INVITATION TO ASPOCOMP GROUP OYJ’S ANNUAL GENERAL MEETING, APRIL 21, 2009 AT 10:00 AM
Aspocomp Group Oyj Company Announcement March 30, 2008 at 4:00 pm
INVITATION TO ASPOCOMP GROUP OYJ’S ANNUAL GENERAL MEETING, APRIL 21, 2009 AT 10:00 AM
Notice is given to the shareholders of Aspocomp Group Plc. of the Annual General Meeting to be held on Tuesday, 21 April 2009 at 10:00 a.m. at Restaurant Savoy, Sali cabinet, Eteläesplanadi 14, 7th floor, Helsinki. Registration of the persons who have given a prior notice to attend will commence at 9:30 a.m.
A. Matters on the Agenda of the General Meeting
At the General Meeting, the following matters will be considered:
1. Opening of the Meeting
2. Calling the Meeting to Order
3. Election of Persons to Scrutinize the Minutes and to Count the Votes
4. Recording the Legality of the Meeting
5. Recording the Attendance at the Meeting and Adoption of the List of Votes
6. Presentation of the Annual Accounts, the Report of the Board of Directors and the Auditor’s Report for the Year 2008
– Review by the CEO
7. Adoption of the Annual Accounts
8. Resolution on the Use of the Profit Shown on the Balance Sheet and the
Payment of Dividend
The board of directors proposes to the General Meeting that no dividend will be paid for 2008.
9. Resolution on the Discharge of the Members of the Board of Directors and the
CEO from Liability
10. Resolution on the Remuneration of the Members of the Board of Directors
The Board of Directors proposes to the General Meeting that the directors’ fees remain unchanged so that the chairman of the board of directors will receive EUR 24.000 per year, the other members will receive EUR 12.000 per year. The Board of Directors proposes that the annual remuneration be paid such that 60% would be paid in cash and that the other 40% would be used to buy shares in the company for conveyance to Board members. EUR 1,000 per meeting would be paid to the chairman and EUR 500 per meeting to the other members. The Board of Directors also proposes that those members of the Board of Directors who reside outside Greater Helsinki be reimbursed for reasonable travel and lodging costs.
11. Resolution on the Number of Members of the Board of Directors
The Board of Directors proposes to the Annual General Meeting that the number of Board members be set at three (3).
12. Election of Members of the Board of Directors
The Board of Directors proposes to the General Meeting that the following current board members be re-elected to the Board of Directors: Johan Hammarén, Tuomo Lähdesmäki and Kari Vuorialho.
13. Resolution on the Remuneration of the Auditor
The Board of Directors proposes to the General meeting that the auditor shall be paid as invoiced.
14. Election of Auditor
The Board of Directors proposes to the General Meeting that PricewaterhouseCoopers shall continue as the company’s auditor.
15. Proposal by the Board of Directors to Amend the Articles of Association
The Board of Directors proposes to the General Meeting that the Articles of Association be amended so that Articles 6 and 12 be deleted and the new Article 10 (former § 11) be amended to read as follows:
“Article 10 The notice of meeting shall be delivered to the shareholders at the earliest three (3) months and at the latest twenty-one (21) days prior to the General Meeting by publishing the notice on the company’s website and, should the board of directors so decide, in one widely circulated newspaper specified by the Board.”
16. Closing of the Meeting
B. Annual Shareholders’ Meeting Documents
The aforementioned proposals of the Board of Directors as well as this notice of meeting are available on Aspocomp Group Plc.’s website www.aspocomp.com. Aspocomp Group Plc.’s Annual Report, including the financial statements, the report of the Board of Directors and the auditor’s report, will be available on the aforementioned website at the latest on 3.4.2009. The proposals of the Board of Directors as well as the financial statements are also available at the Annual Shareholders’ Meeting and copies of them and this notice of the meeting will be sent to shareholders upon request.
C. Instructions for Participants to the Meeting
1. Right to Participate and Registration
The right to attend to the Annual Shareholders’ Meeting is restricted to those shareholders who, on 9 April 2009, are registered in the company’s register of shareholders, held by Euroclear Finland Ltd. (former Finnish Central Securities Depository Ltd.). A shareholder whose shares have been entered into his/her personal book-entry account is registered into the company’s shareholder register.
Shareholders wishing to attend the Annual Shareholders’ Meeting shall register by Thursday, 16 April 2009 at 4 p.m.. Registration may take place as follows:
– via email to firstname.lastname@example.org
– by telephone, +358 40 8203 352; working days between 9 a.m.and 4 p.m.;
– by telefax, +358 9 782 904; or
– by a letter to Aspocomp Group Plc., Annual General Meeting, Sinikalliontie 11, 02630 Espoo, Finland
In connection with the registration a shareholder shall give his/her name, personal identification number, telephone number and the name of a possible assistant. Personal information given by shareholders will only be used in connection with the Annual Shareholders’ Meeting and the processing of the necessary related registrations.
Pursuant to chapter 5, section 25 of the Finnish Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the Meeting.
2. Proxy Representative and Powers of Attorney
A shareholder may participate in the Annual General Meeting and exercise his/her rights at the Meeting by way of proxy representation.
A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting.
Possible proxy documents should be delivered in originals to Aspocomp Group Plc., Annual General Meeting, Sinikalliontie 11, 02630 Espoo, before the last date for registration.
3. Holders of Nominee Registered Shares
A holder of nominee registered shares, who wants to participate in the Annual General Meeting, must be entered into the register of shareholders of the company on 9 April 2009, the record date of the Meeting.
A holder of nominee registered shares is advised to request necessary instructions regarding the registration in the Register of Shareholders of the Company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank.
4. Other information
On the date of this notice to the Annual General Meeting, 30 March 2009, the total number of shares in Aspocomp Group Plc. is 40.905.130 shares and 40.905.130 votes.
Personal data given to Aspocomp Group Plc. by shareholders will only be used in connection with the Annual General Meeting and the processing of necessary registrations linked to it.
Espoo, 30 March 2009
ASPOCOMP GROUP PLC
BOARD OF DIRECTORS
NASDAQ OMX Helsinki
Appendix: The Board’s Proposal – Amendments to the Articles of Association
Articles of Association of Aspocomp Group Plc
I Trade Name, Domicile and Line of Business of the Company
The trade name of the company is Aspocomp Group Oyj. The trade name of the company in the English language is Aspocomp Group Plc. The company is domiciled in Helsinki.
The purpose of the company is to, itself or through its subsidiaries, manufacture, trade, export, import and design components for the electrical and electronic industries. The company centrally provides for matters in relation to the administration, financing and strategic planning of its group companies, as well as plans the group’s investments.
II Share Capital and Shares
The shares of the company belong to a book-entry securities system.
III Administration of the Company
The Board of Directors
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 following the election.
The Board shall form a quorum when more than half of its members are present and one of these is the Chairman or the Vice-chairman.
Right to Sign in the Name of the Company
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
The financial period of the company shall be the calendar year.
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 following the election.
V Shareholders’ Meeting
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.
The notice of meeting shall be delivered to the shareholders at the earliest three (3) months and at the latest twenty-one (21) days prior to the General Meeting by publishing the notice on the company’s website and, should the board of directors so decide, in one widely circulated newspaper specified by the Board
At the Annual General Meeting, the following shall be:
1. financial statements, the consolidated financial statements and the report of the Board of Directors,
2. the auditors’ report,
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,
9. members of the Board of Directors,