2016-03-14 13:13:10 CET

2016-03-14 13:13:10 CET


REGULATED INFORMATION

English Finnish
Aspo - Notice to general meeting

Invitation to the Aspo Annual Shareholders' Meeting


ASPO Plc             STOCK EXCHANGE BULLETIN   March 14, 2016 at 16:00


INVITATION TO THE ASPO ANNUAL SHAREHOLDERS' MEETING

The shareholders of Aspo Plc are invited to attend the Annual Shareholders'
Meeting to be held on Thursday, April 7, 2016, at 10.00 a.m. at the Marina
Congress Center, Katajanokanlaituri 6, FI-00160 Helsinki, Finland. Reception of
registered participants will start at the venue of the meeting at 9.00 a.m.

MATTERS ON THE AGENDA OF THE ANNUAL SHAREHOLDERS' MEETING


1.    Opening of the meeting
2.   Calling the meeting to order
3.    Election  of persons to confirm the  minutes and to supervise the counting
of votes
4.    Recording the legality of the meeting
5.    Recording the attendance at the meeting and adopting the list of votes
6.    Presentation   of   the   financial   statements,  consolidated  financial
statements,  the report of the  Board of Directors and  the auditor's report for
the year 2015
CEO's review

7.  Adoption   of  the  financial  statements  and  the  consolidated  financial
statements
8.  Resolution  on the  use of  the profit  shown on  the balance  sheet and the
payment of dividend
The Board of Directors proposes that for financial year 2015, a dividend of EUR
0.41 per share be paid and that no dividend be paid on the treasury shares held
by Aspo or its Group companies. The dividend will be paid to shareholders
registered in the shareholder register of the company maintained by Euroclear
Finland Ltd on the record date, April 11, 2016. The Board of Directors proposes
that the dividend be paid on April 18, 2016.
9. Resolution  on the  discharge of  liability to  the members  of the  Board of
Directors and the CEO
10. Resolution  on the remuneration of the members of the Board of Directors and
the Audit Committee
Shareholders representing a total of more than 30% of all the votes in the
company propose that the compensations for the members of the Board of Directors
and the members of the Audit Committee remain unchanged. It is proposed that a
remuneration of EUR 15,500 per month be paid to the Chairman of the Board of
Directors, EUR 3,600 per month to the Vice Chairman, EUR 2,400 per month to the
other members of the Board of Directors and EUR 700 per meeting to the members
of the Audit Committee. Board members having a full-time position in an Aspo
Group company are not paid a fee.

11.  Resolution on the number of members of the Board of Directors
Shareholders  representing a  total of  more than  30% of all  the votes  in the
company propose that six board members be elected.
12.  Election of the members of the Board of Directors

Shareholders representing a total of more than 30% of all the votes in the
company propose that the current board members Mammu Kaario, Roberto Lencioni,
Gustav Nyberg and Risto Salo be re-elected as members of the Board and Mikael
Laine and Salla Pöyry as the new members of the Board until the following Annual
Shareholders' Meeting.

Consents to the appointments have been received from all proposed board members.
The proposed board members have informed the company that, in the event they are
elected, they intend to elect Gustav Nyberg as Chairman of the Board and Roberto
Lencioni as Vice Chairman of the Board.

13.  Shareholders' Nomination Board
The  Board of Directors proposes that  the Annual Shareholders' Meeting resolves
to  establish a permanent Shareholders' Nomination Board to prepare proposals to
the  Annual  Shareholders'  Meeting  for  the  election  and remuneration of the
members  of the Board of Directors and the remuneration of the Board committees.
In addition, the Board proposes the adoption of the charter of the Shareholders'
Nomination Board.

According to the proposal, the Nomination Board comprises representatives of the
four largest shareholders of the company and, in addition, the Chairman of the
company's Board as an expert member. The right to nominate the shareholder
representatives lies with those four shareholders whose share of all the voting
rights in the company is the largest on August 31 of the calendar year preceding
the Annual Shareholders' Meeting. However, holdings by a shareholder who, under
the Finnish Securities Market Act, has the obligation to disclose its
shareholdings (flagging obligation) that are divided into several funds or
registers, will be summed up when calculating the share of all the voting
rights, provided that such shareholder presents a written request to that effect
to the Chairman of the company's Board of Directors no later than on August 30
of the calendar year preceding the Annual Shareholders' Meeting. Should a
shareholder not wish to use its nomination right, the right transfers to the
next largest shareholder.

The Chairman of the Board of Directors convenes the first meeting of the
Nomination Board and the Nomination Board elects a Chairman from among its
members. The Nomination Board shall submit its proposals to the Board of
Directors annually, latest on January 1 preceding the next Annual Shareholders'
Meeting.

At the date of this invitation several members of the Vehmas family and several
members of the Nyberg family (including Oy Havsudden Ab) belong to the major
shareholders of the company. These members of the aforementioned owner families
have, both families on their own part, announced the company that they shall
name a maximum of one ordinary member to the Shareholders Nomination Board if
the Annual Shareholders' Meeting 2016 shall decide on the establishment of a
Shareholders Nomination Board and accept the presented charter of the Nomination
Board. The announcements shall apply in a situation where there is more than one
member of such a family in the four major shareholders of Aspo Plc. In that
case, the right to name a member to the Shareholders Nomination Board belongs to
the family member who holds the most shares of the company, and other members
shall not utilize their right. The announcements are valid until further notice.

14.  Resolution on the remuneration of the auditor

The Audit Committee of the Board of Directors proposes that remuneration be paid
to the auditor according to a reasonable accepted invoice.

15.  Election of the auditor

The Audit Committee of the Board of Directors proposes that Ernst & Young Oy be
elected as the company's auditor until the following Annual Shareholders'
Meeting. Ernst & Young Oy has announced that Harri Pärssinen, APA, will act as
the auditor in charge.

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

The Board of Directors proposes that the Annual Shareholders' Meeting authorize
the Board of Directors to decide on the acquisition of no more than 500,000 of
the 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 shares shall be acquired through public trading, for which reason the shares
are acquired otherwise than in proportion to the share ownership of the
shareholders and the consideration paid for the shares shall be the market price
of the Aspo's share in public trading at Nasdaq Helsinki Ltd at the time of the
acquisition. Shares may also be acquired outside public trading for a price
which at most corresponds to the market price in public trading at the time of
the acquisition.  In connection with the acquisition of the treasury shares,
derivative, share lending, or other agreements that are normal within the
framework of capital markets may take place in accordance with legislative and
regulatory requirements.

The authorization includes the Board's right to resolve on a directed repurchase
or the acceptance of shares as a pledge, if there is a compelling financial
reason for the company to do so as provided for in Chapter 15, section 6 of the
Finnish Limited Liability Companies Act. The shares shall be acquired to be used
for the financing or execution of corporate acquisitions or other transactions,
for execution of the company's share-ownership programs or for other purposes
determined by the Board.

The decision to acquire or redeem treasury shares or to accept them as pledge
shall not be made so that the shares of the company in the possession of, or
held as pledges by the company and its subsidiaries would exceed 10% of all
shares. The authorization is proposed to be valid until the Annual Shareholders'
Meeting in 2017 but not more than 18 months from the approval at the
Shareholders' Meeting.

The Board of Directors shall decide on any other matters related to the
acquisition of treasury shares and/or accepting them as a pledge.

If approved, the authorization will supersede the authorization for the
acquisition of treasury shares and/or accepting them as a pledge which was
granted to the Board of Directors by the Annual Shareholders' Meeting on April
9, 2015.

17.  Closing of the meeting


ANNUAL SHAREHOLDERS' MEETING DOCUMENTS

The aforementioned proposals of the Board of Directors and the Audit Committee,
this invitation to the meeting as well as the consolidated financial statements,
the report of the Board of Directors and the auditor's report will be on view on
Aspo Plc's website at www.aspo.fi on March 17, 2016, at the latest. These
documents will also be available at the Annual Shareholders' Meeting and copies
of them will be sent to shareholders upon request.

INSTRUCTIONS FOR PARTICIPANTS TO THE MEETING

The right to participate and registration

The right to attend to the Annual Shareholders' Meeting is restricted to those
shareholders who, on the record date March 24, 2016, are recorded as
shareholders in the company's shareholder register held by Euroclear Finland
Ltd. A shareholder whose shares have been entered into his/her personal Finnish
book-entry account is registered into the company's shareholder register.
Changes that take place in shareholdings after the record date set for the
Annual Shareholders' Meeting will not affect a shareholder's right to attend the
Annual Shareholders' Meeting or exercise his/her voting rights.

Shareholders wishing to attend the Annual Shareholders' Meeting must notify the
company on Monday, April 4, 2016, by 16.00 p.m. at the latest either

  * through Aspo's website www.aspo.com
  * by email to ilmoittautuminen@aspo.com
  * by telephone to +358 20 770 6887
  * by telefax to +358 9 521 4999 or
  * in writing to the address: Aspo Plc, P.O. Box 70, FI-00501 Helsinki, Finland

In connection with the registration a shareholder shall give his/her name,
personal ID, telephone number, and the name of a possible accompanying assistant
or proxy representative and the personal ID of a proxy representative. The
personal information is used only in connection with the Annual Shareholders'
Meeting and with the processing of related registrations.

A shareholder attending the Annual Shareholders' Meeting has the right to
request information with respect to the matters to be considered at the meeting
in accordance with Chapter 5, section 25 of the Finnish Limited Liability
Companies Act.

Proxy representative and power of attorney

A shareholder may participate in the Annual Shareholders' Meeting and exercise
his/her rights at the meeting by way of proxy representation.

A proxy representative shall produce a dated proxy document or otherwise in a
reliable manner demonstrate his/her right to represent the shareholder at the
Annual Shareholders' Meeting. When a shareholder participates in the Annual
Shareholders' Meeting by means of several proxy representatives representing the
shareholder with shares at different securities accounts, the shares represented
by each proxy representative shall be identified in connection with the
registration for the Annual Shareholders' Meeting.

Possible proxy documents should be delivered in originals to Aspo Plc, P.O. Box
70, FI-00501 Helsinki, Finland, before the last date for registration.

Holder of a nominee registered share

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the shareholders' register
of the company, the issuing of proxy documents and registration for the Annual
Shareholders' Meeting from his/her custodian bank. The account management
organization of the custodian bank will register a holder of nominee registered
shares, who wants to participate in the Annual Shareholders' Meeting, to be
temporarily entered into the shareholders' register of the company on April
4, 2016 by 10.00 a.m. at the latest. With respect to nominee registered shares
the temporary entry into the shareholders' register is considered as
registration for the Shareholders' Meeting.

A holder of nominee registered shares has the right to participate in the Annual
Shareholders' Meeting by virtue of such shares, based on which he/she on the
record date March 24, 2016 would be entitled to be registered in the
shareholders' register.


Other information

Aspo Plc has on the date of this invitation to the Annual Shareholders' Meeting,
on March 14, 2016, a total of 30,975,524 shares and votes.

Helsinki, March 14, 2016

ASPO Plc

Board of Directors


Further information:
Aki Ojanen, CEO of Aspo Plc, tel. +358 9 521 4010, +358 400 106 592,
aki.ojanen@aspo.com

Distribution:
Nasdaq 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.








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