Proposals to the Extraordinary General Meeting of Aspo Plc: Composition of the future Boards of Directors of ESL Shipping Group Plc and Telko Group Plc (currently Aspo Plc)

Aspo Plc Stock Exchange Release October 7, 2026 at 9.30 EET

Proposals to the Extraordinary General Meeting of Aspo Plc: Composition of the future Boards of Directors of ESL Shipping Group Plc and Telko Group Plc (currently Aspo Plc)

Aspo Plc announced on 3 August 2026 the approval of the demerger plan concerning the partial demerger of the company. The partial demerger will be resolved upon at the Extraordinary General Meeting to be held on 7 December 2026. Aspo Plc is intended to be renamed Telko Group Plc.

After the possible partial demerger, Heikki Westerlund, Chair of the Board of Directors of Aspo, will step down from the Board. “Over the past five years, I have had the privilege of serving as Chair of the Board during a period of significant transformation. Our success has been built on a good dialogue with our owners, for which I am grateful. The Board, management and Aspo’s employees have delivered outstanding work under challenging circumstances, and it has been an honour to be part of this team. With ESL Shipping and Telko entering their next phase following the demerger, this is a natural time for me to step down from the Board,” says Heikki Westerlund, Chair of the Board, Aspo.

The proposals concerning the composition of the Boards of Directors of both companies will be included in the notice to the Extraordinary General Meeting to be published at a later date.

Aspo Plc / Telko Group Plc: Proposal on the composition of the future Board of Directors

Aspo Plc’s Shareholders’ Nomination Board presents the following proposals to the Extraordinary General Meeting to be held on 7 December 2026.

The Shareholders’ Nomination Board proposes that the Board of Directors of Aspo Plc / Telko Group Plc consist of five members.

The Shareholders’ Nomination Board proposes that Tapio Kolunsarka, Patricia Allam, Annika Ekman, Mikael Laine and Tatu Vehmas be elected as members of the Board of Directors. All proposed persons are currently members of the Board of Directors of Aspo Plc.

The proposed Board members have all given their consent to being elected. The Board of Directors will elect the Chair and may elect a Vice Chair from among its members. The proposed persons have informed the company that, if elected, they will elect Tapio Kolunsarka as Chair of the Board.

Should any of the candidates proposed by the Nomination Board not be available for election, the proposed number of Board members shall be decreased accordingly and the remaining available candidates are proposed to be elected in accordance with the proposal by the Nomination Board.

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 of the significant shareholders of the company and Mikael Laine, who is not considered independent of the company. Patricia Allam and Tatu Vehmas are not considered independent of the significant shareholders 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 that he has been a member of the Board of Directors of Aspo Plc for a period of more than ten (10) consecutive years.

The Shareholders’ Nomination Board proposes that the Board of Directors of Aspo Plc / Telko Group Plc commence its term on the later of January 1, 2027, or the effective date of the demerger. The proposals are conditional upon the completion of the demerger.

With regard to the procedure for the selection of the members of the Board of Directors, the Shareholders' Nomination Board recommends that the shareholders give their view on the proposal as a whole at the General Meeting. The Shareholders' Nomination Board has estimated that in addition to the qualifications of the individual candidates for the Board of Directors, the proposed Board of Directors as a whole provides excellent competence and experience for the company and that the composition of the Board of Directors also meets other requirements set for a listed company by the Corporate Governance Code.

ESL Shipping Group Plc: Proposal on the composition of the future Board of Directors

The Board of Directors of Aspo Plc presents the following proposals to the Extraordinary General Meeting to be held on 7 December 2026.

The Board of Directors of Aspo Plc proposes that the Board of Directors of ESL Shipping Group Plc, to be incorporated in the demerger, consist of four members. Rolf Jansson, Mikael Laine, Andreas Remmer and Kaarina Ståhlberg are proposed to be elected as members of the Board of Directors. Kaarina Ståhlberg and Mikael Laine are currently members of the Board of Directors of Aspo Plc.

The proposed Board members have all given their consent to being elected. Rolf Jansson is proposed as Chair of the Board of Directors. The Board of Directors may elect a Vice Chair from among its members.

The term of the members of the Board of Directors shall commence on the effective date of the demerger and shall expire at the end of the first Annual General Meeting of ESL Shipping Group Plc following the effective date.

The proposed Board members are independent of the company and its significant shareholders, with the exception of Rolf Jansson and Mikael Laine, who are not considered independent of the company. Rolf Jansson currently acts as the CEO of Aspo Plc. Mikael Laine has been assessed not to be independent of the company based on an overall evaluation, taking into account that he has been a member of the Board of Directors of Aspo Plc for a period of more than ten (10) consecutive years.

Proposal for the remuneration of the Boards of Directors

The Shareholders’ Nomination Board proposes that the following monthly fees be paid to the members of the Boards of Directors of Aspo Plc / Telko Group Plc and ESL Shipping Group Plc:

- Members of the Board of Directors: EUR 3,000 per month
- Chair of the Board of Directors: EUR 6,000 per month

The Shareholders’ Nomination Board proposes that the members of the possible Board committees of both companies be paid a meeting fee of EUR 500 per committee meeting or a meeting fee of 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.

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 1 January 2027 or the effective date of the demerger.

Composition of the Shareholders’ Nomination Board

The Nomination Board of Aspo Plc’s shareholders consists of the representatives of the four largest shareholders. The following representatives of the largest shareholders were members of the Nomination Board which prepared proposals for the Extraordinary General Meeting 2026: Roberto Lencioni, Chairman (Vehmas family, including AEV Capital Holding Oy); Gustav Nyberg (Nyberg family, including Oy Havsudden Ab); Pekka Pajamo, (Varma Mutual Pension Insurance Company); and Karoliina Lindroos (Ilmarinen Mutual Pension Insurance Company). In addition, Heikki Westerlund, Chair of Aspo Plc's Board of Directors, has acted as an expert member of the Nomination Board.

Aspo Plc 

For further information, please contact:

Roberto Lencioni, Chair of the Shareholders’ Nomination Board, roberto.lencioni@gard.no

Heikki Westerlund, Chair of the Board of Directors, heikki@heiwes.com

More information on the planned partial demerger is available at aspo.com/demerger.

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^{Aspo creates value by owning and developing business operations sustainably and in the long term. Aspo’s businesses – ESL Shipping and Telko – enable future-proof, sustainable choices for customers in various industries. Established in 1929, today we are together about 650 experts on land and at sea. While the Nordic region is our core market, we serve our customers with world-class solutions in 18 countries around Europe and parts of Asia.}

^{Aspo is listed on Nasdaq Helsinki and is headquartered in Finland.}

^{Aspo – Sustainable value creation}