INVITATION TO ASPOCOMP GROUP OYJ’S ANNUAL GENERAL MEETING, APRIL 23, 2008 AT 10:00 AM

Aspocomp Group Oyj   Company Announcement  April 2, 2008 at 3:15 pm 

 

INVITATION TO ASPOCOMP GROUP OYJ’S ANNUAL GENERAL MEETING, APRIL 23, 2008 AT 10:00 AM

 

Aspocomp Group Oyj’s shareholders are invited to the Annual General Meeting that will be held on Wednesday, April 23, 2008, from 10 a.m. onwards in the Conference room of the Savoy Restaurant. The address is Eteläesplanadi 14, 7th floor, Helsinki, Finland. The registration of shareholders who have signed up for the meeting will start at 9:30 a.m.

 

The following matters are addressed to the Annual General Meeting according the Companies Act and Article 13 of the Articles of Association:

 

1. Amendments to the Articles of Association

 

The Board of Directors proposes the following amendments to Articles 4 and 7 of the Articles of Association:

 

Section 4, first sentence: The Board shall consist of no fewer than three (3) and no more than eight (8) members.

 

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 alone. 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.

 

2. 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

 

3. 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 on December 31, 2007.

 

4. Releasing the members of the Board of Directors and the President from liability

 

5. 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 be as follows; annual remuneration of EUR 24,000 would be paid to the chairman and EUR 12,000 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 1,000 per meeting would be paid to the chairman and EUR 500 per meeting to the other members. The Board of Directors also proposes that those members of the Board of Directors who reside outside Greater Helsinki 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.

 

6. 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 close of the first 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 three (3) and that the current members of the Board, Johan Hammarén,  Tuomo Lähdesmäki and Kari Vuorialho, be re-elected to the Board. Each of the members has given his consent.

 

7. Election of the auditor

 

Shareholders elect the auditor at the Annual General Meeting for a term of office ending at the close of the first Annual General Meeting following their election. The Board of Directors proposes the re-election of PricewaterhouseCoopers Oy as the company’s auditor for the 2008 financial year. PricewaterhouseCoopers has given its consent.

 

8. Authorizing the Board of Directors to decide on share issues and granting special rights

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 (treasury 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 Chapter 10, Article 1 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 55,000,000 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 Chapter 15, Article 11, Paragraph 1 of the Companies Act.

 

The Board of Directors would have the right to decide on other particulars of the share issues.

 

The authorizations would be valid for five (5) years from the date of the decision of the Annual General Meeting.

 

The authorizations would cancel previous unexercised share issue authorizations.

 

9. Issue of stock options

 

The Board of Directors proposes that stock options be issued by the General Meeting of Shareholders to the present or future Chief Executive Officer of the Company (CEO). The company has a weighty financial reason for the issue of stock options, since the stock options are intended to form part of the incentive and commitment scheme for the CEO. The total maximum number of stock options issued is 5,520,000 and the stock options entitle him to subscribe for a total maximum of 5,520,000 new shares in the company or existing shares held by the company. The share subscription price will be recorded in the invested non-restricted equity fund.

 

The share subscription price of the stock option is based on the prevailing market price of the Aspocomp Group Oyj share on the OMX Nordic Exchange Helsinki in March 2008. The share subscription period for stock options 2008A will be April 1, 2010 – April 30, 2014, for stock options 2008B April 1, 2011 – April 30, 2014, for stock options 2008C April 1, 2012 – April 30, 2014 and for stock options 2008D April 1, 2013 – April 30, 2014. The CEO will, however, be entitled to subscribe for shares with all stock options within thirty (30) days from the date when the company has received the Confirmation of Acceptance concerning the stock options from him. However, the subscribed shares cannot be freely transferred and pledged until the share subscription period with the exercised stock options has begun. If the service contract of the CEO terminates before the beginning of the actual share subscription period, the subscribed shares cannot be freely transferred and pledged until six (6) months have lapsed from the termination of the service contract.

 

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 April 16, 2008 at Sinikalliontie 11, 02630 Espoo, Finland. The documents can also be seen 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 Annual 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 Thursday, April 11, 2008, and
– has registered for the Annual General Meeting by 4 p.m. on April 18, 2008.

 

Owners of nominee-registered shares can be entered temporarily into the Shareholder Register no later than on Friday, April 11, 2008, 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 April 18, 2008, either

 

– by email, yhtiokokous@aspocomp.com,or

– by telephone, + 358 9 591 8351 /Marian Ärväs and + 358 40 820 3352 /Hanna Heikkilä, or

– by fax, + 358 9 782 904, or

– by mail , Aspocomp Group Oyj, Sinikalliontie 11, 02630 Espoo, Finland

 

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.

 

Espoo, April 2, 2008

 

ASPOCOMP GROUP OYJ

 

THE BOARD OF DIRECTORS

 

 

Distribution:

The Nordic Exchange

Major media

www.aspocomp.com

 

 

Appendix 1: The Board’s Proposal – Amendments to the Articles of Association

 

The Board proposes that the first sentence of Article 4 of the Articles of Association, concerning the number of Board members, and Article 7, concerning the right to represent the company, be amended to read as follows:

 

Article 4: The Board shall consist of no fewer than three (3) and no more than eight (8) members.

 

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 alone.

 

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.

 

 

The amended Articles of Association

 

I The company’s business name, domicile and field of operations

 

Article 1

The company’s business name is Aspocomp Group Oyj. The company’s business name in English is Aspocomp Group Plc. The company is domiciled in Helsinki.

 

Article 2

The company’s field of operations is to carry on, itself or through its subsidiaries, manufacturing, trade, export and import as well as design related to components and equipment in the electronics field. The company attends, on a centralized basis, to matters connected with the administration, financing and strategic planning of Group companies and plans the Group’s capital expenditures.

 

II Share capital and shares

 

Article 3

The shares of the company are maintained under the book entry system.

 

III Administration of the company

 

The Board of Directors

 

Article 4

The Board of Directors shall have a minimum of three (3) and a maximum of eight (8) members. The Board of Directors shall elect a chairman and a vice chairman from amongst its number. The term of office of members of the Board of Directors shall end at the close of the first Annual General Meeting following their election.

 

Article 5

The Board of Directors has a quorum when more than half of its members are in attendance, one of whom is the chairman or vice chairman.

 

Minutes

 

Article 6

The names of those present, and decisions made, are to be noted in the minutes taken of the meetings of the Board of Directors.

 

Right to sign the business name

 

Article 7

The company’s business name shall be signed by the members of the Board of Directors, two together, or together with a person authorized to sign the business name or by the President and CEO alone.

 

The Board of Directors can grant the right to sign for the company to other designated persons such that they sign the business name, two together, or each separately together with a member of the Board of Directors or the President and CEO.

 

IV Financial statements and auditors

 

Article 8

The company’s financial year is the calendar year.

 

Article 9

For the purpose of auditing the company’s administration and accounts, the General Meeting shall elect one auditor that shall be a firm of independent public accountants approved by the Central Chamber of Commerce. The term of the auditor shall end at the close of the first General Meeting following his election.

 

V General Meeting

 

Article 10

General Meetings shall be held in Helsinki, Vantaa or Espoo. In order to have the right to speak and vote at a General Meeting, a shareholder shall register in the manner specified in the notice of meeting. The last date of notification can be no earlier 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 General Meeting shall be opened by the chairman of the Board, the vice chairman or the oldest member of the Board in attendance, after which a person shall be elected to chair the meeting.

 

The minutes of the General Meeting shall be kept by a secretary designated by the chairman. The minutes shall be signed by the chairman and two persons elected at the meeting for the purpose of checking the minutes.

 

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 upon:

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.

 

 

Appendix 2: Proposal to authorize the Board to issue shares and to grant special rights

 

The Board of Directors proposes to the Annual General Meeting of Aspocomp Group Oyj that will be held on April 23, 2008, that the Annual General Meeting 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 Chapter 10, Article 1 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 total maximum of 55,000,000 new shares can be granted in the share issue and/or on the basis of special rights. A maximum of 200,000 own shares (treasury 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 Chapter 15, Article 11, Paragraph 1 of the Companies Act. The rules concerning own shares held by the company will be applied to the new shares registered for the company.

 

5. 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 five (5) years from the date of the decision of the General Meeting.

 

The authorizations will cancel previous unexercised share issue authorizations.

 

Helsinki, April 2, 2008

 

The Board of Directors

 

 

 

APPENDIX 3: PROPOSAL BY THE BOARD OF DIRECTORS TO THE GENERAL MEETING CONCERNING THE ISSUE OF STOCK OPTIONS

 

 

The Board of Directors proposes to the Annual General Meeting of Aspocomp Group Oyj that will convene on April 23, 2008 that stock options be issued to the present or future Chief Executive Officer under the terms and conditions attached hereto.

 

The company has a weighty financial reason for the issue of stock options, since the stock options are intended to form part of the incentive and commitment scheme for the CEO. The purpose of the stock options is to encourage the CEO to work on a long-term basis to increase shareholder value. The purpose of the stock options is also to commit the CEO to the company.

 

The total maximum number of stock options issued is 5,520,000. The stock options entitle him to subscribe for a total maximum of 5,520,000 new shares in the company or existing shares held by the company. The stock options now issued can be exchanged for shares constituting a maximum total of 10.0% of the company’s shares and the votes conferred by the shares after the potential share subscription if new shares are issued in the share subscription.

 

The share subscription price of the stock option is based on the prevailing market price of the Aspocomp Group Oyj share on the OMX Nordic Exchange Helsinki in March 2008 which was EUR 0,10. The share subscription price will be recorded in the invested non-restricted equity fund.

 

The share subscription period for stock options 2008A will be April 1, 2010 – April 30, 2014, for stock options 2008B April 1, 2011 – April 30, 2014, for stock options 2008C April 1, 2012 – April 30, 2014 and for stock options 2008D April 1, 2013 – April 30, 2014. The CEO will, however, be entitled to subscribe for shares with all stock options within thirty (30) days from the date when the company has received the Confirmation of Acceptance concerning the stock options from him. However, the subscribed shares cannot be freely transferred and pledged until the share subscription period with the exercised stock options has begun. If the service contract of the CEO terminates before the beginning of the actual share subscription period, the subscribed shares cannot be freely transferred and pledged until six (6) months have lapsed from the termination of the service contract.  

 

Helsinki, April 2, 2008

 

The Board of Directors

 

 

ANNEX:

ASPOCOMP GROUP OYJ’S STOCK OPTIONS FROM 2008

 

At its meeting on April 2, 2008, the Board of Directors of Aspocomp Group Oyj (the Board of Directors) has resolved to propose to the Annual General Meeting of Shareholders of Aspocomp Group Oyj (the company) to be held on April 23, 2008 that stock options be issued to the present or future Chief Executive Officer of the company (the CEO), on the following terms and conditions:

 

 

I STOCK OPTION TERMS AND CONDITIONS

 

1. Number of stock options

 

The total maximum number of stock options issued is 5,520,000, and they entitle their owner to subscribe for a total maximum of 5,520,000 new shares in the company or existing shares held by the company. 

 

2. Stock options

 

Of the stock options, 1,380,000 are marked with the symbol 2008A, 1,380,000 are marked with the symbol 2008B, 1,380,000 are marked with the symbol 2008C and 1,380,000 are marked with the symbol 2008D.

 

The stock option recipient shall be notified in writing by the Board of Directors about the offer of stock options. The stock options shall be delivered to the recipient when he has accepted the offer of the Board of Directors.

 

3. Right to stock options

 

The stock options shall be issued gratuitously to the CEO. The company has a weighty financial reason for the issue of stock options, since the stock options are intended to form part of the CEO’s incentive and commitment scheme.

 

4. Distribution of stock options

 

A total of 5,520,000 stock options shall be distributed to the CEO. The Board of Directors shall decide upon the further distribution to present or future Group key personnel of any stock options that are returned to the company at a later date.

 

The stock options shall not constitute a part of a service contract of a stock option recipient, and they shall not be regarded as salary or a fringe benefit. The stock option recipient shall have no right to receive compensation for any reason on the basis of stock options during his service or thereafter. The stock option recipient shall be liable for all taxes and tax-related consequences arising from receiving or exercising stock options. 

 

5. Transfer and forfeiture of stock options

 

The company shall hold the stock options on behalf of the stock option owner until the beginning of the share subscription period. The stock options can freely be transferred and pledged when the relevant share subscription period has begun. The Board of Directors may, however, permit the transfer or pledge of stock options also before this date. Should the stock option owner transfer or pledge his stock options, he shall be obliged to inform the company in writing about the transfer or pledge without delay.

 

Should the service contract of the stock option owner be terminated for any reason other than the death or the statutory retirement of the stock option owner, he shall, gratuitously and without delay, forfeit to the company or to a party designated by it such stock options for which the share subscription period specified in Section II.2 has not begun on the last day of his service. The proceedings shall be similar if the rights and obligations arising from the stock option owner’s service are transferred to a new owner or holder upon the employer’s transfer of business. However, in such cases, the Board of Directors can decide that the stock option owner is entitled to keep such stock options in whole or in part.

 

Should the stock options be transferred to the book-entry securities system, the company shall have the right to request and have transferred all forfeited stock options from the stock option owner’s book-entry account to the book-entry account appointed by the company, without the consent of the stock option owner. In addition, the company shall be entitled to register transfer restrictions and other comparable restrictions concerning the stock options to the stock option owner’s book-entry account without the consent of the stock option owner.

 

II TERMS AND CONDITIONS OF SHARE SUBSCRIPTION

 

1. Right to subscribe for shares

 

Each stock option entitles its owner to subscribe for one (1) new share in the company or existing share held by the company. The share subscription price shall be recorded in the invested non-restricted equity fund.

 

2. Share subscription and payment

 

The stock option owner shall be entitled to subscribe for shares with all stock options within thirty (30) days from the date when the company has received the Confirmation of Acceptance concerning the stock options from the stock option owner. However, the subscribed shares cannot be freely transferred and pledged until the share subscription period with the exercised stock options has begun. If the service contract of the stock option owner terminates before the beginning of the share subscription period specified below, the subscribed shares cannot be freely transferred and pledged until six (6) months have lapsed from the termination of the service contract.  

 

The share subscription period shall be

 

– for stock option 2008A   April 1, 2010-April 30, 2014

– for stock option 2008B   April 1, 2011-April 30, 2014

– for stock option 2008C   April 1, 2012-April 30, 2014

– for stock option 2008D   April 1, 2013-April 30, 2014.

 

Share subscriptions shall take place at the head office of the company or possibly at another location and in the manner informed later. Upon subscription, payment for the shares subscribed for shall be made to the bank account designated by the company. The Board of Directors shall decide on all measures concerning the share subscription.

 

3. Share subscription price

 

The share subscription price of the stock option is the trade volume weighted average quotation of the share on the OMX Nordic Exchange Helsinki during March 1 – March 31, 2008.

 

The share subscription price of the stock option may be decreased in certain cases as specified in Section 7 below. The share subscription price shall, nevertheless, always amount to at least EUR 0.01.

 

4. Registration of shares

 

Shares subscribed for and fully paid shall be registered in the book-entry account of the subscriber.

 

5. Shareholder rights

 

The dividend rights of the new shares and other shareholder rights shall commence when the shares have been entered in the Trade Register.

 

If existing shares held by the company are given to the subscriber of shares, the subscriber shall be entitled to a dividend and other shareholder rights when the shares have been subscribed for and paid.

 

6. Share issues, stock options and other special rights entitling to shares before share subscription

 

If the company, before the share subscription, decides on an issue of shares or an issue of new stock options or other special rights entitling to shares, the stock option owner shall have the same right as, or an equal right to, that of a shareholder. Equal treatment is ensured in the manner determined by the Board of Directors by adjusting the number of shares available for subscription, the share subscription prices or both of these.

 

7. Rights in certain cases

 

If the company distributes dividends or funds from the non-restricted equity fund, the share subscription price of the stock options shall be reduced by the amount of the dividend or the amount of the distributable non-restricted equity decided after the beginning of the period for determination of the share subscription price but before share subscription, as per the dividend record date or the record date of the repayment of equity.

 

If the company reduces its share capital by distributing share capital to the shareholders, the share subscription price of the stock options shall be reduced by the amount of the distributable share capital decided after the beginning of the period for determination of the share subscription price but before share subscription, as per the record date of the repayment of share capital.

 

If the company is placed in liquidation before the share subscription, the stock option owner shall be given an opportunity to exercise his share subscription right within a period of time determined by the Board of Directors. If the company is deleted from the register before the share subscription, the stock option owner shall have the same right as, or an equal right to, that of a shareholder.

 

If the company resolves to merge with another company as a merging company or merge with a company to be formed in a combination merger, or if the company resolves to be demerged entirely, the stock option owner shall, prior to the merger or demerger, be entitled to subscribe for shares with his stock options, within a period of time determined by the Board of Directors. Alternatively, the Board of Directors can give the stock option owner the right to convert the stock options into stock options issued by the other company, in the manner determined in the draft terms of merger or demerger, or in the manner otherwise determined by the Board of Directors, or the right to sell the stock options prior to the merger or demerger. After such period, no share subscription right or conversion right shall exist. The same procedure applies to cross-border mergers or demergers, or if the company, after having registered itself as an European Company, or otherwise registers a transfer of its domicile from Finland to another member state. The Board of Directors shall decide on the impact of potential partial demerger on the stock options. In the above situations, the stock option owner shall have no right to require that the company redeem the stock options from him at their market value.

 

Repurchase or redemption of the company’s own shares or acquisition of stock options or other special rights entitling to shares shall have no impact on the position of the stock option owner. If the company, however, resolves to repurchase or redeem its own shares from all shareholders, the stock option owner shall be made an equivalent offer.

 

If a redemption right and obligation to all of the company’s shares, as referred to in Chapter 18, Section 1 of the Finnish Companies Act, arises for any of the shareholders before the end of the share subscription period, on the basis that a shareholder possesses over 90% of the shares and the votes conferred by the shares of the company, the stock option owner shall be given the possibility to exercise his right to subscribe for shares with the stock options within a period of time determined by the Board of Directors, or the stock option owner shall have an equal obligation to that of shareholders to transfer his stock options to the redeemer, irrespective of the transfer restriction set out in Section I.5 above.

 

III OTHER MATTERS

 

These terms and conditions shall be governed by Finnish law. Disputes arising in relation to the stock options shall be finally settled by arbitration in accordance with the Arbitration Rules of the Central Chamber of Commerce by one single arbitrator.

 

The Board of Directors may decide on the transfer of the stock options to the book-entry securities system at a later date and on the resulting technical amendments to these terms and conditions, as well as on other amendments and specifications to these terms and conditions which are not considered essential. Other matters related to the stock options shall be decided on by the Board of Directors.

 

The company shall be entitled to withdraw the stock options which have not been transferred, or with which shares have not been subscribed for, gratuitously, if the stock option owner acts against these terms and conditions, or against the instructions given by the company on the basis of these terms and conditions, or against applicable law, or against the regulations of the authorities.

 

The company can maintain a register of stock option owners, including stock option owners’ personal data. The company can send information on the stock options to the stock option owners by e-mail.

 

These terms and conditions have been prepared in Finnish and in English. In case of any discrepancy between the Finnish and English versions, the Finnish shall prevail.