Aspo Plc
Decisions of general meeting
April 4, 2023, at 1.30 p.m.
Resolutions of the Aspo Annual Shareholders’ Meeting
The Annual Shareholders' Meeting of Aspo Plc was held today on April 4, 2023, in Helsinki. The Annual Shareholders' Meeting of Aspo Plc approved the company's and consolidated financial statements 2022 and discharged the members of the Board of Directors and the CEO from the liability. The Annual Shareholders’ meeting approved the payment of a dividend totaling EUR 0.23 per share. The record date for the dividend will be April 6, 2023 and the payment date will be April 17, 2023.
Furthermore, the Annual Shareholders’ Meeting authorized the Board of Directors to decide on another dividend distribution in the maximum amount of EUR 0.23 per share at a later date. The authorization is valid until the next Annual Shareholders’ Meeting. The Board of Directors will decide in its meeting agreed to be held on November 1, 2023, of the second dividend distribution, an aggregate maximum of EUR 0.23 per share, which would be paid in November 2023 to shareholders who are registered in the shareholders’ register maintained by Euroclear Finland Oy on the record date.
The Annual Shareholders’ Meeting also adopted the Company’s Remuneration Report and Remuneration Policy, as proposed by the Board of Directors.
Board of Directors and Auditor
The meeting confirmed the number of Board members at seven. Patricia Allam, Tapio Kolunsarka, Mikael Laine, Salla Pöyry, Tatu Vehmas and Heikki Westerlund were re-elected to the Board of Directors. Kaarina Ståhlberg was elected as a new member of the Board. At the Board's organizing meeting held after the Annual Shareholders' Meeting, Heikki Westerlund was elected as Chairman of the Board and Mikael Laine as Vice Chairman. At the meeting the Board decided to appoint Heikki Westerlund as Chair of the Human Resources and Remuneration Committee, and Tapio Kolunsarka, Salla Pöyry and Tatu Vehmas as committee members. At the meeting the Board also decided to appoint Kaarina Ståhlberg as Chair of the Audit Committee, and Patricia Allam, Mikael Laine and Tatu Vehmas as committee members.
The Authorized Public Accountant firm Deloitte Oy was re-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 Annual Shareholders' Meeting approved that EUR 6,000 be paid per month for the Chairman of the Board of Directors, EUR 4,400 per month for the Vice Chairman and EUR 3,000 per month for the other members of the Board of Directors.
The Annual 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 1,200 per meeting be paid for the Chairman of the committee and EUR 800 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.
Resolution on amending rules of procedure of the Shareholders’ Nomination Board
The Annual Shareholders’ Meeting approved the Shareholders’ Nomination Board’s proposal for a change in its rules of procedure. According to the approval, members of the Shareholders’ Nomination Board will now be selected based on the list of shareholders dated May 31, while the date had previously been August 31.
Resolution on amending the Articles of Association
The Annual Shareholders’ Meeting approved the 10 § of the Company’s Articles of Association to be amended to enable holding a general meeting of shareholders also entirely without a meeting venue as a so-called remote meeting.
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 2024 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 2,500,000 shares may be conveyed based on the authorization. The authorization is valid until the Annual Shareholders’ Meeting in 2024 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 for consideration, or on a share issue without consideration for the Company itself. 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 2,500,000. The authorization is valid until the Annual Shareholders’ Meeting in 2024 but not more than 18 months from the approval at the Shareholders’ Meeting.
Authorization of the Board of Directors to decide on charitable contributions
As proposed by the Board of Directors, the Annual Shareholders’ Meeting authorized the Board of Directors to decide on contributions in the total maximum amount of EUR 100,000 for charitable or similar purposes, and to decide on the recipients, purposes and other terms of the contributions. The authorization is valid until the Annual Shareholders’ Meeting in 2024.
Aspo Plc
Rolf Jansson
CEO
Further information:
Rolf Jansson, CEO, +358 400 600 264, rolf.jansson@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. Our companies aim to be market leaders in their sectors. They are responsible for their own operations, customer relationships and the development of these aiming to be forerunners in sustainability. Aspo supports its businesses profitability and growth with the right capabilities. Aspo Group has businesses in 18 different countries, and it employs a total of approximately 950 professionals.