Aspo - Decisions of general meeting

Resolutions of the Aspo Annual Shareholders' Meeting

Aspo Plc
Decisions of general meeting
April 12, 2024, at 1.00 p.m.

Resolutions of the Aspo Annual Shareholders’ Meeting

The Annual Shareholders' Meeting of Aspo Plc was held today on April 12, 2024, in Helsinki. The Annual Shareholders' Meeting of Aspo Plc approved the company's and consolidated financial statements 2023 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 0.24 per share. The record date for the dividend will be April 16, 2024 and the payment date will be April 23, 2024.

Furthermore, the Annual Shareholders’ Meeting authorized the Board of Directors to decide on a possible distribution of capital from the invested unrestricted equity fund in the maximum amount of EUR 0.23 per share on a later date, if aligned with the growth strategy and considering the long-term benefit of Aspo’s shareholders. The authorization is valid until the next Annual Shareholders’ Meeting.

The Annual Shareholders’ Meeting also approved the Company’s Remuneration Report, as proposed by the Board of Directors.

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 of Directors, Auditor and the Sustainability Reporting Assurance Provider

The meeting confirmed the number of Board members at seven. Patricia Allam, Tapio Kolunsarka, Mikael Laine, Kaarina Ståhlberg, Tatu Vehmas and Heikki Westerlund were re-elected to the Board of Directors. Annika Ekman 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 Patricia Allam, Tapio Kolunsarka, and Tatu Vehmas as committee members. At the meeting the Board also decided to appoint Kaarina Ståhlberg as Chair of the Audit Committee, and Annika Ekman, 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 auditor will also act as the Company’s sustainability reporting assurance provider. The remuneration shall be paid to the auditor and sustainability reporting assurance provider according to an invoice approved by the Company.

Resolution on amending the Articles of Association

The Annual Shareholders’ Meeting approved the following amendments of the Company’s Articles of Association:

• 1 § of the Company’s Articles of Association was amended so that the domicile of the Company is Espoo
  
• 10 § of the Company’s Articles of Association was amended to enable holding a general meeting in Helsinki, Espoo or Vantaa in addition to the domicile of the Company
  
• 11 § of the Company’s Articles of Association was amended so that the Annual Shareholders’ Meeting shall, in addition to the matters set out in 11 § of the Articles of Association currently in force, decide on the compensation and election of the sustainability reporting assurance provider, the remuneration policy when necessary and the approval of the remuneration report
  
  

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 treasury shares using the unrestricted equity of the Company representing about 1.6% of all the shares in the Company. The authorization includes the right to accept treasury shares as a pledge. The authorization is valid until the Annual Shareholders’ Meeting in 2025 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 2025 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 through one or several instalments. 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 is a maximum of 2,500,000 in total. The authorization is proposed to be valid until the Annual Shareholders’ Meeting in 2025, however no more than 18 months from the approval at the Annual 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 2025.

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 13 different countries, and it employs a total of approximately 700 professionals.

Attachment

• 2024_04_12_Resolutions of the Aspo Annual Shareholders Meeting

Attachments:

2024_04_12_Resolutions of the Aspo Annual Shareholders Meeting.pdf