Aspo Plc
Stock exchange release
March 21, 2024 at 10 a.m.
Invitation to Aspo's Annual Shareholders' Meeting
The shareholders of Aspo Plc are invited to attend the Annual Shareholders'
Meeting to be held on Friday, April 12, 2024, at 10.00 a.m. at Pörssitalo,
Fabianinkatu 14, FI-00100 Helsinki, Finland. The reception of persons who have
registered for the meeting and the distribution of voting tickets will commence
at the meeting venue at 9.00 a.m.
Shareholders may also exercise their voting rights by voting in advance.
Instructions for advance voting are presented in this invitation under section
C.
The Annual Shareholder's Meeting can be followed via a webcast on the website at
www.aspo.com/shareholdersmeeting. It is not possible to ask questions, make
counterproposals, otherwise address the meeting, or vote via webcast, and
following the meeting via webcast is not considered participation in the Annual
Shareholders' Meeting or exercise of the shareholder rights.
A. 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 Management Report and the Auditor's report for the year 2023
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
authorization of the Board of Directors to decide on the return of capital
The Board of Directors proposes that EUR 0.24 per share be distributed in dividends for the 2023 financial year. On December 31, 2023, the parent company's distributable funds totaled EUR 30,362,002.30, with the profit for the
financial year totaling EUR 1,468,907.45.
The dividend of EUR 0.24 per share will be paid to shareholders who are registered in the shareholders' register maintained by Euroclear Finland Oy on the record date of April 16, 2024. The Board of Directors proposes that the dividend be paid on April 23, 2024.
In addition, the Board of Directors proposes that the Annual Shareholders' Meeting authorizes 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 funds in the invested unrestricted equity reserve amounted to EUR 21,150,592.47.
If the maximum amount is distributed, a total maximum of EUR 0.47 (0.46) per share would be distributed in dividends and return of capital for the 2023
financial year. The authorization would be valid until the next Annual Shareholders' Meeting.
Before the Board of Directors decides on the distribution of the return of capital based on the authorization of the Annual Shareholders' Meeting, it must assess, as required in the Finnish Companies Act, whether the company's liquidity and/or financial position has changed after the decision was made at the Annual Shareholders' Meeting so that the prerequisites for the distribution of funds stipulated in the Finnish Companies Act are no longer fulfilled. The fulfilment of the prerequisites stipulated in the Finnish Companies Act is a requirement for deciding on the distribution of the return of capital.
9. Resolution on the discharge of liability to the members of the Board of
Directors and the CEO for the financial year January 1, 2023 - December 31, 2023
10. Consideration of the Remuneration Report
The Board of Directors proposes that the Annual Shareholders' Meeting approves
the Remuneration Report. The resolution is an advisory resolution. The
Remuneration Report is available on the Company's website at
www.aspo.com/shareholdersmeeting.
11. Resolution on the remuneration of the members of the Board of Directors
and committees
The Shareholders' Nomination Board proposes that the monthly fees paid to the
Board members remain unchanged and would be as follows:
? Members of the Board of Directors: EUR 3,000 per month
? Vice Chairman of the Board of Directors: EUR 4,400 per month
? Chairman of the Board of Directors: EUR 6,000 per month
The Shareholders' Nomination Board further proposes that the meeting fees paid
to members of the committees and chairs of the committees remain unchanged and
would be as follows:
a meeting fee of EUR 800 per meeting to members of the committees and a meeting
fee of EUR 1,200 per meeting to chairs of the committees. If the chair of a
committee is also the Chair or the Vice Chair of the Board of Directors, the fee
paid to the chair of the committee is proposed to be 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.
12. Resolution on the number of members of the Board of Directors
The Shareholders' Nomination Board proposes that the Board of Directors will
have seven (7) members.
13. Election of the members of the Board of Directors
The Shareholders' Nomination Board proposes that Patricia Allam, Tapio
Kolunsarka, Mikael Laine, Kaarina Ståhlberg, Tatu Vehmas and Heikki Westerlund,
current members of the Company's Board of Directors, be re-elected as members of
the Board of Directors for the term closing at the end of the 2025 Annual
Shareholders' Meeting, and that Annika Ekman be elected as a new member of the
Board of Directors. Further information on the proposed members of the Board of
Directors is available on the Aspo Plc's website at
www.aspo.com/shareholdersmeeting (http://www.aspo.com/shareholdersmeeting).
Salla Pöyry has informed that she is not available for re-election.
All proposed members of the Board of Directors are independent from the Company
and its significant shareholders, excluding Patricia Allam and Tatu Vehmas, who
are considered to be dependent on the significant shareholders of the Company.
All of the aforementioned individuals proposed as members of the Board of
Directors have given their consent to their appointment. The members of the
Board of Directors elect a Chairman and a Vice Chairman from among its members.
The proposed individuals have announced to the Company that if they are elected,
they will elect Heikki Westerlund as the Chairman of the Board of Directors and
Mikael Laine as the Vice Chairman of the Board of Directors.
With regard to the procedure for the selection of the members of the Board of
Directors, the Shareholders' Nomination Board recommends that the shareholders
give their view on the proposal as a whole at the Annual Shareholders' Meeting.
The Shareholders' Nomination Board has estimated that in addition to the
qualifications of the individual candidates for the Board of Directors, the
proposed Board of Directors as a whole provides excellent competence and
experience for the Company and that the composition of the Board of Directors
also meets other requirements set for a listed company by the Corporate
Governance Code.
14. Resolution on the Remuneration of the Auditor and the Sustainability
Reporting Assurance Provider
In accordance with the Audit Committee's recommendation, the Board of Directors
proposes that remuneration be paid to the auditor according to an invoice
approved by the Company. Furthermore, in accordance with the Audit Committee's
recommendation, the Board of Directors proposes that the remuneration be paid to
the sustainability reporting assurance provider according to an invoice approved
by the Company.
15. Election of the Auditor and the Sustainability Reporting Assurance
Provider
In accordance with the Audit Committee's recommendation, the Board of Directors
proposes that Deloitte Oy be elected as the Company's auditor until the
following Annual Shareholders' Meeting. Deloitte Oy has announced that Jukka
Vattulainen, APA, would act as the auditor in charge. In accordance with the
transitional provisions of the amended Finnish Companies Act (1252/2023) the
auditor would also act as the Company's sustainability reporting assurance
provider.
16. Resolution on amending the Articles of Association
The Board of Directors proposes that 1 § of the Company's Articles of
Association be amended so that the domicile of the Company is Espoo. The amended
paragraph of the Articles of Association would read as follows:
''1 §
The trade name of the company is Aspo Oyj, in English Aspo Plc and in Swedish Aspo Abp.The domicile of the company is Espoo.''
In addition, the Board of Directors proposes that 10 § of the Company's Articles
of Association be amended to enable holding a general meeting in Helsinki, Espoo
or Vantaa in addition to the domicile of the Company. The amended paragraph of
the Articles of Association would read as follows:
"10 §
Notice of the Annual Shareholders' Meeting shall be published in a stock
exchange release and on the company's website not earlier than two months and
not later than twenty-one (21) days prior to the meeting, however, at least nine
(9) days prior to the record date for the shareholders' meeting. In addition,
the Board of Directors may at their discretion decide to announce about the
shareholders' meeting in one or several newspapers.
The general meeting may be held in Helsinki, Espoo, or Vantaa. The Board of
Directors may decide that the general meeting is held without a meeting venue
whereby the shareholders have the right to exercise their power of decision in
full in real time during the meeting using telecommunication connection and
technical means (remote meeting)."
In addition, the Board of Directors proposes that 11 § of the Company's Articles
of Association be 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. The amended paragraph of the Articles of
Association would read as follows:
''11 §
At the Annual Shareholders´ Meeting it must be
presented:
1. the financial statements, and
2. the auditor's report,
resolved:
3. the adoption of financial statements including the Group financial
statements,
4. the measures warranted by the profit shown on the adopted balance sheet,
5. discharging the members of the Board of Directors and the Chief Executive
Officer,
6. the compensation of the members of the Board of Directors, the auditor and
the sustainability reporting assurance provider,
7. the number of members of the Board of Directors,
8. the remuneration policy, when necessary,
9. the approval of the remuneration report, and
10. any other business specifically indicated in the notice of the meeting,
elected:
11. new members of the Board of Directors,
12. the auditor, and
13. the sustainability reporting assurance provider.''
17. 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
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 Companies Act. The shares shall be acquired to be used for the financing
or execution of possible 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 the
shares in the Company. 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.
The Board of Directors shall decide on any other terms and conditions related to
the acquisition of treasury shares and/or accepting them as a pledge.
18. Authorization of the Board of Directors to decide on a share issue of
treasury shares
The Board of Directors proposes that the Annual Shareholders´ Meeting authorize
the Board of Directors to decide on a share issue, through one or several
instalments, 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 proposed to be used for the financing or execution of possible
corporate acquisitions or other transactions, for execution of the Company's
share-ownership program or for other purposes determined by the Board.
The authorization is proposed to include 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 share ownership
of the shareholders, in deviation from the shareholders' pre-emptive right, if a
compelling financial reason exists for the Company to do so. 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.
Treasury shares may be transferred either against or without payment. Under the
Finnish Companies Act, a directed share issue may only be carried out without
payment, if there is an especially compelling reason for the same, both for the
Company and in regard to the interests of all shareholders in the Company.
19. Authorization of the Board of Directors to decide on a share issue of new
shares
The Board of Directors proposes that the Annual Shareholders' Meeting authorize
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 is proposed to include 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 authorization is proposed to also
include the right of the Board of Directors to decide on a share issue without
consideration for the Company itself. The decision on a share issue without
consideration to the Company itself 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 the shares in the Company.
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.
20. Authorization of the Board of Directors to decide on charitable
contributions
The Board of Directors proposes that the Annual Shareholders' Meeting authorize
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 proposed to
be valid until the Annual Shareholders' Meeting in 2025.
21. Closing of the Meeting
B. ANNUAL SHAREHOLDERS' MEETING DOCUMENTS
The aforementioned proposals on the agenda of the Annual Shareholders' Meeting
and this invitation to the meeting will be available on Aspo Plc's website at
www.aspo.com/shareholdersmeeting on March 21, 2024, at the latest. The Company's
consolidated financial statements, the annual report and the auditor's report
for the financial year 2023 as well as the Remuneration Report are available on
the aforementioned website. Proposals and other documents mentioned above will
also be available at the meeting.
The minutes of the Annual Shareholders' Meeting will be available on the
aforementioned website on April 26, 2024, at the latest.
C. INSTRUCTIONS FOR PARTICIPANTS TO THE MEETING
1. Shareholders registered in the shareholders' register
Each shareholder, who on the record date of the Annual Shareholders' Meeting,
April 2, 2024, is registered in the Company's shareholders' register maintained
by Euroclear Finland Oy, has the right to participate in the Annual
Shareholders' Meeting. A shareholder whose shares are registered on his/her
personal Finnish book-entry account or equity savings account is registered in
the Company's shareholders' register. The possibility of using a proxy
representative is described below.
Registration for the meeting and advance voting will begin on March 21, 2024, at
10.00 a.m. A shareholder who is registered in the Company's shareholders'
register and who wishes to participate in the Annual Shareholders' Meeting must
register for the meeting and, if applicable, vote in advance no later than by
April 5, 2024, at 4.00 p.m. by which time the registration and possible advance
votes must be received. The instructions for advance voting are presented below.
The registration can be done in the following ways:
a) on Aspo's website at www.aspo.com/shareholdersmeeting
For shareholders who are natural persons, strong electronic authentication is
required. When shareholders who are natural persons log into the service through
the Company's website, they are directed to the electronic authentication.
Thereafter, the shareholder can register for the Annual Shareholders' Meeting,
authorize a proxy representative and vote in advance in one session. Strong
electronic authentication can be conducted with online banking codes or a mobile
certificate.
For shareholders that are legal persons, no strong electronic authentication is
required. However, shareholders that are legal persons must notify their book-
entry account number and other required information. If a shareholder that is a
legal person uses the electronic Suomi.fi authorization, registration requires a
strong electronic identification from the authorized person, which can be
conducted with online banking codes or a mobilecertificate.
b) by regular mail to Euroclear Finland Oy, Yhtiökokous/Aspo Oyj, P.O. Box
1110, FI-00101 Helsinki
c) by e-mail to yhtiokokous@euroclear.com.
In connection with the registration, a shareholder is required to provide the
requested information, such as his/her name, date of birth/personal
identification number or business ID, address, telephone number and e-mail
address as well as the name and date of birth/personal identification number of
a possible authorized proxy representative, legal representative or assistant.
The personal data given to Aspo Plc and Euroclear Finland Oy will be used only
in connection with the Annual Shareholders' Meeting and the processing of
related necessary registrations. More information on the processing of the
personal data is available in the privacy policy of Aspo Plc's Annual
Shareholders' Meeting, which is available on the website at
www.aspo.com/shareholdersmeeting.
A shareholder and their possible authorized proxy representative, legal
representative, or assistant must be able to prove their identity and/or right
of representation at the Annual Shareholders' Meeting.
2. Holder of a nominee registered share
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 would be
entitled to be registered in the shareholders' register of the Company held by
Euroclear Finland Oy on the record date of the meeting, April 2, 2024. In
addition, the right to participate in the Annual Shareholders' Meeting requires
that the shareholder, on the basis of such shares, has been temporarily
registered into the shareholders' register held by Euroclear Finland Oy at the
latest by April 9, 2024, by 10.00 a.m. For nominee registered shares, this
constitutes due registration for the Annual Shareholders' Meeting.
A holder of nominee registered shares is advised to request well in advance the
necessary instructions regarding the temporary registration in the Company's
shareholders' register, the issuing of proxy documents and voting instructions,
registration for the Annual Shareholders' Meeting and advance voting from
his/her custodian bank. The account manager of the custodian bank shall register
a holder of nominee registered shares, who wants to participate in the Annual
Shareholders' Meeting, temporarily into the Company's shareholders' register at
the latest by the time stated above and, if necessary, take care of advance
voting on behalf of the nominee-registered shareholder prior to the expiry of
the registration period for nominee-registered shareholders.
3. Proxy representative and powers 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 may also vote in advance as described in this invitation. A proxy
representative shall provide a dated proxy document or otherwise in a reliable
manner demonstrate his/her right to represent the shareholder at the Annual
Shareholders' Meeting.
If a shareholder participates in the Annual Shareholders' Meeting by means of
several proxy representatives representing the shareholder with shares in
different securities accounts, the shares by which each proxy representative
represents the shareholder shall be identified in connection with the
registration for the Annual Shareholders' Meeting.
Natural persons may appoint a proxy representative in connection with the
electronic registration to the Annual Shareholders' Meeting on the Company's
website. Otherwise, a proxy document must be used. A template proxy document is
available on the Company's website at www.aspo.com/shareholdersmeeting.
Any proxy documents are asked to be delivered by regular mail to Euroclear
Finland Oy, Yhtiökokous/Aspo Oyj, P.O. Box 1110, FI-00101 Helsinki or by email
to yhtiokokous@euroclear.com before the end of the registration period. In
addition to the delivery of proxy documents, a shareholder or their proxy
representative shall ensure that he/she has registered for the Annual
Shareholders' Meeting in the manner described above in this invitation.
Shareholders that are legal persons can also use electronic Suomi.fi
authorization service in Euroclear Finland Oy's general meeting service for
authorizing their proxies instead of using the traditional proxy authorization.
In this case, the shareholder that is a legal entity authorizes its appointed
representative in the Suomi.fi service at www.suomi.fi/e-authorizations (using
the authorisation topic "Representation at the General Meeting"). When
registering, the representative must identify themselves with strong electronic
authentication in Euroclear Finland Oy's general meeting service, after which
the electronic mandate is automatically verified. Strong electronic
authentication can be conducted with online banking codes or a mobile
certificate. More information on electronic authorization is available on the
website at www.suomi.fi/e-authorizations.
4. Voting in advance
Shareholders with a Finnish book-entry account or equity savings account may
also vote in advance on agenda items 7 to 20 of the Annual Shareholders' Meeting
during the period between March 21, 2024 at 10.00 a.m. - April 5, 2024 at 4.00
p.m.
Advance voting can be done in the following ways:
a) on Aspo's website at www.aspo.com/shareholdersmeeting
When shareholders who are natural persons log into the service through the
Company's website, they are directed to the electronic authentication. Strong
electronic authentication can be conducted with online banking codes or a mobile
certificate.
For shareholders that are legal persons, no strong electronic authentication is
required. However, shareholders that are legal persons must notify their book-
entry account number and other required information. If a shareholder that is a
legal person uses the electronic Suomi.fi authorization, advance voting requires
a strong electronic identification from the authorized person, which can be
conducted with online banking codes or a mobile certificate.
b) by regular mail to Euroclear Finland Oy, Yhtiökokous/Aspo Oyj, P.O. Box
1110, FI-00101 Helsinki
c) by e-mail to yhtiokokous@euroclear.com.
The advance voting form is available on the Company's website. A possible legal
representative or authorized proxy representative of a shareholder must in
connection with delivering the voting form provide a dated proxy authorization
document or otherwise in a reliable manner demonstrate his/her right to
represent the shareholder at the Annual Shareholders' Meeting.
If a shareholder participates in the Annual Shareholders' Meeting by submitting
votes in advance to Euroclear Finland Oy before the end of the registration and
advance voting period, the submission constitutes due registration for the
Annual Shareholders' Meeting, provided that they contain the information
required for registration, as mentioned above.
It is not possible for shareholders having voted in advance to use the right to
request information, the right to request a vote or to vote on a possible
counterproposal as stipulated in the Finnish Companies Act unless the
shareholder participates in the Annual Shareholders' Meeting at the meeting
venue in person or by way of proxy representation.
With respect to nominee registered shareholders, the advance voting takes place
through his/her account manager. The account manager may vote in advance on
behalf of the nominee registered shareholders represented by it in accordance
with the provided voting instructions during the registration period for the
nominee registered shares.
The agenda items subject to advance voting are deemed to have been presented
unchanged at the general meeting. The terms related to the electronic advance
voting and other instructions regarding the advance voting are available on the
Company's website at www.aspo.com/shareholdersmeeting.
5. Other instructions and information
The Annual Shareholders' Meeting will be held in Finnish.
The Annual Shareholder's Meeting can be followed via a webcast on the website at
www.aspo.com/shareholdersmeeting. It is not possible to ask questions, make
counterproposals, otherwise address the meeting, or vote via webcast, and
following the meeting via webcast is not considered participation in the Annual
Shareholders' Meeting or exercise of the shareholder rights.
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder
who is present at the general meeting has the right to request information with
respect to matters to be handled at the meeting.
Changes in the shareholding after the record date of the Annual Shareholders'
Meeting do not affect the right to participate in the Annual Shareholders'
Meeting or the number of voting rights held in the Annual Shareholders' Meeting.
Aspo Plc has on the date of this invitation to the Annual Shareholders' Meeting,
on March 21, 2024, a total of 31,419,779 shares and votes. The Company holds on the date hereof a total of 12,394 treasury shares, in respect of which voting rights cannot be exercised at the Annual Shareholders' Meeting.
Helsinki, March 21, 2024
ASPO PLC
Board of Directors
Distribution:
Nasdaq Helsinki
Key media
www.aspo.com (http://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.
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