DECISIONS OF THE ASPOCOMP GROUP OYJ’S ANNUAL GENERAL MEETING

ASPOCOMP GROUP Oyj STOCK EXCHANGE RELEASE April 4, 2003 at 5:10pm1(4)

DECISIONS OF THE ASPOCOMP GROUP OYJ’S ANNUAL GENERAL MEETING
The Annual General Meeting of Aspocomp Group Oyj decided that a

dividend of EUR 0.25 per share will be distributed for the fiscal

year 2002. The Annual General Meeting decided to authorize the Board

to acquire and convey own shares as well as to decide on new issues

and/or convertible loans.
THE MATTERS HANDLED AT THE ANNUAL GENERAL MEETING
Financial Statements for 2002 were adopted and the Members of the

Board of Directors and company’s President and CEO and his Deputy

were discharged from liability for the financial year 2002.
The Annual General Meeting decided that a dividend of EUR 0.25 per

share, total of EUR 2,485,256.50, will be distributed for the fiscal

year 2002. The dividend will be paid to a shareholder who has been

registered as a shareholder in the Shareholders’ Register kept by the

Finnish Central Securities Depository no later than April 9, 2003.

The dividend will be paid on April 9, 2003.
The Annual General Meeting decided that the number of the Board

Members is six. Mr. Jorma Eloranta, Mr. Aimo Eloholma, Mr. Roberto

Lencioni, Mr. Tuomo Lähdesmäki and Mr. Karl Van Horn continue as

Board Members. Mr. Gustav Nyberg was re-elected as a Board Member.

Authorized Public Accounting Firm PricewaterhouseCoopers Oy was

appointed as the auditor of the company.
THE DECISION OF THE ANNUAL GENERAL MEETING TO AUTHORISE THE BOARD TO

DECIDE ON THE ACQUISITION OF OWN SHARES
According to the Board’s proposal the Annual General Meeting decided

to 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.
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.
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

indicator per share is in the interests of the shareholders, or if

the Board of Directors considers it otherwise as a favourable way of

using liquid funds.
                                                           2(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.
The acquisition of the shares decreases distributable equity of the

Company.
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.
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.
The Board of Directors is entitled to decide on other terms related

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

date of the decision of the General Meeting.
Any decisions of the Board of Directors to acquire own shares by

virtue of the authorisation will be published separately.
THE DECISION OF THE ANNUAL GENERAL MEETING TO AUTHORISE THE BOARD TO

DECIDE ON THE CONVEYANCE OF OWN SHARES
According to the Board’s proposal the Annual General Meeting decided

to authorise the Board of Directors to decide on the 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.
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. The shares shall not be conveyed

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

                                                           3(4)

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.
The Board of Directors is entitled to decide on other terms related

to the conveyance.
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

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

inner circle of the Company.
THE DECISION OF THE ANNUAL GENERAL MEETING TO AUTHORIZE THE BOARD TO

DECIDE ON NEW ISSUES AND/OR CONVERTIBLE LOANS
The Annual General Meeting decided to authorise the Board 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

                                                           4(4)

registered share capital and the aggregate number of votes attaching

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

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.
Vantaa April 4, 2003
Aspocomp Group Oyj

The Board of Directors
For more information, please contact President and CEO Jarmo Niemi at

+358 9 7597 0711
ASPOCOMP GROUP Oyj
Jarmo Niemi

President and CEO
Distribution:

Helsinki Exchanges

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www.aspocomp.com