The shareholders of Aspo Plc are hereby invited to attend the
Annual Shareholders’ Meeting to be held on 13 April 2000 at 2.00
PM in the Aspo Building, Suolakivenkatu 10, FIN-00810 Helsinki,
Finland.
The agenda for the meeting is the following:
1. The issues to be handled according to the Article 15 of the
Articles of Association
2. Bonus issue proposal
The Board will propose that the company’s share capital be raised
using a fund issue from EUR 8 770 416 to EUR 17 540 832 by
transferring a sum amounting to EUR 8 770 416 from the
unrestricted equity account to the share capital account. A total
of 4 385 208 new shares with a face value of EUR 2 per share will
be issued and each shareholder will receive one (1) new share for
each (1) old share in his or her possession. All shareholders who
have been registered by the record date of April 18, 2000 in the
company’s shareholder register will be entitled to the new shares.
The rights and privileges associated with the new shares will be
effective from the date that the increase in share capital has
been registered.
3. Share issue authorization proposal
The Board will propose that it be authorized by the shareholders
to raise the company’s share capital using one or more new share
issues and/or one or more convertible bond or stock option issues.
In connection with these issues the company’s share capital can be
increased by a maximum of EUR 1 315 562 by a maximum subscription
of 657 781 new shares with a face value of EUR 2 per share, at a
price and under terms and conditions to be determined by the
Board.
The Board further proposes that this authorization includes a
provision allowing for the suspension of normal subscription
rights, assuming that such suspension is determined to be in the
best financial interests of the company, for instance through the
strengthening of the company’s capital structure, the financing of
acquisitions or similar actions and arrangements. The Board may
also determine entitlements to subscription rights. The Board may
not make the decision in favour of anyone belonging to the inner
circle of the company. The authorization also empowers the Board
to execute new share issues using asset exchanges and other non-
cash payment methods, as well as to set other conditions.
The Board recommends that the authorization be in effect for one
year from the Annual Shareholders’ Meeting.
4. Stock repurchasing proposal
The Board will propose that the shareholders authorize it to
repurchase the company’s shares using distributable earnings from
unrestricted equity as follows:
The company may repurchase its own shares when the company is
acquiring operationally-related assets, or when it requires such
assets in connection with mergers and acquisitions, divestitures
or other corporate arrangements, capital restructuring programs or
other programs to be determined in type and scope by the Board.
The Board may also bring proposals before the shareholders
concerning the invalidation of repurchased shares.
The maximum amount of shares that can be acquired is 219 260
shares with a face value of EUR 2 per share.
The shares shall be acquired in the public trade organized by the
Helsinki Stock Exchange, otherwise than in proportion to the
holdings of the shareholders.
The shares will be acquired at the prevailing, publicly quoted
market price at the point of purchase. Payment will be rendered in
accordance with the Helsinki Stock Exchange procedures and the
settlement procedures of Finnish Central Securities Depository
Ltd.
The shares are to be acquired otherwise than in proportion to the
holdings of the shareholders because the company’s shares are
publicly traded on the Helsinki Stock Exchange and because the
procurement of the shares is intended to take place through public
trading.
Since the shares to be procured on the basis of this proposal
represent less than 5 % of the company’s shares and voting rights,
the acquisition will not have a significant impact on the
interests, holdings of the company’s other shareholders, or on the
distribution of voting rights within the company.
The repurchasing program will reduce the amount of funds available
for dividend distribution.
The Board recommends that the authorization be in effect for one
year from the Annual Shareholders’ Meeting.
5. Proposal for the resale of repurchased shares
The Board will propose that the shareholders authorize it to
administer the resale of a total maximum amount of 219 260
repurchased shares in its possession following the repurchasing
program as follows:
The Board will be authorized to resell the repurchased shares to
whomever and in whatever order it so chooses. The Board may
execute the resale of the shares in a manner which differs from
the privileges and rights of shareholders which includes preferred
status in the acquisition of shares, if the suspension of these
privileges is in the best financial interests of the company. The
Board proposal excludes, however, that these actions be taken in
order to benefit the company’s inner circle, as defined in Finnish
corporate legislation. The shares may be disposed of at once or in
several lots.
The company may resell its own shares under circumstances when it
is acquiring operational assets, or when it requires such assets
in connection with mergers and acquisitions, divestitures or other
corporate reorganizations or capital restructuring program or
other program to be determined in type and scope by the Board.
Acquisitions and other such corporate arrangements will be
considered sufficient economic justification for suspending normal
shareholder rights pertaining to the preferred status of
shareholders in the acquisition of the company's shares.
The proposal calls for the shares to be resold at a price which is
no lower than the publicly quoted market price at the point of
disposal, to be determined in the public trading organized by the
Helsinki Stock Exchange. The proposal also includes a
recommendation that payment for the shares can be accepted in
other forms than cash.
The Board will propose that this authorization be effective for
one year from the Annual Shareholders’ Meeting.
Availability of the documents
Financial Statements, the Board’s proposals as well as other
documents based on the Companies Act are available for inspection
from April 3, 2000 at the address Suolakivenkatu 10, Helsinki,
Finland. The copies of the documents will be sent to the
shareholders upon request.
Right to participate
The right to participate in the Annual Shareholders’ Meeting rests
with a shareholder who has been registered as a shareholder in the
Shareholders’ Register kept by Finnish Central Securities
Depository Ltd no later than April 7, 2000.
Preregistration
A shareholder who wishes to participate in the Annual Share-
holders’ Meeting should preregister by 4.00 PM on Tuesday, April
11, 2000 by either in writing at the address Aspo Plc, Suolakiven-
katu 10, FIN-00810 Helsinki, or by telephone at +358 9 7595 361/
Asta Nurmi or by telefax at +358 9 785 301 or by e-mail at
asta.nurmi@aspo.fi. The preregistration letter or message shall
arrive to the company before the end of the preregistration
deadline. Possible proxies are also requested in connection with
the preregistration.
Dividend
The Board will propose at the Annual Shareholders’ Meeting that a
dividend totalling EUR 2.00 per share be distributed to the
shareholders for the fiscal 1999, such amount comprising a basic
dividend of EUR 0.50 and an additional dividend of EUR 1.50. The
dividend will be paid to a shareholder who has been registered as
a shareholder in the Shareholders’ Register kept by Finnish
Central Securities Depository Ltd no later than April 18, 2000.
According to the proposal of the Board the dividend will be paid
on April 27, 2000.