Resolutions of the Aspo Annual Shareholders’ Meeting
Aspo Plc
Decisions of general meeting
April 12, 2024, at 1.00 p.m.
Resolutions of the Aspo Annual Shareholders’
Meeting
The Annual Shareholders' Meeting of Aspo Plc was held today on
April 12, 2024, in Helsinki. The Annual Shareholders' Meeting of
Aspo Plc approved the company's and consolidated financial
statements 2023 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 totaling EUR 0.24 per
share. The record date for the dividend will be April 16, 2024 and
the payment date will be April 23, 2024.
Furthermore, the Annual Shareholders’ Meeting authorized 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 authorization is valid until the next Annual
Shareholders’ Meeting.
The Annual Shareholders’ Meeting also approved the Company’s
Remuneration Report, as proposed by the Board of Directors.
Remuneration of the members of the Board of Directors
and the Committees
The Annual Shareholders' Meeting approved that EUR 6,000 be paid
per month for the Chairman of the Board of Directors, EUR 4,400 per
month for the Vice Chairman and EUR 3,000 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 1,200 per meeting be paid for the Chairman of the
committee and EUR 800 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 of Directors, Auditor and the
Sustainability Reporting Assurance Provider
The meeting confirmed the number of Board members at seven.
Patricia Allam, Tapio Kolunsarka, Mikael Laine, Kaarina Ståhlberg,
Tatu Vehmas and Heikki Westerlund were re-elected to the Board of
Directors. Annika Ekman 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 Mikael Laine as Vice Chairman. At the meeting the
Board decided to appoint Heikki Westerlund as Chair of the Human
Resources and Remuneration Committee, and Patricia Allam, Tapio
Kolunsarka, and Tatu Vehmas as committee members. At the meeting
the Board also decided to appoint Kaarina Ståhlberg as Chair of the
Audit Committee, and Annika Ekman, 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 auditor
will also act as the Company’s sustainability reporting assurance
provider. The remuneration shall be paid to the auditor and
sustainability reporting assurance provider according to an invoice
approved by the Company.
Resolution on amending the Articles of
Association
The Annual Shareholders’ Meeting approved the following
amendments of the Company’s Articles of Association:
- 1 § of the Company’s Articles of Association was amended so
that the domicile of the Company is Espoo
- 10 § of the Company’s Articles of Association was amended to
enable holding a general meeting in Helsinki, Espoo or Vantaa in
addition to the domicile of the Company
- 11 § of the Company’s Articles of Association was 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
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 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 authorization is valid
until the Annual Shareholders’ Meeting in 2025 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 2,500,000
shares may be conveyed based on the authorization. The
authorization is valid until the Annual Shareholders’ Meeting in
2025 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 for consideration, or on a share issue without consideration
for the Company itself through one or several instalments. 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 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
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 2025.
Aspo Plc
Rolf Jansson
CEO
Further information:
Rolf Jansson, CEO, +358 400 600 264, rolf.jansson@aspo.com
Distribution:
Nasdaq Helsinki
Key media
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.
- 2024_04_12_Resolutions of the Aspo Annual Shareholders
Meeting
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