Resolutions of the Aspo Annual Shareholders’ Meeting

Aspo Plc
Decisions of general meeting
April 6, 2022 at 1:15 p.m.

Resolutions of the Aspo Annual Shareholders’ Meeting

The Annual Shareholders’ Meeting of Aspo Plc was held today on April 6, 2022 in Helsinki. For the purpose of preventing the spread of the coronavirus pandemic, the Annual Shareholders’ Meeting was held without shareholders’ and their proxy representatives’ presence at the venue of the meeting. The Annual Shareholders’ Meeting of Aspo Plc approved the company’s and consolidated financial statements 2021 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 totalling EUR 0.23 per share. The record date for the dividend will be April 8, 2022 and the payment date will be April 19, 2022.

Furthermore, the Annual Shareholders’ Meeting authorized the Board of Directors to decide, at a later date, on the distribution of an aggregate maximum of EUR 0.22 per share as dividend and/or as equity repayment from the invested unrestricted equity reserve. The authorization is valid until the Annual Shareholders’ Meeting in 2023. The Board of Directors will decide in its meeting agreed to be held on November 2, 2022, of the second dividend distribution and/or equity repayment, an aggregate maximum of EUR 0.22 per share, which would be paid in November 2022 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, Mammu Kaario, Mikael Laine, Salla Pöyry, Tatu Vehmas and Heikki Westerlund were re-elected to the Board of Directors. Tapio Kolunsarka 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 Mammu Kaario as Vice Chairman. At the meeting the Board decided to appoint Heikki Westerlund as Chairman 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 Mammu Kaario as Chairman 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 5,400 be paid per month for the Chairman of the Board of Directors, EUR 4,050 per month for the Vice Chairman and EUR 2,700 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 1,050 per meeting be paid for the Chairman of the committee and EUR 700 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.

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 2023 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 900,000 shares may be conveyed based on the authorization. The authorization is valid until the Annual Shareholders’ Meeting in 2023 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 of new shares against payment. 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 1,500,000. The authorization is valid until the Annual Shareholders’ Meeting in 2023 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 2023.

Aspo Plc

Rolf Jansson
CEO

Further information:
Rolf Jansson, CEO, +358 400 600 264, rolf.jansson@aspo.com

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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 960 professionals