ASPOCOMP GROUP OYJ STOCK EXCHANGE RELEASE December 22, 2006 at 1:20 PMINVITATION TO ASPOCOMP GROUP OYJ’S EXTRAORDINARY GENERAL MEETING
Aspocomp Group Oyj’s shareholders are invited to an extraordinary general meeting
that will be held on Friday, January 19, 2007, from 1 p.m. onwards at Palace
Gourmet’s conference hall. The address is Eteläranta 10, 10th floor, Helsinki,
Finland. The check-in of shareholders who have signed up for the meeting will
start at 12:30 p.m.Matters to be addressed at the meeting:
1. AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON SHARE ISSUES (appendix 1)
The Board of Directors proposes that the General Meeting authorize the Board to
decide on issuing new shares and conveying the Aspocomp shares held by the
company.The new shares would be issued and the company’s own shares conveyed either
against payment or for free to the company’s shareholders in proportion to their
holding, or by means of a directed issue, waiving the pre-emptive subscription
right of shareholders, if there is a weighty financial reason for the company to
do so, such as the use of the shares as consideration in acquisitions or other
business arrangements, to finance investments or as part of the company’s
incentive scheme. The directed issue can be a free issue only if there is an
especially weighty reason for the company to do so, taking the interests of all
shareholders into account.The authorization would also include the right to grant special rights, as
specified in Article 1 of Chapter 10 of the Companies Act, to receive new shares
in the company or Aspocomp shares held by the company against payment such that
either the share subscription price will be paid in cash or the subscriber’s
receivables will be offset against the subscription price.A maximum of 50,000,000 new shares would be issued. A maximum of 200,000 own
shares held by the company could be conveyed.In addition, the authorization would include the right to decide on a free issue
to the company itself such that the number of shares issued to the company would
amount to no more than one-tenth (1/10) of all the company’s shares. Own shares
held by the company or its subsidiaries will be included in this amount as
specified in paragraph 1, Article 11, Chapter 15 of the Companies Act.The Board of Directors would have the right to decide on other particulars of the
share issues.The authorization would be valid for two (2) years from the date of the decision
of the General Meeting.2. THE NUMBER AND ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS
3. AMENDMENTS TO THE ARTICLES OF ASSOCIATION (appendix 2)
The Board of Directors proposes that the current Articles of Association be
amended such that Article 3, which concerns the minimum and maximum share
capital, Article 4, which concerns the number of shares, and Article 16, which
concerns the redemption obligation, be deleted. In addition, the numbering of
Articles 5, 9, 13 and 15 of the Articles of Association would be changed and they
would be amended to read as follows:Article 3
The shares of the company shall belong to the book-entry securities system.Article 7
The company shall be represented by Board members, either two together or with a
person authorized to represent the company, or by the President and CEO together
with a Board member or another person authorized to represent the company. The
Board may authorize other named persons to represent the company such that they
shall represent the company either two together or with a Board member or the
President and CEO.Article 11
The Notice of Meeting shall be delivered by means of a notice published in
newspapers chosen by the Board no sooner than two months and no later than
seventeen (17) days before the General Meeting.Article 13
At the Annual General Meeting, the following shall be:submitted:
1. financial statements, the consolidated financial statements and the report of
the Board of Directors,
2. the auditors’ report,decided:
3. adoption of the financial statements and consolidated financial statements,
4. use of the profits shown in the balance sheet,
5. the release of the Board members and President and CEO from liability,
6. remuneration of the Board members and auditor,
7. the number of Board members,
8. other matters stated in the Notice of Meeting,elected:
9. members of the Board of Directors,
10. the auditor.AVAILABILITY OF THE DOCUMENTS
The proposals of the Board of Directors will be available for inspection as from
January 12, 2007 at Unioninkatu 18, 00130 Helsinki. Copies of these documents
will be sent to shareholders at their request.RIGHT TO ATTEND
A shareholder is entitled to attend the General Meeting provided that he or she
has been entered as a shareholder in the Shareholder Register of the company,
which is maintained by Finnish Central Securities Depository Ltd, on Tuesday,
January 9, 2007, and has registered for the General Meeting in the manner
specified below.REGISTRATION
A shareholder who wishes to attend the General Meeting must notify the company of
his or her intention to do so no later than 4 p.m. on Tuesday, January 16, 2007,
either– by mail, Aspocomp Group Oyj, P.O. Box 331, 00131 Helsinki, Finland, or
– by telephone, +358 9 7597 0735/Nora Nyman, or
– by fax, +358 9 7597 0720, or
– by email, yhtiokokous@aspocomp.com.The notification must state the name of the shareholder, his or her
representative, if any, and the contact information. We request that any Powers
of Attorney be submitted in connection with the registration or be sent by post.
Mailed and emailed notifications must reach the company before the deadline.Helsinki, December 22, 2006
THE BOARD OF DIRECTORS OF ASPOCOMP GROUP OYJ
Distribution:
The Nordic Exchange
Major media
www.aspocomp.comAPPENDIX 1:
PROPOSAL ON BOARD AUTHORIZATIONS
The Board of Directors proposes to the Extraordinary General Meeting of Aspocomp
Group Oyj that will be held on January 19, 2007, that the General Meeting will
decide to grant the following authorizations to the Board of Directors:1. SHARE ISSUE AUTHORIZATION
The Board of Directors will be authorized to decide on issuing new shares and
conveying the Aspocomp shares held by the company (“Share Issue Authorization”).The new shares can be issued and the company’s own shares conveyed either against
payment or for free:– to the company’s shareholders in proportion to their holding; or
– by means of a directed issue, waiving the pre-emptive subscription right of
shareholders, if there is a weighty financial reason for the company to do so,
such as the use of the shares as consideration in acquisitions or other business
arrangements, to finance investments or as part of the company’s incentive
scheme. The directed issue can be for free only if there is an especially weighty
reason for the company to do so, taking the interests of all shareholders into
account.2. GRANTING OF SPECIAL RIGHTS
The Board of Directors is authorized to grant special rights, as specified in
Article 1 of Chapter 10 of the Companies Act, to receive new shares in the
company or Aspocomp shares held by the company against payment such that either
the share subscription price will be paid in cash or the subscriber’s receivables
will be offset against the subscription price.3. MAXIMUM NUMBER OF SHARES TO BE ISSUED
A maximum total of 50,000,000 new shares can be granted in the share issue and/or
on the basis of special rights. A maximum of 200,000 own shares held by the
company can be conveyed.4. FREE ISSUE TO THE COMPANY
The Board of Directors is authorized to decide on a free issue to the company
itself such that the number of shares issued to the company would amount to no
more than one-tenth (1/10) of all the company’s shares. Own shares held by the
company or its subsidiaries will be included in this amount as specified in
paragraph 1, Article 11, Chapter 15 of the Companies Act. The rules concerning
own shares held by the company will be applied to the new shares registered for
the company.OTHER TERMS AND PERIOD OF VALIDITY
The Board of Directors will decide on other particulars of the share issues.
The Share Issue Authorization will be valid for no longer than two (2) years from
the date of the decision of the General Meeting.Helsinki, December 22, 2006
The Board of Directors
APPENDIX 2:
ARTICLES OF ASSOCIATION OF ASPOCOMP GROUP OYJ
I TRADE NAME, DOMICILE AND LINE OF BUSINESS OF THE COMPANY
Article 1
The trade name of the company shall be Aspocomp Group Plc. The trade name of the
company in the English language shall be Aspocomp Group Plc. The company shall be
domiciled in Helsinki.Article 2
The purpose of the company shall be, to itself or through its subsidiaries,
manufacture, trade, export, import and design components for the electrical and
electronic industries. The company shall centrally pro-vide for matters in
relation to the administration, financing and strategic planning of its group
companies, as well as plan the group’s investments.II SHARE CAPITAL AND SHARES
Article 3
The shares of the company shall belong to a book-entry securities system.III ADMINISTRATION OF THE COMPANY
The Board
Article 4
The Board shall consist of no fewer than four (4) and no more than eight (8)
members. The term of office of the members of the Board shall expire at the end
of the ordinary general meeting of the company which follows the election.Article 5
The Board shall form a quorum when more than half of its members are in
attendance and one of these is the Chairman or the Vice-chairman.Minutes
Article 6
Minutes shall be kept of meetings of the Board, in which those participating in
the meeting and the decisions made shall be recorded.Right to Sign in the Name of the Company
Article 7
The company shall be represented by Board members, either two together or with a
person authorized to represent the company, or by the President and CEO together
with a Board member or another person authorized to represent the company. The
Board may authorize other named persons to represent the company such that they
shall represent the company either two together or with a Board member or the
President and CEO.IV FINANCIAL STATEMENT AND AUDITORS
Article 8
The financial period of the company shall be the calendar year.Article 9
The company meeting shall elect one auditor to inspect the administration and
accounts of the company. The said auditor shall be an auditing corporation
approved by the Central Chamber of Commerce of Finland. The term of office of the
auditor shall be the financial period.V SHAREHOLDER’S MEETING
Article 10
The general meeting shall be held in Helsinki, Vantaa or Espoo. In order to
exercise his right to speak and vote at a company meeting, a shareholder must
register in the manner specified in the invitation to the meeting. The closing
date for registration shall be no sooner than ten days before the meeting.Article 11
The Notice of Meeting shall be delivered by means of a notice published in
newspapers chosen by the Board no sooner than two months and no later than
seventeen (17) days before the General Meeting.Article 12
The company meeting shall be opened by the Chairman or Vice-chairman of the Board
or by the oldest member of the Board in attendance, after which the chairman of
the meeting shall be elected.The minutes of the company meeting shall be recorded by a secretary summoned so
to do by the chairman. The minutes shall be signed by the chairman and by two
verifiers elected at the meeting for this purpose.Article 13
At the Annual General Meeting, the following shall be:submitted:
1. financial statements, the consolidated financial statements and the report of
the Board of Directors,
2. the auditors’ report,decided:
3. adoption of the financial statements and consolidated financial statements,
4. use of the profits shown in the balance sheet,
5. the release of the Board members and President and CEO from liability,
6. remuneration of the Board members and auditor,
7. the number of Board members,
8. other matters stated in the Notice of Meeting,elected:
9. members of the Board of Directors,
10. the auditor.