ASPOCOMP’S ANNUAL GENERAL MEETINGAspocomp Group Oyj Minutes of Annual General Meeting April 23, 2008
at 2:30 pmASPOCOMP’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 CEOAspocomp: Innovative interconnection solutions for the electronics
industryThe 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 SubscriptionIf 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
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