INVITATION TO EXTRAORDINARY SHAREHOLDERS’ MEETING OF ASPOCOMP GROUP OYJ
Aspocomp Group Oyj Notice to convene EGM November 8, 2007 at 6:10 pm
Aspocomp Group Oyj’s shareholders are invited to the Extraordinary Shareholders’ Meeting that will be held on Monday, November 26, 2007, at 10 a.m. Finnish time in the Palace Gourmet Conference room. The address is Eteläranta 10, 10th floor, Helsinki, Finland. The registration of shareholders who have signed up for the meeting will start at 9:30 a.m.
The following matter will be addressed in the Meeting:
The Board of Directors proposes that the Shareholders’ Meeting approves the agreement concerning the following business arrangement.
Aspocomp Group Oyj and Hong Kong listed Meadville Holdings Limited have on November 8, 2007 signed an agreement (“Sale and Purchase Agreement”). According to the Sale and Purchase Agreement, the companies will carry out an arrangement whereby Aspocomp Group Oyj will, in the first phase, establish a new holding company and transfer to the company its subsidiaries in China (ACP Electronics Ltd.) and India (Aspocomp Electronics India Private Limited) as well as certain assets of its Salo plant. The total value of all assets to be transferred is agreed at about EUR 77 million. In the second phase, Meadville Holdings Limited will acquire 80% ownership share of the established new holding company from Aspocomp and pay EUR 61 million as consideration. Aspocomp will remain the minority owner of the company with 20% ownership. Aspocomp will use the received consideration to partially repay its interest bearing liabilities in Finland and to improve its liquidity.
According to the Sale and Purchase Agreement, Meadville Holdings Limited has the right to purchase from Aspocomp and Aspocomp has the right to sell to Meadville Holdings Limited its 20% shareholding in the company at the earliest in year 2013.
The proposal of the Board of Directors will be available at Aspocomp’s head office at Unioninkatu 18, 00130 Helsinki, Finland, starting November 19, 2007. The proposal of the Board of Directors can also be perused at the Shareholders’ Meeting. Copies of the proposal will be sent to shareholders at their request.
Right to attend
A shareholder is entitled to attend and vote at the Extraordinary Shareholders’ Meeting, provided that he or she has been entered as a shareholder in the Shareholder Register of the company, maintained by Finnish Central Securities Depository Ltd, on Friday, November 16, 2007, and has registered for the Shareholders’ Meeting in a manner described below.
Owners of nominee-registered shares can be entered temporarily into the Shareholder Register on November 16, 2007, 2007 so that they may attend the Shareholders’ Meeting.
A shareholder who wishes to attend the Extraordinary Shareholders’ Meeting must notify the company of his or her intention no later than 4 p.m. Finnish time on November 21, 2007, either
– by mail, Aspocomp Group Oyj, P.O. Box 331, 00131 Helsinki, Finland, or
– by telephone, +358 9 7597 0735/Taina Roivainen, or
– by fax, +358 9 7597 0720, or
– by email, firstname.lastname@example.org.
The notification must state the name of the shareholder, his or her representative, if any, and contact information. We request that any Powers of Attorney be submitted in connection with the registration or be sent by post. Notifications must reach the company before the deadline.
Helsinki, November 8, 2007
ASPOCOMP GROUP OYJ
THE BOARD OF DIRECTORS
The Nordic Exchange