Decisions of the Aspo Annual Shareholders' Meeting
GlobeNewswire
ASPO Plc STOCK EXCHANGE RELEASE April 7, 2016, at 13:30
DECISIONS OF THE ASPO ANNUAL SHAREHOLDERS` MEETING
The Annual Shareholders` Meeting of Aspo Plc on April 7, 2016, approved the company`s and consolidated financial statements 2015 and discharged the members of the Board of Directors and the CEO from the liability. The shareholders approved the payment of a dividend totalling EUR 0.41 per share. The record date will be April 11, 2016 and the payment date will be April 18, 2016.
Board of Directors and Auditor
The meeting confirmed the number of Board members at six. LL.M, MBA Mammu Kaario, LL.M. Roberto Lencioni, B.Sc. (Econ.), eMBA Gustav Nyberg and M.Sc. (Tech.) Risto Salo were re-elected to the Board of Directors and M.Sc. (Econ.) Mikael Laine and DSc. (Econ.) Salla Pöyry were elected as new members of the Board of Directors. At the Board`s organizing meeting held after the Annual Shareholders` Meeting, Gustav Nyberg was elected as Chairman of the Board and Roberto Lencioni as Vice-Chairman. At the meeting the Board also decided to appoint Roberto Lencioni Chairman of the Audit Committee and Mammu Kaario, Mikael Laine and Salla Pöyry as committee members.
The authorized public accounting firm Ernst & Young Oy was elected as company auditor. The remuneration shall be paid to the auditor according to the reasonable accepted invoice.
Remuneration of the members of the Board of Directors and the Audit Committee
The meeting decided to maintain the remunerations of the members of the Board and Audit Committee unchanged. 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 and EUR 700 per meeting to the members of the Audit Committee. Board members employed by or in a service relationship with an Aspo Group company are not paid a fee.
Shareholders` Nomination Board
The meeting decided 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 Meeting adopted the Charter of the Shareholders` Nomination Board.
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.
Authorization of the Board of Directors to decide on the acquisition of treasury shares
The Annual Shareholders` Meeting authorized 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. 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 at the time of repurchase. 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 acquisition. 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 will remain in force 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.
The authorization will supersede the authorization for the acquisition of treasury shares which was granted to the Board of Directors by the Annual Shareholders` Meeting on April 9, 2015.
ASPO Plc
Aki Ojanen CEO
For further information, please contact: Aki Ojanen, CEO Aspo Plc, tel. +358 9 5211, +358 400 106 592, aki.ojanen (a)aspo.com
Aspo is a conglomerate that owns and develops business operations, in addition to the markets of North-Europe, in growing 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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The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein. Source: Aspo Oyj via GlobeNewswire HUG#2001317
