INVITATION TO ATTEND THE ANNUAL GENERAL MEETING

ASPOCOMP GROUP OYJ     STOCK EXCHANGE RELEASE   Feb 28, 2005 at 8:00 AM  1(8)

INVITATION TO ATTEND THE ANNUAL GENERAL MEETING
The shareholders of Aspocomp Group Oyj are invited to attend the Annual

General Meeting to be held on Thursday, April 7, 2005 at 12.00 PM at Palace

Gourmet in the conference hall, address: Eteläranta 10, 10th floor, Helsinki.

The check in for the Annual General Meeting will start at 11.30 AM.
At the Annual General Meeting the following matters will be addressed:
1. Matters to be addressed at the Annual General Meeting according to the

Section 15 of the Articles of Association
2. Authorising the Board of Directors to decide on the acquisition of own shares

(ENCLOSURE 1)
The Board of Directors submits that the Annual General Meeting authorise the

Board of Directors to decide on the acquisition of a maximum of 1,000,000 own

shares of counter book value of EUR 1, with assets distributable as profit.
The shares may be acquired solely by purchasing the shares via public trading

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

trading. The authorisation entitles the Board of Directors to decide to

acquire the shares in other proportion than to the shareholders’ holdings of

shares.
The shares may be acquired for the purposes of developing the capital

structure of the Company, financing and implementing corporate acquisitions

and other transactions, other transfers or invalidation. The acquisition of

the shares decreases distributable equity of the Company.
The authorisation is in force for one year from the date of the decision of the

Annual General Meeting.
3. Authorising the Board of Directors to decide on the conveyance of own shares

(ENCLOSURE 2)
The Board of Directors submits that the Annual General Meeting authorise the

Board of Directors to decide on conveyance of a maximum of 1,000,000 shares of

counter book value of EUR 1.
The Board of Directors is entitled to decide 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 and to decide on the

conveyance price and other conditions related to conveyance and to convey the

shares against other consideration than cash consideration.
The authorisation is in force for one year from the date of the decision of the

Annual General Meeting.
4. Authorising the Board of Directors to decide on share capital increase by new

issues and/or on taking convertible loans (ENCLOSURE 3)
The Board of Directors of the Company submits that the Annual General Meeting

authorise the Board of Directors to decide to increase the share capital by

one or several new issues and/or to take one or several convertible loans, so

                                                                         2(8)

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 4,000,000 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 Annual 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.
5. Auditor
The Audit Committee of the Board of Directors has decided to submit to the

Annual General Meeting that the Authorised Public Accountant corporation

PricewaterhouseCoopers Oy continue as the auditor of the Company. The auditor

has given its consent to such election.
Information
The annual accounts, the proposals of the Board of Directors mentioned above in

sections 2, 3 and 4  with their appendices as well as other documents related

thereto as required by the Companies Act will be held available at the address

Äyritie 12 a, FI-01510 Vantaa as of March 31, 2005 and at the Annual General

Meeting. Copies of these documents will be sent to the shareholders at request.
Right to attend the Annual General Meeting
A Shareholder is entitled to attend the General Meeting provided that he is no

later than March 24, 2005 entered as a shareholder in the Shareholder Register

of the Company maintained by the Finnish Central Securities Depository Ltd. or

if he is entitled thereto under Chapter 3a, Section 4, Subsection 2 of the

Companies Act.
Registration
A Shareholder, who wishes to attend the Annual General Meeting, shall notify

to the Company no later than April 4, 2005 at 16.00 of his intention to

attend. Such a notice shall be given either by mail to the address Aspocomp

Group Oyj, P.O.Box 230, FI-01511 Vantaa, by telephone +358 9 7597 0724/Ms

                                                                         3(8)

Marian Ärväs, by telefax +358 9 7597 0720 or by e-mail

yhtiokokous@aspocomp.com. When registering, the name of the share holder, a

possible representative and contact information needs to be provided. Any

Powers of Attorney are requested to be submitted in the connection of the

registration or to be sent by mail. Notification by post or by e-mail shall

arrive at the Company before the period of notice expires.
Dividend distributions
The Board of Directors has decided to propose for the Annual General Meeting

that a dividend of EUR 0.30 per share to be distributed to the shareholders on

year 2004. A shareholder is entitled to the dividend provided that he is no

later than April 12, 2005 entered as a shareholder in the Shareholder Register

of the Company maintained by the Finnish Central Securities Depository Ltd.

The Board of Directors proposes for the Annual General Meeting that the

dividend would be paid on April 19, 2005.
Vantaa February 27, 2005

The Board of Directors
For further information, please contact CEO Maija-Liisa Friman,

tel. +358 9 7597 0711.
ASPOCOMP GROUP OYJ
Maija-Liisa Friman

President and CEO
Distribution:

The Helsinki Stock Exchange

Major Media

www.aspocomp.com
ENCLOSURE 1
THE BOARD’S PROPOSAL FOR THE ANNUAL GENERAL MEETING 2005

– AUTHORISATION TO DECIDE ON THE ACQUISITION OF OWN SHARES
The Board of Directors of Aspocomp Group Oyj submits the following to the Annual

General Meeting to be held on April 7, 2005:
1. The Board of Directors submits that the General Meeting authorise the Board

of Directors to decide on the acquisition of a maximum of 1,000,000 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.
2. The Board of Directors is entitled to decide to acquire the shares solely

by purchasing the shares via public trading at Helsinki Stock Exchange at the

                                                                         4(8)

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

entitles the Board of Directors to decide to acquire the shares in other

proportion than to the shareholders’ holdings of shares.
3. 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 indicators are in the interests of the

shareholders, or if the Board of Directors considers it otherwise as a

favourable way of using liquid funds.
4. The Board of Directors is entitled to decide 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.
5. The acquisition of the shares decreases distributable equity of the Company.
6. 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.
7. The share holdings of persons belonging to the inner circle of the Company,

as determined in the Companies Act, amounted on February 24, 2005 to

10,730,810 shares of the aggregate number of 20,082,052 shares of the Company,

corresponding to 53.45% of the share capital of the Company. The inner

circle’s portion of voting rights attached to the shares corresponds to

53,45%. 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.
8. The Board of Directors is entitled to decide on other terms related to the

acquisition.
9. 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 auditors’ statements on the Board’s proposal and accounts are enclosed

to the proposal.
Vantaa, February 27, 2005
The Board of Directors
AUDITORS’ STATEMENT
To the Annual General Meeting of Aspocomp Group Oyj

                                                                         5(8)

The Board of Directors of Aspocomp Group Oyj has made a proposal 27.2.2005 to

the Annual General Meeting to be held on 7 April 2005 regarding an

authorisation for the Board of Directors to resolve to acquire and convey

Aspocomp Group Oyj shares on terms stated in the proposal.
We as auditors of Aspocomp Group Oyj give the following statement pursuant to

chapter 7, section 3, paragraph 2 and chapter 7, section 7, paragraph 1 in the

Companies’ Act. The proposal of the Board of Directors is drawn up in

accordance with the Companies’ Act comprising the reasons for the acquisition

and conveyance of the shares and the basis for determining the the acquisition

price as well as the conveyance price.
Helsinki, 27 February 2005
PricewaterhouseCoopers Oy

Authorised Public Accountants
Ilkka Haarlaa

Authorised Public Accountant
ENCLOSURE 2
THE BOARD’S PROPOSAL FOR THE ORDINARY GENERAL MEETING 2005

AUTHORISATION TO DECIDE ON THE CONVEYANCE OF OWN SHARES
The Board of Directors of Aspocomp Group Oyj submits the following to the

Annual General Meeting to be held on April 7, 2005:
1. The Board of Directors submits that the Annual General Meeting authorise

the Board of Directors to decide on conveyance of a maximum of 1,000,000

shares, each of counter book value EUR 1, acquired by the Company, in each

case subject to any limitations under applicable law.
2. The Board of Directors is entitled to decide on to whom and in which order

the shares will be conveyed.
3. 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.
4. The Board of Directors is entitled to decide on the conveyance price 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.
5. The Board of Directors is entitled to decide on other terms related to the

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

the Annual 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

                                                                         6(8)

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 conveyance 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 February 24, 2005 to 10,730,810

shares of the aggregate number of 20,082,052 shares of the Company,

corresponding to approximately 53.45% 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 auditors’ statements on the Board’s proposal and accounts are enclosed to

the proposal.
Vantaa, February 27, 2005
The Board of Directors
AUDITORS’ STATEMENT
To the Annual General Meeting of Aspocomp Group Oyj
The Board of Directors of Aspocomp Group Oyj has made a proposal 27.2.2005 to

the Annual General Meeting to be held on 7 April 2005 regarding an authorisation

for the Board of Directors to resolve to acquire and convey Aspocomp Group Oyj

shares on terms stated in the proposal.
We as auditors of Aspocomp Group Oyj give the following statement pursuant to

chapter 7, section 3, paragraph 2 and chapter 7, section 7, paragraph 1 in the

Companies’ Act. The proposal of the Board of Directors is drawn up in accordance

with the Companies’ Act comprising the reasons for the acquisition and

conveyance of the shares and the basis for determining the the acquisition price

as well as the conveyance price.
Helsinki, 27 February 2005
PricewaterhouseCoopers Oy

Authorised Public Accountants
Ilkka Haarlaa

Authorised Public Accountant

                                                                         7(8)
ENCLOSURE 3
BOARD’S PROPOSAL TO THE ANNUAL GENERAL MEETING 2005 FOR THE BOARDS’S

AUTHORISATION TO DECIDE ON NEW ISSUES AND/OR CONVERTIBLE LOANS
The Board of Directors proposes to the Annual General Meeting of Aspocomp Group

Oyj to be held on April 7, 2005 that the Board of Directors be authorised 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 4,000,000 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 or by using the right of set-off. 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.
The opinion of the company’s auditors on the reasons for the deviation of the

shareholders’ pre-emptive subscription right is attached to the proposal.
Vantaa, February 27, 2005
The Board of Directors
AUDITORS’ STATEMENT
To the Annual General Meeting of Aspocomp Group Oyj
Pursuant to Chapter 4, Section 4 a, Paragraph 2, and Chapter 4, Section 12 b,

Paragraph 1 in the Companies’ Act we, as auditors of Aspocomp Group Oyj, state

on the proposal dated 27.2.2005 of the Board of Directors to the Annual General

Meeting to issue new shares and/or convertible bonds that, in our opinion, the

                                                                         8(8)

proposal of the Board of Directors gives a true and fair view concerning the

basis for determining the subscription price and the reasons for deviation from

the shareholders’ pre-emptive rights to the subscription.
Helsinki, 27 February 2005
PricewaterhouseCoopers Oy

Authorised Public Accountants
Ilkka Haarlaa

Authorised Public Accountant