Decisions of the Aspo Annual Shareholders´ Meeting - Seite 2
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 Board may not exercise the authorization to acquire company-held shares or
to accept them as a pledge if after the acquisition the company or its
subsidiary would possess or have as a pledge in total more than ten (10) percent
of the company´s stock. The authorization is valid until the Annual
Shareholders´ Meeting in 2013 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 company-held shares.
The authorization will supersede the authorization for the acquisition of
company-held shares which was granted to the Board of Directors by the Annual
Shareholders´ Meeting on April 5, 2011.
Authorization of the Board to decide on a share issue of the company-held shares
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
the company-held shares. An aggregate maximum amount of 834,529 shares may be
conveyed based on the authorization. The authorization will be used for the
financing or execution of corporate acquisitions or other transactions, for
execution of the company´s share-ownership program or for other purposes
determined by the Board.
The authorization includes the right of the Board of Directors to decide on all
the terms and conditions of the conveyance and thus also includes the right to
convey shares otherwise than in proportion to the holdings of the shareholders,
in deviation from the shareholders´ pre-emptive right, if a compelling financial
reason exists for the company to do so. The authorization remains in force until
September 30, 2015.
Company-held shares may be transferred either against or without payment. Under
the Finnish Limited Liability Companies Act, a directed share issue may only be
carried out without payment, if there is an especially compelling reason for the
same, both for the company and in regard to the interests of all shareholders in
the company.
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The Board of Directors shall decide on any other matters related to the share
issue.
The authorization will supersede the authorization concerning a share issue
which was granted to the Board of Directors by the Annual Shareholders´ Meeting
on April 5, 2011.