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2011-04-05 12:30:09 CEST 2011-04-05 12:30:53 CEST REGULATED INFORMATION Aspo - Decisions of general meetingDECISIONS OF THE ASPO ANNUAL SHAREHOLDERS' MEETINGAspo Plc STOCK EXCHANGE RELEASE April 5, 2011, at 13:30 The Annual Shareholders' Meeting of Aspo Plc on April 5, 2011, approved the parent company's and consolidated financial statements and discharged the members of the Board of Directors and the CEO from the liability for fiscal 2010. The shareholders approved the payment of a dividend totaling EUR 0.42 per share. The record date will be April 8, 2011, and the dividend will be paid on April 15, 2011. Board of Directors and Auditor The meeting confirmed the number of Board members at six. Matti Arteva, Esa Karppinen, Roberto Lencioni, Gustav Nyberg, Kristina Pentti-von Walzel and Risto Salo were re-elected to the Board of Directors. At the Boards' organizing meeting held after the Annual Shareholders' Meeting, Gustav Nyberg was elected to carry on as Chairman of the Board and Matti Arteva as Vice-Chairman. At the meeting the Board also decided to re-appoint Roberto Lencioni Chairman of the Audit Committee and Kristina Pentti-von Walzel and Risto Salo as committee members. The authorized public accounting firm PricewaterhouseCoopers Oy will continue as company auditor. Remuneration of the members of the Board of Directors and the Audit Committee The shareholders approved that EUR 15,500 be paid per month to the chairman of the Board of Directors, EUR 3,600 per month to the Vice-Chairman and EUR 2,400 per month to the other members of the Board of Directors. Board members having a full-time position in an Aspo Group company are not paid a fee. Authorization of the Board to decide on the acquisition of company-held shares The shareholders authorized the Board to decide on the acquisition of no more than 500,000 company-held shares using the unrestricted shareholders' equity of the company. 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 the 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 to be used for financing or execution of corporate acquisitions or other transactions, for execution of the company's share- ownership program or for other purposes determined by the Board. The Board may not exercise the authorization to acquire company-held shares 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. The authorization is valid until the Annual Shareholders' Meeting in 2012, but no more than 18 months from the approval at the Shareholders' Meeting. Authorization of the Board to decide on a share issue of the company-held shares The shareholders authorized the Board to decide on a share issue, through one or several installments, to be executed by conveying the company-held shares. An aggregate maximum amount of 754,233 shares may be conveyed based on the authorization. The authorization will be used for the financing or execution of corporate acquisitions or other transactions, the execution of the company's share-ownership program 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 authorization is valid until the Annual Shareholders' Meeting in 2012, but no more than 18 months from the approval at the Shareholders' Meeting. Authorization of the Board to decide on a rights issue The shareholders authorized the Board to decide on a rights issue for consideration, whereby shareholders have the right to subscribe for new Aspo shares in proportion to their previous shareholdings. The total number of new shares to be offered for subscription may not exceed 5,500,000. The Annual Shareholders' Meeting authorized the Board to specify other terms and conditions governing such a rights issue. The authorization is valid until the Annual Shareholders' Meeting in 2012 but not more than 18 months from the approval at the Shareholders' Meeting. This authorization does not invalidate the Board authorization to decide on a share issue related to the transfer of the company-held shares. Helsinki April 5, 2011 ASPO Plc Aki Ojanen CEO Further information: CEO Aki Ojanen, Aspo Plc, +358 9 5211, +358 400 106 592,aki.ojanen@aspo.com Distribution: NASDAQ OMX Helsinki Key Media www.aspo.com Aspo is a conglomerate that owns and develops business operations in Northern Europe and growth markets focusing on demanding B-to-B customers. Our strong company brands - ESL Shipping, Leipurin, Telko and Kaukomarkkinat - aim to be the market leaders in their sectors. They are responsible for their own operations, customer relationships and the development of these. Together they generate Aspo's goodwill. Aspo's Group structure and business operations are continually developed without any predefined schedules. [HUG#1503381] |
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