SUMMONS TO ASPOCOMP GROUP OYJ’S ANNUAL GENERAL MEETING

ASPOCOMP GROUP Oyj STOCK EXCHANGE RELEASE Feb 28, 2003 at8:00AM 1(10)

SUMMONS TO ASPOCOMP GROUP OYJ’S ANNUAL GENERAL MEETING
The shareholders of Aspocomp Group Oyj are invited to attend the

Annual General Meeting to be held on Friday, April 4, 2003 at 2:00

p.m. at Hotel Kämp, address: Pohjoisesplanadi 29, Helsinki. The check

in for the Annual General Meeting will start at 13.30.
At the Annual General Meeting the following matters will be

addressed:
1.Matters to be addressed at the Annual General Meeting according to

the Section 15 of the Articles of Association
The Annual General Meeting shall i.a. elect Board Members replacing

the resigning Board Members. According to Section 6 of the Articles

of Association, the term of Mr Gustav Nyberg as Board Member expires

at the Annual General Meeting. In accordance with the Company’s

principles for Corporate Governance, the Board’s Nomination Committee

is preparing a proposal concerning the Board Members. The Nomination

Committee consists of Mr. Jorma Eloranta (Chairman) and Mr. Aimo

Eloholma. Shareholders’ suggestions to the Nomination Committee

regarding the Board Members to be elected may by March 15, 2003 be

sent to Ms. Minna Pitkänen by e-mail: minna.pitkanen@aspocomp.com or

by separate mail to the address: Aspocomp Group Oyj, P.O. Box 230,

FIN-01511 Vantaa.
According to the principles for Corporate Governance, the core

competencies of the Board Members should at minimum address:

knowledge related to accounting or finance, international markets

knowledge, business or management experience, industry knowledge,

client experience or perspective, crisis response or leadership of

strategic planning and English language skills.
2.Authorising the Board of Directors to decide on the acquisition of

own shares (ENCLOSURE 1)
The Board of Directors submits that the Annual General Meeting

authorise the Board of Directors to decide on the acquisition of a

maximum of 500,000 own shares of counter book value of EUR 1, with

assets distributable as profit.
The Board of Directors is entitled to acquire the shares solely by

purchasing the shares via public trading at the current market price

of the time of the acquisition formed in public trading. The

authorisation entitles the Board of Directors to acquire the shares

in other proportion than to the shareholders’ holdings of shares.
The Board of Directors is entitled to acquire the shares for the

purposes of developing the capital structure of the Company,

financing and implementing corporate acquisitions and other

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transactions, other transfers or invalidation. The acquisition of the

shares decreases distributable equity of the Company.
The authorisation is in force for one year from the date of the

decision of the Annual General Meeting. By approving the proposal the

Annual General Meeting concurrently decides to revoke any previous

corresponding authorisation.
3.Authorising the Board of Directors to decide on the conveyance of

own shares (ENCLOSURE 2)
The Board of Directors submits that the Annual General Meeting

authorise the Board of Directors to decide on conveyance of a maximum

of 500,000 shares of counter book value of EUR 1.
The Board of Directors is entitled to decide on to whom and in which

order the shares will be conveyed. The authorisation entitles the

Board of Directors to deviate from the shareholder’s right of pre-

emption and to decide on the conveyance price and other conditions

related to conveyance and to convey the shares against other

consideration than cash consideration.
The authorisation is in force for one year from the date of the

decision of the General Meeting.
4.Authorising the Board of Directors to decide on share capital

increase by new issues and/or on taking convertible loans

(ENCLOSURE 3)
The Board of Directors of the Company submits that the General

Meeting authorise the Board of Directors to decide to increase the

share capital by one or several new issues and/or to take one or

several convertible loans, so that in a new issue of shares and/or in

converting convertible loans the share capital may be increased by an

aggregate maximum amount of EUR 2,000,000 or a smaller amount

corresponding to a maximum of one-fifth of the registered share

capital and the aggregate number of votes attaching to the shares at

the time of the authorisation decision of the Annual General Meeting

and the decision of the Board of Directors to increase the share

capital.
The authorisation entitles the Board of Directors to deviate from the

pre-emptive right of subscription for new shares and/or convertible

loans, provided that there are weighty financial reasons of the

Company for such a deviation, and to decide on subscription of shares

against apport en nature or otherwise on special terms and

conditions. The Board of Directors may use its authorisation when

required for developing the Company’s business activities, for

consolidating the capital structure, for broadening the shareholder

basis, for facilitating corporate acquisitions and for other similar

purposes. The Board of Directors may not deviate from the

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shareholders’ pre-emptive subscription right in favour of anyone

belonging to the inner circle of the company.
The authorisation also entitles the Board of Directors to decide on

the parties entitled to subscribe, the subscription price and other

terms of subscription, the terms and conditions of convertible loans

and other terms and matters relating to new issues and/or the taking

of a convertible loan.
The authorisation is in force for one year from the date of the

Annual General Meeting. By approving the proposal the Annual General

Meeting concurrently decides to revoke any previous corresponding

authorisation.
Information
The annual accounts, the proposals of the Board of Directors

mentioned above in sections 2, 3 and 4 with their appendices as well

as other documents related thereto as required by the Companies Act

will be held available at the address Äyritie 12 a, FIN-01510 Vantaa

as of March 27, 2003 and at the Annual General Meeting. Copies of

these documents will be sent to the shareholders at request.
Right to attend the Annual General Meeting
A Shareholder is entitled to attend the General Meeting provided that

he is no later than March 25, 2003 entered as a shareholder in the

Shareholder Register of the Company maintained by the Finnish Central

Securities Depository Ltd. or if he is entitled thereto under Chapter

3a, Section 4, Subsection 2 of the Companies Act.
Registration
A Shareholder who wishes to attend the Annual General Meeting, shall

notify to Company no later than April 1, 2003 at 4:00 p.m. of his

intention to attend. Such a notice shall be given either by mail to

the address Aspocomp Group Oyj, P.O.Box 230, FIN-01511 Vantaa, by

telephone +358 9 7597 0725/Ms Heidi Nurminen, by telefax +358 9 7597

0720 or by e-mail yhtiokokous@aspocomp.com. Any Powers of Attorney

are requested to be submitted in the connection of the registration

or to be sent by mail. Notification by post or by email shall arrive

at the Company before the period of notice expires.
Dividend distributions
The Board of Directors has decided to propose for the Annual General

Meeting that a dividend of EUR 0.25 per share to be distributed to

the shareholders on year 2002. A shareholder is entitled to the

dividend provided that he is no later than April 9, 2003 entered as a

shareholder in the Shareholder Register of the Company maintained by

the Finnish Central Securities Depository Ltd. The Board of Directors

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proposes for the Annual General Meeting that the dividend would be

paid on April 16, 2003.
Vantaa February 27, 2003

The Board of Directors
For more information contact the President and CEO, Mr Jarmo Niemi by

telephone at +358 9 7597 0711
ASPOCOMP GROUP Oyj
Jarmo Niemi

President and CEO
Distribution:

Helsinki Exchanges

Press and Media

www.aspocomp.com
ENCLOSURE 1
THE BOARD’S PROPOSAL FOR THE ANNUAL GENERAL MEETING 2003

– AUTHORISATION TO DECIDE ON THE ACQUISITION OF OWN SHARES
The Board of Directors of Aspocomp Group Oyj submits the following to

the Annual General Meeting to be held on April 4, 2003:
1. The Board of Directors submits that the General Meeting authorise

the Board of Directors to decide on the acquisition of a maximum of

500,000 own shares of counter book value of EUR 1, with assets

distributable as profit. However, the aggregate counter book value of

the shares or the voting rights of the Company and of its

subsidiaries shall not exceed five (5) % of the Company’s share

capital or total number of votes related thereto.
2. The Board of Directors is entitled to acquire the shares solely by

purchasing the shares via public trading at Helsinki Stock Exchange

at the current market price of the time of the acquisition. The

authorisation entitles the Board of Directors to acquire the shares

in other proportion than to the shareholders’ holdings of shares.
3. Shares may be acquired to the extent and as the Board of Directors

decides for the purposes of developing the capital structure of the

Company, for financing and implementing corporate acquisitions and

other transactions, other transfers or invalidation, or if this

according to the Board’s opinion with regard to the financial

indicators are in the interests of the shareholders, or if the Board

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of Directors considers it otherwise as a favourable way of using

liquid funds.
4. The Board of Directors is entitled to acquire the shares at the

current market price formed in public trading at the time of the

acquisition. The acquisition price of the shares shall be paid to the

shareholders according to the payment term determined by the

Regulation of the Helsinki Stock Exchange and the rules of the

Finnish Central Securities Depository Ltd.
5. The acquisition of the shares decreases distributable equity of

the Company.
6. As the maximum amount of the acquired shares shall not exceed five

(5) % of the Company’s aggregated share capital and total number of

votes related thereto, the acquisition will have no considerable

influence on the division of the holdings of the shareholders and of

the voting rights in the Company.
7. The share holdings of persons belonging to the inner circle of the

Company, as determined in the Companies Act, amounted on February 20,

2003 to 7,257,968 shares of the aggregate number of 10,041,026 shares

of the Company, corresponding to 72.28 % of the share capital of the

Company. The inner circle’s portion of voting rights attached to the

shares corresponds to 72.28 %.  Since the shares are acquired via

public trade at the Helsinki Stock Exchange, the Company does not

know which shareholders intend to sell their shares. Consequently, it

is not possible to determine the impact of the acquisition on the

division of the share holdings and the voting rights in the Company.
8. The Board of Directors is entitled to decide on other terms

related to the acquisition.
9. The authorisation is submitted to be in force for one year from

the date of the decision of the General Meeting.
By approving the above proposal the Annual General Meeting

concurrently decides to revoke the corresponding authorisation to

acquire own shares approved by the Company’s Annual General Meeting

held on April 5, 2002.
Any decisions of the Board of Directors to acquire own shares by

virtue of the authorisation will be published separately.
The auditors’ statements on the Board’s proposal and accounts are

enclosed to the proposal.
Vantaa, February 27, 2003
The Board of Directors
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AUDITOR’S STATEMENT
The Board of Directors of Aspocomp Group Oyj has made a proposal to

the Annual General Meeting regarding an authorisation for the Board

of Directors to resolve to repurchase Aspocomp Group Oyj shares by

using funds available for distribution of profits.
We as auditors of Aspocomp Group Oyj give the following statement

relating to this proposal of the Board of Directors.
The company may repurchase treasury shares by using funds available

for distribution of profits. The decision to repurchase publicly

traded shares may be carried out by the repurchase of shares through

public trading on the Helsinki Stock Exchange. The treasury shares

will be repurchased in a proportion different from that of the

shareholders’ proportion of the shares. The shares will be

repurchased at the fair market value formed through purchases of

public trading price and prevailing at the time of the repurchase.
We are not aware of any obstacle for the Annual General Meeting not

to grant the authorisation for the Board of Directors as proposed by

it and for the purpose suggested to repurchase treasury shares to the

extent proposed. We have no objection to the proposal by the Board of

Directors regarding the purpose for which the treasury shares are

repurchased, the way they are repurchased or regarding the reasons

for which the treasury shares are repurchased in a proportion

different from that of the shareholders’ proportion of the shares.
Helsinki, 27 February 2003
PricewaterhouseCoopers Oy

Authorised Public Accountants
Ilkka Haarlaa

Authorised Public Accountant
ENCLOSURE 2
THE BOARD’S PROPOSAL FOR THE ORDINARY GENERAL MEETING

–	AUTHORISATION TO DECIDE ON THE CONVEYANCE OF OWN SHARES
The Board of Directors of Aspocomp Group Oyj submits the following to

the Annual General Meeting 2003
1. The Board of Directors submits that the Annual General Meeting

authorise the Board of Directors to decide on conveyance of a maximum

of 500,000 shares, each of counter book value EUR 1, acquired by the

Company, in each case subject to any limitations under applicable

law.
                                                            7 (10)

2. The Board of Directors is entitled to decide on to whom and in

which order the shares will be conveyed.
3. The authorisation entitles the Board of Directors to deviate from

the shareholder’s right of pre-emption. The shares shall not be

conveyed in favour of a person belonging to the inner circle of the

Company
4. The Board of Directors is entitled to decide on the conveyance and

to convey the shares against other consideration than cash

consideration. The authorisation entitles the Board of Directors to

decide on the means and the extent of the conveyance for the purposes

of financing and implementing corporate acquisitions and other

transactions, of the incentive system for the key personnel or for

being sold via public trading.
5. The Board of Directors is entitled to decide on other terms

related to the conveyance.
6. The authorisation is in force for one year from the date of the

decision of the General Meeting.
The purpose of the authorisation to convey own shares and the reasons

for conveyance of shares other than in relation to the shareholders’

share holdings
The intention of the authorisation is to create a possibility for the

Company to use own shares among others as remuneration in

acquisitions and in acquiring property to the Company. Therefore, the

Board of Directors considers that weighty financial reasons exist to

decide on conveying the shares other than in relation to the

shareholders’ share holdings.
The impacts of the conveyance on the division of the share holdings

and the voting rights in the Company and the share holdings of the

persons included in the inner circle
According to the proposal, the Board of Directors will be authorised

to decide to whom and in what order the own shares shall be conveyed.

Consequently, it is not possible at this stage to determine the

impact of the acquisition on the division of the share holdings and

the voting rights in the Company. Since the own shares held by the

Company do not bring any right to attend the General Meeting nor any

voting rights, it can be stated that the shareholders’ relative

voting rights are decreased due to the conveyance.
The share holdings of persons belonging to the inner circle of the

Company, as determined in the Companies Act, amounted on 20 February

2003 to 7,257,968 shares of the aggregate number of 10,041,026 shares

of the Company, corresponding to approximately 72.28 % of the share

capital and votes of the Company. The Board of Directors is not

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entitled to convey the shares in favour of a person belonging to the

inner circle of the Company.
The auditors’ statements on the Board’s proposal and accounts are

enclosed to the proposal.
Helsinki 27 February, 2003
The Board of Directors
AUDITORS’ STATEMENT
To the Annual General Meeting of Aspocomp Group Oyj
The Board of Directors of Aspocomp Group Oyj has made a proposal to

the Annual General Meeting to be held on 4 April 2003 regarding an

authorisation for the Board of Directors to convey the company’s own

shares on conditions presented in the proposal. As auditors of

Aspocomp Group Oyj we state in accordance with chapter 7, section 7,

paragraph 1 in the Companies’ Act, that the proposal of the Board of

Directors dated 27 February 2003 is drawn up in accordance with the

Companies’ Act and contains the reasons for the conveyance of the

company’s own shares and the basis for determining the conveyance

price for the shares.
Helsinki, 27 February 2003
PricewaterhouseCoopers Oy

Authorised Public Accountants
Ilkka Haarlaa

Authorised Public Accountant
ENCLOSURE 3
BOARD’S PROPOSAL TO THE ANNUAL GENERAL MEETING 2003 FOR THE BOARD’S

AUTHORISATION TO DECIDE ON NEW ISSUES AND/OR CONVERTIBLE LOANS
The Board of Directors proposes to the Annual General Meeting of

Aspocomp Group Oyj to be held on April 4, 2003 that the Board of

Directors be authorised to decide on new issues and/or convertible

loans as follows:
The Board of Directors of the company is authorised to decide to

increase the share capital by one or several new issues and/or to

take one or several convertible loans, so that in a new issue of

shares and/or in converting convertible loans the share capital may

be increased by an aggregate maximum amount of EUR 2,000,000 or a

smaller amount corresponding to a maximum of one-fifth of the

registered share capital and the aggregate number of votes attaching

to the shares at the time of the authorisation decision of the

                                                            9 (10)

General Meeting and the decision of the Board of Directors to

increase the share capital.
The authorisation entitles the Board of Directors to deviate from the

pre-emptive right of subscription for new shares and/or convertible

loans, provided that there are weighty financial reasons of the

company for such a deviation, and to decide on subscription of shares

against apport en nature or otherwise on special terms and

conditions. The Board of Directors may use its authorisation when

required for developing the company’s business activities, for

consolidating the capital structure, for broadening the shareholder

basis, for facilitating corporate acquisitions and for other similar

purposes. The Board of Directors may not deviate from the

shareholders’ pre-emptive subscription right in favour of anyone

belonging to the inner circle of the company.
The authorisation also entitles the Board of Directors to decide on

the parties entitled to subscribe, the subscription price and other

terms of subscription, the terms and conditions of convertible loans

and other terms and matters relating to new issues and/or the taking

of a convertible loan.
The authorisation is in force for one year from the date of the

Annual General Meeting.
By approving the above proposal the Annual General Meeting

concurrently decides to revoke the corresponding issue authorisation

approved by the Company’s Annual General Meeting held on April 5,

2002.
The opinion of the company’s auditors on the reasons for the

deviation of the shareholders’ pre-emptive subscription right is

attached to the proposal.
Vantaa, February 27, 2003
The Board of Directors
AUDITOR’S STATEMENT
To the Annual General Meeting of Aspocomp Group Oyj
Pursuant to Chapter 4, Section 4 a, Paragraph 2, and Chapter 4,

Section 12 b, Paragraph 1 in the Companies’ Act we, as auditors of

Aspocomp Group Oyj, state on the proposal dated 27 February, 2003 of

the Board of Directors to the Annual General Meeting to issue new

shares and/or convertible bonds that, in our opinion, the proposal of

the Board of Directors gives a true and fair view concerning the

basis for determining the subscription price and the reasons for
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deviation from the shareholders’ pre-emptive rights to the

subscription.
Helsinki, 27 February 2003
PricewaterhouseCoopers Oy

Authorised Public Accountants
Ilkka Haarlaa

Authorised Public Accountant