ASPOCOMP APPLIES FOR LISTING OF 1999 A-WARRANTS ON THE MAIN LIST OF THE HELSINKI EXCHANGES AND CONTINUES THE ACQUIRING OF OWN SHARES

ASPOCOMP GROUP Oyj STOCK EXCHANGE RELEASE Oct 24,2001 at2:30p.m. 1(5)

ASPOCOMP APPLIES FOR LISTING OF 1999 A-WARRANTS ON THE MAIN LIST OF

THE HELSINKI EXCHANGES AND CONTINUES THE ACQUIRING OF OWN SHARES
The Board of Directors of Aspocomp Group Oyj has resolved to apply

for listing of all the A-warrants 1999 on the main list of the

Helsinki Exchanges so that the listing will commence approximately on

November 23, 2001.
The total amount of A-warrants is 375,000. Each warrant entitles its

holder to subscribe for one (1) Aspocomp Group Oyj share. In the

aggregate, the warrants entitle holders to subscribe for 375,000

shares. The present share subscription price with warrants is EUR

24/share. The dividends payable annually shall be deducted from the

share subscription price.
The Board of Directors of Aspocomp Group Oyj has decided to further

acquire a maximum of 100,000 Aspocomp shares through public trading

in addition to the already acquired 100,000 own shares. The decision

is based on the authorization given to the Board by the Annual

General Meeting on March 23, 2001 to acquire own shares. The shares

will be used for the purposes of developing the capital structure of

the company, for financing and implementing corporate acquisitions

and other transactions, other transfers or invalidation. The

repurchases will commence on October 31, 2001 at the earliest.
For further information, please contact President and CEO Jarmo Niemi

at +358 9 759 70711.
ASPOCOMP GROUP Oyj
Jarmo Niemi

President and CEO
DISTRIBUTION:

Helsinki Exchanges

Press and Media

www.aspocomp.com
Enclosure:

Terms and Conditions of the Warrants 1999
Enclosure 1
Terms and Conditions of the Warrants 1999
At its meeting on 1 October 1999 the Board of Directors (the ‘Board

of Directors’) of Aspocomp Group Oyj (the ‘Company’) has resolved to

propose to the Extraordinary General Meeting of Shareholders to be

held on 22 October 1999 that warrants be issued to the key persons to

                                                               2(5)

be separately appointed of the Aspocomp Group and to the Chairman of

the Board of Directors of Aspocomp Group Oyj on the following terms

and conditions:
I WARRANT TERMS
1. Number of warrants
The number of warrants issued will be 750,000, which entitle to

subscribe for 750,000 shares in Aspocomp Group Oyj.
2. Warrants
375,000 of the warrants will be marked with the letter A and 375,000

with the letter B.
The persons to which warrants will be issued will be notified in

writing by the Company about the issue of warrants. The warrants will

be delivered to the recipient when he or she has accepted the offer

of the Company. Warrant certificates shall upon request be delivered

to the warrant holder at the start of the relevant subscription

period unless the warrants have been transferred to the book-entry

system.
3. Right to warrants
The warrants shall, with deviation from the shareholders’ pre-emptive

right to subscription, be issued to the key persons to be separately

appointed of the Aspocomp Group, to Aspocomp Oy, a wholly-owned

subsidiary of Aspocomp Group Oyj, and to the Chairman of the Board of

Directors of Aspocomp Group Oyj. It is proposed that the

shareholders’ pre-emptive right to subscription be disapplied, since

the warrants are intended as part of the Group’s incentive program

for the key personnel.
4. Distribution of warrants
The Board of Directors decides upon the distribution of the warrants.

Warrants shall be issued to Aspocomp Oy to the extent that these are

not issued to the key persons of the Aspocomp Group and to the

Chairman of the Board of Directors of Aspocomp Group Oyj. The Board

of Directors of Aspocomp Group Oyj will decide at a later date upon

the distribution of the warrants issued to the subsidiary to the

employed key personnel of the Aspocomp Group or to the new Chairman

of the Board of Directors of Aspocomp Group Oyj. The maximum number

of warrants issued to the Chairman of the Board of Directors is

20,000  warrants.
5. Transfer of warrants and obligation to offer warrants
The warrants are freely transferable when the relevant share

subscription period has begun. The Board of Directors may, as an

exception to the above, permit the transfer of a warrant also at an

earlier date.
                                                                 3(5)

Should a subscriber cease to be employed by or in the service of the

Aspocomp Group before 1 November 2003 for any other reason than

retirement or death then such person shall without delay offer to the

Company free of charge those warrants for which the share

subscription period in accordance with Section II.2 had not begun at

the last day of such person’s employment.
The stipulations in this Section I.5 do not concern the Chairman of

the Board of Directors, who is not a full-time employee of the

Aspocomp Croup.
II  TERMS AND CONDITIONS OF THE SHARE SUBSCRIPTION
1. Right to subscribe new shares
Each warrant entitles its holder to subscribe for one (1) share in

Aspocomp Group Oyj with the book-value equivalent of 1,0 Euro

(approximation). As a result of the subscription, the number of

shares in Aspocomp Group Oyj may be increase by a maximum of 750,000

new shares, i.e., by a maximum of 750,000 Euro (approximation).
Aspocomp Oy shall not in its capacity as a subsidiary of Aspocomp

Group Oyj be entitled to subscribe for shares in Aspocomp Group Oyj

by virtue of the warrants.
2. Share subscription and payment
The subscription period starts:
– for warrant A on 1 November 2001

– for warrant B on 1 November  2003.
The share subscription period ends on 30 November 2005 for all

warrant certificates.
The share subscription shall take place at the head office of

Aspocomp Group Oyj and possibly at another location to be determined

later. Payment of shares subscribed shall be effected on

subscription.
3. Share subscription price
The share subscription price shall be twenty five (25) Euro. From the

share subscription price shall, as per the date when the relevant

dividend is available for payment, be deducted the amount of dividend

distributed after 22 October 1999 but before the date of share

subscription. The share subscription price shall always amount to at

least the book-value equivalent of the share.
4. Registration of shares
Shares subscribed for and fully paid shall be registered in the book-

entry account of the subscriber.
5. Shareholder rights

                                                                 4(5)

Shares shall entitle to dividend for the financial year in which the

subscription takes place. Other shareholder rights shall commence

when the increase of the share capital has been entered into the

trade register.
6. Share issues, convertible bonds and warrants before share

subscription
Should the Company, before the subscription for shares, raise its

share capital through an issue of new shares, or issue convertible

bonds or warrants relating to shareholding in Aspocomp Group Oyj, a

warrant holder shall have the same right as or an equal right to that

of a shareholder. Equality is reached in the manner determined by the

Board of Directors by adjusting the amount of shares available for

subscription, the subscription price or both of these.
Should the Company, before the subscription for shares, increase its

share capital by way of a bonus issue, the subscription ratio shall

be amended so that the ratio to the share capital of shares to be

subscribed for by virtue of warrants remains unchanged. If the number

of shares that can be subscribed for by virtue of one warrant should

be a fraction, the fractional part shall be taken into account by

reducing the subscription price.
7. Rights in certain cases
If the Company reduces its share capital before the subscription of

shares, the subscription right accorded by the terms of the warrant

shall be adjusted accordingly as specified in the resolution to

reduce the share capital.
If the Company is placed in liquidation before the subscription of

shares, the warrant owner shall be given an opportunity to exercise

his subscription right before the liquidation begins within a period

of time determined by the Board of Directors.
If the Company resolves to merge in another company as the company

being acquired or in a company to be formed in a combination merger

or if the Company resolves to be divided, the warrant owner shall

before the merger or division be given the right to subscribe for the

shares within the period of time determined by the Board of

Directors. After such date no subscription right shall exist.
If the Company resolves to acquire its own shares after the share

subscription period has begun by an offer made to all shareholders,

the warrant owner shall be made an equivalent offer. In other cases

the acquisition of the Company’s own shares does not require the

Company to take any action in relation to the warrant. If according

to the Companies Act a redemption right is created for a shareholder

to the shares of the other shareholders, the warrant owner shall be

given a right equal to that of the shareholders to sell his warrants

to the shareholder with the redemption right.
If the nominal value of the share is changed while the share capital

remains unchanged, the subscription terms shall be amended so that

                                                                 5(5)

the total nominal value of the shares available for subscription and

the total subscription price remain the same.
Converting the Company from a public company into a private company

will not affect the terms and conditions of the warrants.
8. Dispute resolution
Disputes arising in relation to the warrants shall be settled by

arbitration in accordance with the Arbitration Rules of the Central

Chamber of Commerce.
9. Other matters
The Board of Directors may decide on the transfer of the warrants to

the book-entry system at a later date and on the resulting technical

amendments to the terms and conditions. Other matters related to the

warrants are decided on by the Board of Directors. The warrant

documentation is kept available for inspection at the head office of

Aspocomp Group Oyj in Helsinki.