Aspo Plc Announces Board Changes Ahead of Demerger

Aspo Plc, a company that owns and develops business operations sustainably and in the long term, has announced plans for a partial demerger. The demerger, which is set to be resolved at the Extraordinary General Meeting to be held on December 7, 2026, will see the company renamed Telko Group Plc. The demerger is part of a broader transformation aimed at enabling future-proof, sustainable choices for customers in various industries.

Heikki Westerlund, the Chair of the Board of Directors of Aspo Plc, will step down from the Board after five years of service. Westerlund cited the significant transformation the company has undergone and expressed gratitude for the good dialogue with the company's owners.

The proposals for the composition of the Boards of Directors of both Aspo Plc and ESL Shipping Group Plc (to be renamed Telko Group Plc and ESL Shipping Group Plc, respectively) will be included in the notice to the Extraordinary General Meeting to be published at a later date. Aspo Plc’s Shareholders’ Nomination Board has proposed that the Board of Directors of Aspo Plc / Telko Group Plc consist of five members. The proposed members are Tapio Kolunsarka, Patricia Allam, Annika Ekman, Mikael Laine, and Tatu Vehmas. All proposed persons are currently members of the Board of Directors of Aspo Plc and have given their consent to being elected.

The proposed Board members are independent of the company and its significant shareholders, with the exception of Patricia Allam and Tatu Vehmas, who are not considered independent due to their family relationships. Mikael Laine has been assessed not to be independent of the company based on an overall evaluation, taking into account his long tenure as a Board member. The proposed persons have informed the company that, if elected, they will elect Tapio Kolunsarka as Chair of the Board.

The Board of Directors of ESL Shipping Group Plc, to be incorporated in the demerger, is proposed to consist of four members: Rolf Jansson, Mikael Laine, Andreas Remmer, and Kaarina Ståhlberg. Kaarina Ståhlberg and Mikael Laine are currently members of the Board of Directors of Aspo Plc. Rolf Jansson is proposed as Chair of the Board of Directors. The term of the members of the Board of Directors will commence on the effective date of the demerger and will expire at the end of the first Annual General Meeting of ESL Shipping Group Plc following the effective date.

The proposed Board remuneration is conditional upon the completion of the demerger. For Aspo Plc / Telko Group Plc, the proposed Board remuneration will take effect when the new Board of Directors commences its term. For ESL Shipping Group Plc, the proposed Board remuneration will take effect from the later of January 1, 2027, or the effective date of the demerger. The monthly fees proposed are as follows: members of the Board of Directors will receive EUR 3,000 per month, and the Chair of the Board of Directors will receive EUR 6,000 per month. The proposed meeting fee for the members of the Board of Directors is EUR 500 per committee meeting or EUR 1,000 when the meeting requires travel outside the member's country of residence. The proposed fee for the committee Chair is EUR 1,200 per committee meeting.

Aspo Plc, established in 1929, is headquartered in Finland and serves its customers with world-class solutions in 18 countries around Europe and parts of Asia. The company’s businesses, ESL Shipping and Telko, enable future-proof, sustainable choices for customers in various industries. Aspo Plc is listed on Nasdaq Helsinki and is committed to sustainable value creation.