INVITATION TO THE ASPO ANNUAL SHAREHOLDERS´ MEETING

(Thomson Reuters ONE) - ASPO Plc         STOCK EXCHANGE BULLETIN     February 15, 2010 at 3:00 p.m.The shareholders of Aspo Plc are invited to attend the Annual Shareholders´Meeting to be held on Wednesday, April 7, 2010 at 2:00 p.m. (Finnish time) atthe Stock Exchange Building, Fabianinkatu 14, FI-00100 Helsinki, Finland.Reception of registered participants will start at the venue of the meeting at1:00 p.m. (Finnish time).MATTERS ON THE AGENDA OF THE ANNUAL SHAREHOLDERS´ MEETING1. Opening of the meeting2. Calling the meeting to order3. Election of persons to confirm the minutes and to supervise the counting ofvotes4. Recording the legality of the meeting5. Recording the attendance at the meeting and adopting the list of votes6. Presentation of the annual accounts, the report of the Board of Directors andthe auditor's report for the year 20097. Adoption of the annual accounts and the consolidated annual accounts8. Resolution on the use of the profit shown on the balance sheet and thepayment of dividendThe Board of Directors proposes to the Annual Shareholders´ Meeting that forfiscal year 2009, a dividend of EUR 0.42 per share be paid and that no dividendbe paid to the company-held shares. The dividend will be paid to shareholdersregistered in the shareholder register of the company maintained by EuroclearFinland Ltd on the record date, April 12, 2010. The Board of Directors proposesthat the dividend be paid on April 19, 2010.9. Resolution on the discharge of the members of the Board of Directors and theCEO from liability10. Resolution on the remuneration of the members of the Board of DirectorsShareholders representing a total of more than 30% of all the votes in thecompany have announced that they will propose that the board members´compensations remain unchanged, in other words EUR 15,500 including fringebenefits be paid as monthly remuneration to the chairman of the Board ofDirectors. To the extent that the chairman during the present term of officereceives salary or remuneration based on the previous CEO agreement, noremuneration shall be paid for the duties of the chairman. In addition, theabove mentioned shareholders propose that the vice chairman be paid asremuneration EUR 3,000 and the other members of the Board of Directors EUR2,000 per month.11. Resolution on the number of members of the Board of DirectorsShareholders representing a total of more than 30% of all the votes in thecompany have announced that they will propose to the Annual Shareholders´Meeting that the number of Board members remain unchanged and six board membersbe elected.12. Election of the members of the Board of DirectorsShareholders representing a total of more than 30% of all the votes in thecompany have announced that they will propose to the Annual Shareholders'Meeting that the current board members, Matti Arteva, Esa Karppinen, RobertoLencioni, Gustav Nyberg, Kristina Pentti-von Walzel and Risto Salo be re-electeduntil the following Annual Shareholders´ Meeting.13. Resolution on the remuneration of the auditorShareholders representing a total of more than 30% of all the votes in thecompany have announced that they will propose to the Annual Shareholders´Meeting that remuneration be paid to the auditor according to an acceptedinvoice.14. Election of the auditorShareholders representing a total of more than 30% of all the votes in thecompany have announced that they will propose to the Annual Shareholders´Meeting that the Authorised Public Accounting firm PricewaterhouseCoopers Oy beelected as the company's auditor until the following Annual Shareholders´Meeting.15. Proposal by the Board of Directors to amend the articles of associationThe Board of Directors proposes to the Annual Shareholders' Meeting thatarticles 6 and 12 of the articles of association be removed and the numbering ofarticles of association be changed accordingly. The Board of Directors proposesfurther that articles 1, 5 and 10 (formerly 11) of the articles of associationbe changed as follows:Article 1The trade name of the company is Aspo Oyj, in English Aspo Plc and in SwedishAspo Abp. The domicile of the company is Helsinki.Article 5The Board of Directors constitutes a quorum when more than half of its membersare present at the meeting. In the event of a tie, the chairperson of themeeting shall have the casting vote.Article 10Notice of the Annual Shareholders' Meeting shall be published in a stockexchange release and in newspapers determined by the Board of Directors notearlier than two months and not later than twenty-one (21) days prior to themeeting. The notice shall, however, be announced at least nine (9) days prior tothe record date for the shareholders' meeting as referred to in chapter 4section, 2(2) of the Limited Liability Companies Act.16. Authorization of the Board of Directors to decide on the acquisition ofcompany-held sharesThe Board of Directors proposes that the Annual Shareholders´ Meeting authorizethe Board of Directors to decide on the acquisition of company-held shares usingthe unrestricted shareholders' equity of the company. The authorization isproposed to cover a maximum of 500,000 own shares.The shares shall be acquired through public trading, for which reason the sharesare acquired otherwise than in proportion to the holdings of the shareholdersand the consideration paid for the shares shall be the market price of theAspo's share at the time of repurchase. The authorization does not exclude theBoard´s right to resolve on a directed repurchase. The shares shall be acquiredto be used to finance or carry out possible acquisitions or other arrangements,to balance the financial risk of the company's incentive program based onshare-ownership or for other purposes determined by the Board.The Board may not exercise the authorization to acquire company-held shares ifafter the acquisition the company or its subsidiary would posses or have as apledge in total more than ten (10) percent of the company´s stock. Theauthorization is proposed to be valid until the Annual Shareholders´ Meeting in2011 but not more than 18 months from the approval at the Shareholders´ Meeting.17. Authorization of the Board of Directors to decide on a share issueThe Board of Directors proposes that the Annual Shareholders´ Meeting authorizethe Board of Directors to decide on a share issue, through one or severalinstalments, to be executed by conveying shares held by the company. Anaggregate maximum amount of 1,120,000 shares may be conveyed based on theauthorization. The authorization is proposed to be used for the financing orexecution of corporate acquisitions or other transactions, for execution of thecompany's incentive program based upon share ownership or for other purposesdetermined by the Board.The authorization is proposed to include the right of the Board of Directors todecide on all the terms and conditions of the conveyance and thus also includesthe right to convey shares otherwise than in proportion to the holdings of theshareholders, in deviation from the shareholders' pre-emptive right on theconditions provided by law. The authorization is proposed to be in force untilthe Annual Shareholders´ Meeting in 2011 but not more than 18 months from theapproval at the Shareholders' Meeting.18. Closing of the meetingANNNUAL SHAREHOLDERS´ MEETING DOCUMENTSThe aforementioned proposals of the Board of Directors, this invitation to themeeting as well as Group´s annual accounts, the report of the Board of Directorsand the auditor's report are on view on March 17, 2010 at the latest on AspoPlc's website at www.aspo.com/investors. The proposals of the Board of Directorsas well as the financial statements are also available at the AnnualShareholders´ Meeting and copies of them and of this invitation to the meetingwill be sent to shareholders upon request.INSTRUCTIONS FOR PARTICIPANTS TO THE MEETINGThe right to participate and registrationThe right to attend to the Annual Shareholders´ Meeting is restricted to thoseshareholders who, on March 24, 2010, are recorded as shareholders in thecompany's shareholder register held by Euroclear Finland Ltd. A shareholderwhose shares have been entered into his/her personal Finnish book-entry accountis registered into the company's shareholder register.Shareholders wishing to attend the Annual Shareholders´ Meeting must notify thecompany on Wednesday, March 31, 2010 by 4:00 p.m. (Finnish time) at the latesteither by email to ilmoittautuminen(at)aspo.fi orin writing to the address: Aspo Plc, P.O. Box 70, FI-00501 Helsinki, Finland, orby telephone +358 9 521 4100 or by telefax +358 9 521 4999. In connection withthe registration a shareholder shall give his/her name, telephone number and thename of a possible accompanying assistant or proxy representative and thepersonal identification number of a proxy representative.A shareholder attending the Annual Shareholders´ Meeting has the right torequest information with respect to matters handled at the meeting in accordancewith chapter 5, section 25 of the Limited Liability Companies Act.Proxy representative and power of attorneyA shareholder may participate in the Annual Shareholders´ Meeting and exercisehis/her rights at the meeting by way of proxy representation.A proxy representative shall produce a dated proxy document or otherwise in areliable manner demonstrate his/her right to represent the shareholder at theAnnual Shareholders´ Meeting. When a shareholder participates in the AnnualShareholders´ Meeting by means of several proxy representatives representing theshareholder with shares at different securities accounts, the shares representedby each proxy representative shall be identified in connection with theregistration for the Annual Shareholders´ Meeting.Possible proxy documents should be delivered in originals to Aspo Plc, P.O. Box70, FI-00501 Helsinki, Finland before the last date for registration.Holder of a nominee registered shareA holder of nominee registered shares is advised to request without delaynecessary instructions regarding the registration in the shareholders´ registerof the company, the issuing of proxy documents and registration for the AnnualShareholders´ Meeting from his/her custodian bank. The account managementorganization of the custodian bank will register a holder of nominee registeredshares, who wants to participate in the Annual Shareholders´ Meeting, to betemporarily entered into the shareholders´ register of the company on March31, 2010 by 10.00 a.m. (Finnish time) at the latest. With respect to nomineeregistered shares the temporary entry into the shareholders' register isconsidered as registration for the Shareholders' Meeting.Other informationAspo Plc has on the date of this invitation to the Annual Shareholders´ Meeting,on February 15, 2010 a total of 26,406,063 shares and votes.Helsinki, February 15, 2010ASPO PlcBoard of DirectorsASPO PlcAki OjanenCEOFor more information, please contactAki Ojanen, +358 9 521 4010, +358 400 106 592aki.ojanen(at)aspo.comDistribution:NASDAQ OMX HelsinkiKey Mediawww.aspo.comAspo is a conglomerate that owns and develops business operations in the BalticSea region focusing on demanding B-to-B customers. Our strong company brands -ESL Shipping, Leipurin, Telko and Kaukomarkkinat - aim to be the market leadersin their sectors. They are responsible for their own operations, customerrelationships and the development of these. Together they generate Aspo'sgoodwill. Aspo's Group structure and business operations are continuallydeveloped without any predefined schedules.[HUG#1384381]

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Datum: 15.02.2010 - 08:08 Uhr
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