The shareholders of Aspo Plc are invited to attend the Annual Shareholders' Meeting to be held on Thursday, 1 April 2004 at 2.00 PM at Hotel Hilton Helsinki Strand, John Stenbergin ranta 4, FI-00530 Helsinki, Finland.
The following matters will be addressed at the Shareholders' Meeting:
1. Issues related to Article 15 of the Articles of Association
2. Proposal concerning the issuance of convertible capital notes
The Board of Directors will propose that the Shareholders approve a convertible capital notes issue under the following main terms and conditions:
- The maximum amount of the convertible capital notes will be EUR 20,000,000. The issue rate will be one hundred (100) percent.
- The notes will be offered for subscription to the public, with a deviation from the shareholders' pre-emptive subscription rights.
- The period for taking subscription offers will commence on April 26, 2004 at 9:30 AM and end on or about May 7, 2004 at 04:00 PM. The offer period can be terminated earlier regardless the market situation.
-The notes will be dated June 4, 2004 and will have a five (5) year maturity. The company will retain the right to extend the maturity by a maximum of an additional five (5) years.
- Each EUR 500 note unit can be converted into 28 Aspo Plc shares with a book value of EUR 2. The conversion rate is EUR 17.86. The conversion period shall begin on January 2, 2005 and end on the May 31 preceding the maturity date. The annual conversion period for the notes shall be from 2 January to 30 November.
3. Authorizing the Board to decide on the acquisition of company-held shares
The Board of Directors will propose that the shareholders authorize the Board to decide on the acquisition of the company's own shares using distributable funds as follows:
- The shares will be acquired for use as payment when the company is acquiring operationally-related assets, in any company acquisitions and other corporate arrangements, capital restructuring programs or otherwise for disposal in the manner and to the extent determined by the Board. The Board may also bring proposals before the shareholders concerning the invalidation of repurchased shares.
- The authorization to acquire company-held shares concerns a maximum of 427,536 shares with a book value of EUR 2 per share.
- The shares will be acquired through public trading on the Helsinki Stock Exchange at the current market price formed in public trading at the point of acquisition. The shares are to be acquired otherwise than in proportion to the holdings of the shareholders.
The acquisition of company shares would reduce the distributable equity of the company.
The authorization has a proposed validity period of one year from the date of the approval at the Shareholders' Meeting.
4. Authorizing the Board to decide on the disposal of company-held shares
The Board of Directors will propose that the shareholders grant an authorization empowering the Board to dispose of each company-held share, with the authorization relating to a total of 427,536 company-held shares, under the following conditions:
- The Board will be entitled to decide on to whom and in which order the shares will be conveyed. The authorization will entitle the Board to deviate from the shareholders' pre-emptive right provided that there are sound fiscal reasons for the company to do so. The authorization does not empower the Board to take these actions in order to benefit the inner circle of the company. The shares may be disposed of at once or in several lots.
- The company may dispose of its own shares when acquiring operationally-related assets, as payment in possible company acquisitions or other corporate arrangements, or in capital
restructuring programs in the manner and to an extent to be determined by the Board. Acquisitions and other similar corporate arrangements will be considered sufficient fiscal reasons for suspending normal shareholder rights pertaining to the preferred status of shareholders in the acquisition of the company's shares.
- The shares will be sold for at least the market price quoted in public trading on the Helsinki Stock Exchange at the time of disposal. The authorization also includes a term that payment for the shares can be accepted in other forms than cash.
The authorization has a proposed validity period of one year from the date of approval at the Shareholders' Meeting.
5. Modification to the Articles of Association
The Board of Directors will propose a change to Article 6 of the Articles of Association as follows:
Art. 6
The Board shall consist of no fewer than four (4) and no more than eight (8) members. The members of the Board elect a chairman and a vice-chairman from amongst themselves. The term of the Board will expire at the end of the annual shareholders' meeting which next follows the election.
Availability of documents
Financial Statements, Board proposals with attachments, as well as other documents based on the Companies Act will be made available for inspection by shareholders as of Monday, March 22, 2004 at Aspo Plc's Headquarters at the following address: Lautatarhankatu 8 B, FI-00580 Helsinki, Finland. Copies of these documents will be sent to the shareholders upon request.
Right to attend the Annual Shareholders' Meeting
A Shareholder is entitled to attend the Shareholders' Meeting provided that he is a registered shareholder on the official list maintained by the Finnish Central Securities Depository Ltd no later than March 22, 2004 or if he is entitled under Chapter 3a, Section 4, Sub-section 2 of the Companies Act.
Pre-registration
Shareholders wishing to attend the Annual Shareholders' Meeting must notify the company by 4:00 PM on Monday, March 29, 2004 either in writing at the address: Aspo Plc, P.O.Box 17, FI-00581 Helsinki, Finland, or by telephone at +358 9 7595 368 / Hilkka Jokiniemi or by telefax at +358 9 7595 301 or by e-mail at hilkka.jokiniemi@aspo.fi. Written notifications must arrive before the deadline stated above. Any letters of authorization must be submitted before the notification period expires.
Dividend
At the Annual Shareholders' Meeting the Board will propose that a dividend totalling EUR 1.40 per share be distributed to the shareholders for fiscal 2003, the amount comprising a basic dividend of EUR 0.50 and a surplus dividend of EUR 0.90. The dividend will be paid to shareholders who have been recorded in the Shareholder Register maintained by the Finnish Central Securities Depository Ltd as of the record date of April 6, 2004. The Board's proposal calls for the dividend to be paid on April 15, 2004.
Helsinki, February 11, 2004
ASPO Plc
Board of Directors
Distribution:
Helsinki Stock Exchange
The Media
ASPO Plc
Gustav Nyberg
CEO