ASPOCOMP’S ANNUAL GENERAL MEETING

ASPOCOMP’S ANNUAL GENERAL MEETING

Aspocomp Group Oyj Minutes of Annual General Meeting April 23, 2008

at 2:30 pm
ASPOCOMP’S ANNUAL GENERAL MEETING
The Annual General Meeting of Aspocomp Group Oyj on April 23, 2008

decided to change the articles of association of the company,

authorized the Board of Directors to issue and/or grant, on the basis

of special rights, a maximum of 55,000,000 new shares, and to convey

and/or receive, on the basis of special rights, a maximum of 200,000

own shares held by the company and to issue stock options to the

present or future CEO of the company. In addition, the meeting

decreased the number of Board members and remunerations of the

members of the Board. The Meeting also decided not to pay dividends

for financial year 2007.
The Annual General Meeting decided to change the articles of

association of the company as described in the attached articles of

association in a way that the Board shall consist of no fewer than

three (3) and no more than eight (8) members and that the company

shall be represented by the President and CEO alone.
The Annual General Meeting decided that the number of Board members

is three and elected the current members of the Board: Johan

Hammarén, Tuomo Lähdesmäki, and Kari Vuorialho. The Meeting

re-elected PricewaterhouseCoopers Oy as the company’s auditor for the

financial year 2008.
An annual remuneration of EUR 24,000 will be paid to the chairman of

the Board and EUR 12,000 to the members. The annual remuneration will

be paid such that 60% is paid in cash and the remaining 40% is used

to buy shares in the company for conveyance to Board members. EUR 1

000 per meeting will be paid to the chairman and EUR 500 per meeting

to the other members. The members of the Board residing outside of

the Greater Helsinki area are reimbursed for reasonable travel and

lodging costs. The auditor will be paid according to an invoice.
The Annual General Meeting authorized the Board to decide on issuing

new shares and conveying the Aspocomp shares held by the company. A

maximum of 55,000,000 new shares can be issued and/or granted 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.
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.
The authorization also includes 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.
In addition, the authorization includes the right to decide on a

bonus issue to the company itself such that the number of shares

issued to the company can 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 has the right to decide on other particulars

of the share issues and the granting of special rights. The

authorizations are valid for five (5) years from the date of the

decision of the Annual General Meeting. The new authorization cancels

the previous unexercised share issue authorizations.
The Annual General Meeting decided to issue stock options to the

present or future Chief Executive Officer of Aspocomp Group Plc

(CEO), on the terms and conditions attached hereto. The Annual

General Meeting made a decision to clarify the terms and conditions

according to which the stock options shall be distributed to the CEO

in several installments as to be resolved by the Board in separate

decisions. The Annual General Meeting further obligated the Board to

amend the terms and conditions with a view to improve the effect of

the stock option program.
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 program for the CEO. The purpose of the

stock options is to encourage the CEO to work on a long-term basis to

increase the shareholder value. The purpose of the stock options is

also to commit the CEO to the Company.
The maximum total number of stock options issued is 5,520,000. The

stock options entitle him to subscribe for a maximum total 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 of 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 EUR 0,10 and it

is based on the prevailing market price of the Aspocomp Group Plc

share on the OMX Nordic Exchange Helsinki Oy in March 2008. The share

subscription price will be recorded in the invested non-restricted

equity fund.
The share subscription period for stock options 2008A will be 1 April

2010 – 30 April 2014, for stock options 2008B 1 April 2011 – 30 April

2014, for stock options 2008C 1 April 2012 – 30 April 2014 and for

stock options 2008D 1 April 2013 – 30 April 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.
For further information, please contact Isto Hantila, CEO, tel. +358

9 591 8342.
ASPOCOMP GROUP OYJ
Isto Hantila

President and CEO
Aspocomp: Innovative interconnection solutions for the electronics

industry
The Aspocomp Group offers and develops innovative interconnection

solutions for the electronics industry in close cooperation with its

customers. We are strongly positioned as a supplier of automotive

industry and data communications networks. We offer our global

customers a fast road to mass production through flexible and

cost-effective adaptation of new technologies.
The Aspocomp Group’s production facilities are located close to its

customers in Finland and Thailand. In 2007, the Group’s net sales

stood at EUR 42 million and it had about 1,445 employees.
ANNEXES
Annex 1:
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 BELONGING TO A BOOK-ENTRY SECURITIES SYSTEM
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 three (3) 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 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.
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 expire at the end

of the ordinary general meeting of the company which follows the

election.
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.
Annex 2: ASPOCOMP GROUP PLC STOCK OPTIONS 2008
In its meeting on 2 April 2008, the Board of Directors of Aspocomp

Group Plc (the Board of Directors) has resolved to propose to the

Annual General Meeting of Shareholders of Aspocomp Group Plc (the

Company) to be held on 23 April 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 maximum total number of stock options issued is 5,520,000, and

they entitle their owner to subscribe for a maximum total 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 program.
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 of

the stock options returned later to the Company for the present or

future Group key personnel.
The stock options shall not constitute a part of service contract of

a stock option recipient, and they shall not be regarded as salary or

fringe benefit. The stock option recipient shall have no right to

receive compensation on any grounds, 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 such date. Should the stock option owner transfer or pledge

his stock options, he shall be obliged to inform the Company about

the transfer or pledge in writing, 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, 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. The Board of Directors can,

however, in these cases, decide that the stock option owner is

entitled to keep such stock options, or a part of them.
Should the stock options be transferred to the book-entry securities

system, the Company shall have the right to request and get

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 respective restrictions concerning the stock options to the

stock option owner’s book-entry account, without the consent of the

stock option owner.
II SHARE SUBSCRIPTION TERMS AND CONDITIONS
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 below-mentioned 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.  
The share subscription period shall be
– for stock option 2008A   1 April 2010 – 30 April 2014

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

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

– for stock option 2008D   1 April 2013 – 30 April 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 1 March¿31 March 2008.
The share subscription price of the stock option may be decreased in

certain cases mentioned 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 given the right to dividend and

other shareholder rights when the shares have been subscribed 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. Equality is reached

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, from the share subscription price of the stock options,

shall be deducted 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, from the share subscription price of the

stock options, shall be deducted 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 given the right 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 proceeding 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 into 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 to 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 of the shares of the Company, the

stock option owner shall be given a possibility to use his right of

share subscription by virtue of 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 defined in Section I.5 above.
III OTHER MATTERS
These terms and conditions shall be governed by the laws of Finland.

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 keep stock option owners on register 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 the case of any discrepancy between the Finnish and

English versions, the Finnish shall prevail.
Distribution:

The Nordic Exchange

Major media

www.aspocomp.com