DECISIONS OF THE ASPOCOMP GROUP OYJ’S ANNUAL GENERAL MEETING

ASPOCOMP GROUP Oyj STOCK EXCHANGE RELEASE April 5,2002 at 4.20 pm1(4)

DECISIONS OF THE ASPOCOMP GROUP OYJ’S ANNUAL GENERAL MEETING
The Annual General Meeting of Aspocomp Group Oyj decided that no

dividend be distributed for the fiscal year 2001. The Annual General

Meeting decided to amend the Section 12 of the Articles of

Association regarding the place for the Annual General Meeting and

decided to authorize the Board to acquire own shares as well as to

decide on new issues and/or convertible loans. In addition the Annual

General Meeting decided to decrease the share capital of the company.
THE MATTERS HANDLED AT THE ANNUAL GENERAL MEETING
Financial Statements for 2001 were adopted and the Members of the

Board of Directors and company’s President and CEO and his Deputy

were discharged from liability for the financial year 2001.
The Annual General Meeting decided that no dividend be distributed

for the fiscal year 2001.
The Annual General Meeting dcided that the number of the Board

Members is six. Mr. Gustav Nyberg continues as a Board Member. Mr.

Jorma Eloranta, Mr. Karl Van Horn, Mr. Aimo Eloholma and Mr. Roberto

Lencioni were re-elected as Board Members. Mr. Tuomo Lähdesmäki was

elected as a new Board Member.

Authorized Public Accounting Firm PricewaterhouseCoopers 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:

The Annual General Meeting is held either in Helsinki, Vantaa or

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

DECIDE ON THE ACQUISITION OF OWN SHARES
According to the Board’s proposal the Annual General Meeting decided

to authorise the Board of Directors to decide on the acquisition of a

maximum of 500,000 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
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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 February 12,

2002 to 5,412,039 shares of the aggregate number of 10,141,926 shares

of the Company, corresponding to 53.4% of the share capital of the

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

shares corresponds to 53.4%.  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.
The authorisation is submitted to be 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 DECREASE THE SHARE

CAPITAL OF THE COMPANY
The Annual General Meeting decided to decrease the Company’s

share capital as set forth herein below:
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The Company’s share capital shall be decreased by invalidating the

maximum of 100,900 own shares acquired before February 15, 2002 and

in the possession of the Company corresponding to a maximum 100,900
euro without consideration. Only shares in the possession of the

Company shall be subject to invalidation.
The acquisition price of the shares shall be deducted from the

distributable funds of the Company. The tied capital of the Company

shall not be decreased, as the amount corresponding to the counter

book value of the invalidated shares are transferred to the premium

fund.
The decrease of the share capital by invalidating own shares does not

affect the shareholding and division of voting power in the Company,

as the invalidated shares are in the possession of the Company.
THE DECISION OF THE ANNUAL GENERAL MEETING TO AUTHORIZE THE BOARD TO

DECIDE ON NEW ISSUES AND/OR CONVERTIBLE LOANS
The Annual General Meeting decided to authorise the Board to decide

on new issues and/or convertible loans as follows:
The Board of Directors of the company is authorised to decide to

increase the share capital by one or several new issues and/or to

take one or several convertible loans, so that in a new issue of

shares and/or in converting convertible loans the share capital may

be increased by an aggregate maximum amount of EUR 2,000,000 or a

smaller amount corresponding to a maximum of one-fifth of the

registered share capital and the aggregate number of votes attaching

to the shares at the time of the authorisation decision of the

General Meeting and the decision of the Board of Directors to

increase the share capital.
The authorisation entitles the Board of Directors to deviate from the

pre-emptive right of subscription for new shares and/or convertible

loans, provided that there are weighty financial reasons of the

company for such a deviation, and to decide on subscription of shares

against apport en nature or otherwise on special terms and

conditions. The Board of Directors may use its authorisation when

required for developing the company’s business activities, for

consolidating the capital structure, for broadening the shareholder

basis, for facilitating corporate acquisitions and for other similar

purposes. The Board of Directors may not deviate from the

shareholders’ pre-emptive subscription right in favour of anyone

belonging to the inner circle of the company.
The authorisation also entitles the Board of Directors to decide on

the parties entitled to subscribe, the subscription price and other

terms of subscription, the terms and conditions of convertible loans

and other terms and matters relating to new issues and/or the taking

of a convertible loan.
The authorisation is in force for one year from the date of the

Annual General Meeting.
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Vantaa April 5, 2002
The Board of Directors
For more information, please contact President and CEO Jarmo Niemi at

+358 9 7597 0711
ASPOCOMP GROUP Oyj
Jarmo Niemi

President and CEO
Distribution:

Helsinki Exchanges

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www.aspocomp.com