DECISIONS OF THE ASPOCOMP GROUP OYJ’S ANNUAL GENERAL MEETING

ASPOCOMP GROUP Oyj STOCK EXCHANGE RELEASE March 23,2001 at16.15 1(4)

DECISIONS OF THE ASPOCOMP GROUP OYJ’S ANNUAL GENERAL MEETING
The first quarter performance will be better than earlier estimated.

The Annual General Meeting of Aspocomp Group Oyj decided that a

dividend of EUR 0.50 per share be divided totalling EUR 5,070,963.

The dividend will be paid on April 4, 2001. The Annual General

Meeting decided to amend the Section 12 of the Articles of

Association in order to be consistent with the new amendment of the

Companies Act. The Annual General Meeting decided to authorize the

Board to acquire and convey own shares (the proposals have been

published as a stock exchange bulletin on February 19, 2001).
PROSPECTS FOR YEAR 2001
The first quarter capacity utilization rate is higher than expected.

Therefore the estimated net sales growth will be over 5% and thus

differs from the earlier published estimate. The net sales growth
estimate for the entire year is expected to be over 30% as earlier

announced.
THE MATTERS HANDLED AT THE ANNUAL GENERAL MEETING
Financial Statements for 2000 were adopted and the Members of the

Board of Directors and company’s President and CEO were discharged

from liability for the financial year 2000.
The Annual General Meeting decided that a dividend of EUR 0.50 per

share i.e. total of EUR 5,070,963 be distributed to the shareholders

from the company’s distributable funds. The dividend will be paid to

the shareholder who has been registered as a shareholder in the

Shareholders’ Register kept by Finnish Central Securities Depository

Ltd no later than March 28, 2001. The dividend will be paid on April

4, 2001.
Mr. Jorma Eloranta, Mr. Karl Van Horn, Mr. Aimo Eloholma, Mr. Roberto

Lencioni and Mr. Apichart Vilassakdanont continue as members of the

Board. Mr. Gustav Nyberg was re-elected as a Board member. Mr. Jorma

Eloranta continues as Chairman of the Board and Mr. Karl Van Horn as

Vice-Chairman of the Board.
Authorized Public Accounting Firm SVH Pricewaterhouse Coopers Oy was

appointed as the auditor of the company.
THE DECISION OF THE ANNUAL GENERAL MEETING ON AMENDING OF SECTION 12

OF THE ARTICLES OF ASSOCIATION
The Annual General Meeting decided to amend the Section 12 of the

Articles Association to be as follows:

In order to exercise his right to speak and vote at shareholders’

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.
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THE DECISION OF THE ANNUAL GENERAL MEETING TO AUTHORISE THE BOARD TO

DECIDE ON THE ACQUISITION OF OWN SHARES
The General Meeting decided to authorise the Board of Directors to

decide on the acquisition of a maximum of 507.096 own shares of

counter book value of EUR 1, with assets distributable as profit.

However, the aggregate counter book value of the shares or the voting

rights of the Company and of its subsidiaries shall not exceed five

(5) % of the Company’s share capital or total number of votes related

thereto.
The Board of Directors is entitled to acquire the shares solely by

purchasing the shares via public trading at Helsinki Stock Exchange

at the current market price of the time of the acquisition. The

authorisation entitles the Board of Directors to acquire the shares

in other proportion than to the shareholders’ holdings of shares.
Shares may be acquired to the extent and as the Board of Directors

decides for the purposes of developing the capital structure of the

Company, for financing and implementing corporate acquisitions and

other transactions, other transfers or invalidation, or if this

according to the Board’s opinion with regard to the financial

indicator per share is in the interests of the shareholders, or if

the Board of Directors considers it otherwise as a favourable way of

using liquid funds.
The Board of Directors is entitled to acquire the shares at the

current market price formed in public trading at the time of the

acquisition. The acquisition price of the shares shall be paid to the

shareholders according to the payment term determined by the

Regulation of the Helsinki Stock Exchange and the rules of the

Finnish Central Securities Depository Ltd.
The acquisition of the shares decreases distributable equity of the

Company.
As the maximum amount of the acquired shares shall not exceed five

(5) % of the Company’s aggregated share capital and total number of

votes related thereto, the acquisition will have no considerable

influence on the division of the holdings of the shareholders and of

the voting rights in the Company.
The share holdings of persons belonging to the inner circle of the

Company, as determined in the Companies Act, amounted on 15 February

2001 to 61,291 shares of the aggregate number of 10.141.926 shares of

the Company, corresponding to 0.60435 % of the share capital of the

Company. The inner circle’s portion of voting rights attached to the

shares corresponds to 0.60435 %.  Since the shares are acquired via

public trade at the Helsinki Stock Exchange, the Company does not

know which shareholders intend to sell their shares. Consequently, it

is not possible to determine the impact of the acquisition on the

division of the share holdings and the voting rights in the Company.
The Board of Directors is entitled to decide on other terms related

to the acquisition.

                                                           3(4)

The authorisation is in force for one year from the date of the

decision of the General Meeting.
Any decisions of the Board of Directors to acquire own shares by

virtue of the authorisation will be published separately.
THE DECISION OF THE ANNUAL GENERAL MEETING TO AUTHORISE THE BOARD TO

DECIDE ON THE CONVEYANCE OF OWN SHARES
The General Meeting decided to authorise the Board of Directors to

decide on conveyance of a maximum of 507.096 shares, of counter book

value EUR 1, which have been acquired pursuant to the authorisation

of the Board of Directors to acquire own shares.
The Board of Directors is entitled to decide on to whom and in which

order the shares will be conveyed.
The authorisation entitles the Board of Directors to deviate from the

shareholder’s right of pre-emption. The shares shall not be conveyed

in favour of a person belonging to the inner circle of the Company
The Board of Directors is entitled to decide on the conveyance and to

convey the shares against other consideration than cash

consideration. The authorisation entitles the Board of Directors to

decide on the means and the extent of the conveyance for the purposes

of financing and implementing corporate acquisitions and other

transactions, of the incentive system for the key personnel or for

being sold via public trading.
The Board of Directors is entitled to decide on other terms related

to the conveyance.
The authorisation is in force for one year from the date of the

decision of the General Meeting.
The purpose of the authorisation to convey own shares and the reasons

for conveyance of shares other than in relation to the shareholders’

share holdings
The intention of the authorisation is to create a possibility for the

Company to use own shares among others as remuneration in

acquisitions and in acquiring property to the Company. Because of

this, the Board of Directors considers that weighty financial reasons

exist to decide on conveying the shares other than in relation to the

shareholders’ share holdings.
The impacts of the conveyance on the division of the share holdings

and the voting rights in the Company and the share holdings of the

persons included in the inner circle
The Board of Directors is authorised to decide to whom and in what

order the own shares shall be conveyed. Consequently, it is not

possible at this stage to determine the impact of the acquisition on

the division of the share holdings and the voting rights in the

Company. Since the own shares held by the Company do not bring any

                                                           4(4)

right to attend the General Meeting nor any voting rights, it can be

stated that the shareholders’ relative voting rights are decreased

due to the conveyance.

The share holdings of persons belonging to the inner circle of the

Company, as determined in the Companies Act, amounted on 15 February

2001 to 61,291 shares of the aggregate number of 10,141,926 shares of

the Company, corresponding to approximately 0.60435 % of the share

capital and votes of the Company. The Board of Directors is not

entitled to convey the shares in favour of a person belonging to the

inner circle of the Company.
Helsinki March 23, 2001
The Board of Directors
For more information, please contact President and CEO Jarmo Niemi at

+358 9 759 70711
ASPOCOMP GROUP Oyj
Jarmo Niemi

President and CEO
Distribution:

Helsinki Exchanges

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www.aspocomp.com