18.04.2007
INVITATION TO ANNUAL GENERAL MEETING OF ASPOCOMP GROUP OYJ
Aspocomp Group Oyj Notice to convene annual general meeting April 18, 2007 at 09:30 am
INVITATION TO ANNUAL GENERAL MEETING OF ASPOCOMP GROUP OYJ
Aspocomp Group Oyj’s shareholders are invited to the Annual General Meeting that will be held on Thursday, May 10, 2007, from 10 a.m. onwards in the Salikabinetti of Savoy Restaurant. The address is Eteläesplanadi 14, 7th floor, Helsinki, Finland. The check-in of shareholders who have signed up for the meeting will start at 9:30 a.m.
At the Annual General Meeting, the following matters will be addressed pursuant to Article 13 of the Articles of Association:
1. THE PRESENTATION OF THE FINANCIAL STATEMENTS, CONSOLIDATED FINANCIAL STATEMENTS, REPORT OF THE BOARD OF DIRECTORS AND THE AUDITOR’S REPORT AND THE ADOPTION OF THE FINANCIAL STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENTS
2. DISTRIBUTION OF THE PROFIT SHOWN IN THE BALANCE SHEET
The Board of Directors has decided to propose to the Annual General Meeting that no dividends shall be paid on the basis of the balance sheet confirmed for the financial year ended December 31, 2006.
3. RELEASING THE MEMBERS OF THE BOARD OF DIRECTORS AND THE PRESIDENT FROM LIABILITY
4. REMUNERATION OF BOARD MEMBERS AND THE AUDITOR
On the basis of the preparatory work carried out by the Nomination Committee, the Board of Directors proposes to the Annual General Meeting that the remunerations of the members of the Board of Directors shall remain the same as in 2006, i.e., annual remuneration of EUR 35,000 would be paid to the chairman, EUR 25,000 to the deputy chairman and EUR 15,000 to the members. The Board of Directors proposes that the annual remuneration be paid such that 60% would be paid in cash and that the other 40% would be used to buy shares in the company for conveyance to Board members. EUR 1,500 per meeting would be paid to the chairman and EUR 1,000 per meeting to the other members. EUR 1,500 per meeting would be paid to the members of the Board of Directors residing abroad. EUR 500 would be paid for each committees’ meeting. The Board of Directors also proposes that those members of the Board of Directors who reside outside of the Greater Helsinki area be reimbursed for reasonable travel and lodging costs.
In addition, the Board of Directors proposes that the auditor elected by the Annual General Meeting shall be paid as invoiced.
5. NUMBER AND ELECTION OF BOARD MEMBERS
According to Article 4 of the Articles of Association, the term of office of Board members ends at the conclusion of the next Annual General Meeting following their election. On the basis of the preparatory work carried out by the nomination committee, the Board of Directors proposes to the Annual General Meeting that the number of Board members be set at seven and that the current members of the Board – Aimo Eloholma, Johan Hammarén, Tapio Hintikka, Tuomo Lähdesmäki, Yoshiki Sasaki, Anssi Soila and Kari Vuorialho – be re-elected to the Board. Each of the members has given his consent.
6. ELECTION OF THE AUDITOR
Shareholders elect the auditor at the Annual General Meeting for a term of office ending at the conclusion of the next Annual General Meeting following their election. The Board of Directors proposes the re-election of PricewaterhouseCoopers Oy as the company’s auditor for the 2007 financial year. PricewaterhouseCoopers has given its consent.
7. AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON SHARE ISSUES AND GRANTING SPECIAL RIGHTS (Appendix 1)
The Board of Directors proposes that the Annual 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 (rights issue) or for free (bonus issue) 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 bonus 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 40,000,000 new shares would be issued and/or granted on the basis of special rights. A maximum of 200,000 own shares held by the company could be conveyed and/or received on the basis of special rights.
In addition, the authorization would include the right to decide on a bonus 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 and the granting of special rights.
The authorizations would be valid for two (2) years from the date of the decision of the Annual General Meeting.
The authorizations would not cancel previous unexercised share issue authorizations.
INFORMATION
The financial statement documents and the proposals of the Board of Directors that are on the agenda of the meeting will be available for inspection as from May 3, 2007 at Unioninkatu 18, 00130 Helsinki, Finland. The documents can also be perused at the Annual General Meeting. Copies of these documents will be sent to shareholders at their request.
RIGHT TO ATTEND
A shareholder is entitled to attend and vote at 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 Friday, April 30, 2007, and
– has registered for the Annual General Meeting no later than by 4 p.m. on May 7, 2007.
Owners of nominee-registered shares can be entered temporarily into the Shareholder Register on April 30, 2007 so that they may attend the Annual General Meeting.
REGISTRATION
A shareholder who wishes to attend the Annual General Meeting must notify the company of his or her intention to do so no later than 4 p.m. on May 7, 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, April 18, 2007
ASPOCOMP GROUP OYJ
THE BOARD OF DIRECTORS
Distribution:
The Nordic Exchange
Major media
www.aspocomp.com
Appendix 1: PROPOSAL ON BOARD AUTHORIZATIONS
The Board of Directors proposes to the Annual General Meeting of Aspocomp Group Oyj that will be held on May 10, 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 ("Rights Issue") or for free ("Bonus Issue"):
– 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 Bonus Issue 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 40,000,000 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 and/or received on the basis of special rights.
4. Bonus Issue to the company
The Board of Directors is authorized to decide on a Bonus 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 and the granting of special rights.
The authorizations will be valid for no longer than two (2) years from the date of the decision of the General Meeting.
The authorizations will not cancel previous unexercised share issue authorizations.
Helsinki, April 18, 2007
The Board of Directors