DECISIONS OF THE ASPOCOMP GROUP OYJ’S ANNUAL GENERAL MEETING


ASPOCOMP GROUP Oyj STOCK EXCHANGE RELEASE April 4, 2003 at 5:10pm1(4)

DECISIONS OF THE ASPOCOMP GROUP OYJ’S ANNUAL GENERAL MEETING

The Annual General Meeting of Aspocomp Group Oyj decided that a
dividend of EUR 0.25 per share will be distributed for the fiscal
year 2002. The Annual General Meeting decided to authorize the Board
to acquire and convey own shares as well as to decide on new issues
and/or convertible loans.

THE MATTERS HANDLED AT THE ANNUAL GENERAL MEETING

Financial Statements for 2002 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 2002.

The Annual General Meeting decided that a dividend of EUR 0.25 per
share, total of EUR 2,485,256.50, will be distributed for the fiscal
year 2002. The dividend will be paid to a shareholder who has been
registered as a shareholder in the Shareholders’ Register kept by the
Finnish Central Securities Depository no later than April 9, 2003.
The dividend will be paid on April 9, 2003.

The Annual General Meeting decided that the number of the Board
Members is six. Mr. Jorma Eloranta, Mr. Aimo Eloholma, Mr. Roberto
Lencioni, Mr. Tuomo Lähdesmäki and Mr. Karl Van Horn continue as
Board Members. Mr. Gustav Nyberg was re-elected as a Board Member.
Authorized Public Accounting Firm PricewaterhouseCoopers Oy was
appointed as the auditor of the company.

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
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.

2(4)
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 20,
2003 to 7,257,968 shares of the aggregate number of 10,041,026 shares
of the Company, corresponding to 72.28 % of the share capital of the
Company. The inner circle’s portion of voting rights attached to the
shares corresponds to 72.28 %. 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 AUTHORISE THE BOARD TO
DECIDE ON THE CONVEYANCE OF OWN SHARES

According to the Board’s proposal the Annual General Meeting decided
to authorise the Board of Directors to decide on the conveyance of a
maximum of 500,000 shares, each of counter book value EUR 1, acquired
by the Company, in each case subject to any limitations under
applicable law.

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
3(4)
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. Therefore, 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

According to the proposal, the Board of Directors will be 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 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 20 February
2003 to 7,257,968 shares of the aggregate number of 10,041,026 shares
of the Company, corresponding to approximately 72.28 % 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.

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
4(4)
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.

Vantaa April 4, 2003

Aspocomp Group Oyj
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
Press and Media
www.aspocomp.com