval at the Shareholders’ Meeting.

Authorization of the Board of Directors to decide on a share issue of new shares

As proposed by the Board of Directors, the Annual Shareholders’ Meeting authorized the Board of Directors to decide on a share issue of new shares against payment. The authorization includes the right of the Board of Directors to decide on all of the other 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 the company to do so. The total number of new shares to be offered for subscription may not exceed 1,500,000. The authorization is valid until the Annual Shareholders’ Meeting in 2021 but not more than 18 months from the approval at the Shareholders’ Meeting.


ASPO Plc

Aki Ojanen
CEO

Further information:
Aki Ojanen, CEO, +358 400 106 592, aki.ojanen@aspo.com

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www.aspo.com

Aspo is a conglomerate that owns and develops business operations in Northern Europe and growth markets, focusing on demanding B2B customers. The aim of our strong corporate brands – ESL Shipping, Leipurin and Telko– is to be the market leaders in their sectors. They are responsible for their own operations, customer relationships, and their development. Together they generate Aspo’s goodwill.