INVITATION TO THE ANNUAL GENERAL MEETING OF ASPOCOMP GROUP PLC

ASPOCOMP GROUP PLC  STOCK EXCHANGE RELEASE  March 13, 2006 at 2:00 PM

INVITATION TO THE ANNUAL GENERAL MEETING OF ASPOCOMP GROUP PLC
The shareholders of Aspocomp Group Plc are invited to attend the Annual General

Meeting of Shareholders to be held on Monday, April 10, 2006 at 12 p.m. at Palace

Gourmet’s conference hall, address: Eteläranta 10, 10th floor, Helsinki. The

check-in for the meeting will start at 11 a.m.
At the General Meeting of Shareholders the following matters will be addressed

according to the Section 15 of the Articles of Association:
1. THE PRESENTATION OF THE FINANCIAL STATEMENTS AND AUDITOR’S REPORT TOGETHER

WITH ADOPTION OF THE FINANCIAL STATEMENTS
2. HANDLING OF THE FISCAL YEAR RESULT AND DISTRIBUTION OF DIVIDEND
The Board of Directors has decided to propose to the Annual General Meeting of

Shareholders that no dividend shall be distributed for the year 2005.
3. GRANTING OF DISCHARGE TO THE MEMBERS OF THE BOARD OF DIRECTORS AND THE

MANAGING DIRECTOR
4. REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS AND AUDITORS
Based on the preparation of the Nomination Committee, the Board of Directors

proposes to the General Meeting of Shareholders that the remunerations of the

members of the Board of Directors will remain the same as in 2005, i.e. an annual

remuneration of 35,000 euro would be paid to the chairman of the Board of

Directors, 25,000 euro to the deputy chairman of the Board of Directors, and

15,000 euro to the members of the Board of Directors. 1,500 euro per meeting

would be paid to the chairman of the Board of Directors, and 1,000 euro per

meeting would be paid to the deputy chairman and other members of the Board of

Directors. Regarding committee meetings, 500 euro would be paid per meeting. In

addition to the above mentioned remunerations, a member of the Board of Directors

residing abroad would receive 1,500 euro per meeting and the travel and

accommodation expenses arising from the meeting.
In addition, the Board of Directors proposes that the fee to the auditor elected

by the General Meeting of Shareholders would be paid according to the invoice.
5. THE NUMBER AND ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS
Pursuant to Article 6 of the Articles of Association, the term of office of all

members of the Board of Directors expires at the Annual General Meeting of

Shareholders. Based on the preparation of the Nomination Committee, the Board of

Directors proposes to the General Meeting of Shareholders that the Board of

Directors consists of six members and that the present members of the Board of

Directors, Messrs. Aimo Eloholma, Gustav Nyberg, Roberto Lencioni, Tuomo

Lähdesmäki, and Anssi Soila, would be re-elected and that Mr. Yosiko Sasaki,

citizen of Japan, would be elected as a new member. All the above have given

their consent to the role.
6. ELECTION OF THE AUDITOR
Shareholders elect the auditor at the General Meeting of Shareholders for one

year at a time. The Board of Directors proposes the re-election of

PricewaterhouseCoopers Oy for the company’s auditor for the financial year 2006

in accordance to their consent.
7. AUTHORISING THE BOARD OF DIRECTORS TO DECIDE ON INCREASING THE SHARE CAPITAL

THROUGH A NEW SUBSCRIPTION AND/OR TAKING UP CONVERTIBLE LOAN AND/OR ISSUING

OPTION RIGHTS (APPENDIX 1)
The Board of Directors proposes to the General Meeting of Shareholders that the

General Meeting of Shareholders would authorize the Board of Directors to decide

on increasing the share capital through one or several new subscriptions and/or

to take up one or several convertible loans and/or issuing option rights once or

several times, so that in the new issue and in the subscription of shares by

virtue of convertible loans and/or option rights the share capital may be

increased by an aggregate maximum amount of EUR 4,016,410 and the aggregate

maximum amount of votes attached to the new shares to be given is 4,016,410.
The authorization includes a right to deviate by means of a directed issue from

the shareholders’ pre-emptive subscription right to new shares, convertible loans

and/or option rights, provided that there is a weighty financial reason from the

company’s point of view for such a deviation. It also includes a right to decide

on the subscription of new shares so that the shares, convertible loans or option

rights may be subscribed against apport en nature or by using the right of set-

off or by otherwise on special terms and conditions. The Board of Directors may

use its authorization when required for facilitating corporate acquisitions and

developing company’s other business activities, for financing investments, for

consolidating the capital structure, for hedging the ancillary costs resulting

from options and for building up the payroll system and incentive scheme of the

company. The Board of Directors may not deviate from the shareholders’ pre-

emptive subscription right in favor of anyone belonging to the inner circle of

the company.
The authorization includes a right to decide on the parties entitled to

subscription, the subscription price and criteria for the price, the terms and

conditions for the subscription of new shares, and the terms and conditions of

convertible loans and/or option rights.
The authorization is in force for one year from the date of the decision of the

General Meeting of Shareholders.
8. AUTHORISING THE BOARD OF DIRECTORS TO DECIDE ON THE CONVEYANCE OF OWN SHARES

(APPENDIX 2)
The Board of Directors proposes that the Annual General Meeting of Shareholders

authorize the Board of Directors to decide on conveyance of a maximum of 200,000

own shares with book-counter value of EUR 1.00.
The Board of Directors is authorized to decide on to whom, under which

conditions, and what number of own shares shall be conveyed. The Board of

Directors decides on the conveyance price and other conditions related to

conveyance, and the shares may be conveyed against other consideration than cash

consideration. The authorization includes a right to convey shares in other

relation than that where a shareholder has the pre-emptive right to acquire the

company’s own shares, provided that such deviation is based on weighty financial

reasons from the company’s point of view.
The shares may be conveyed with a value decided by the Board of Directors and

they may be conveyed against other than cash consideration. The shares may be

conveyed in ways and scope decided by the Board of Directors to finance and

facilitate corporate acquisitions or other arrangements, or to key personnel

incentives (who may include the CEO and the Deputy CEO who belong to the inner

circle of the company), or they may be sold in public trading.
The authorization is in force for one year from the date of the decision of the

General Meeting of Shareholders.
9. ISSUING STOCK OPTIONS (APPENDICES 3 AND 4)
The Board of Directors proposes that the General Meeting of Shareholders decides

to issue stock options to the key personnel of the Aspocomp Group as well as to a

wholly owned subsidiary of Aspocomp Group Plc.
It is proposed that the shareholders’ pre-emptive subscription rights be deviated

from since the stock options are intended to form a part of the incentive and

commitment program for the key personnel. The maximum total number of stock

options issued shall be 930,000. Of the stock options, 310,000 shall be marked

with the symbol 2006A, 310,000 shall be marked with the symbol 2006B and 310,000

shall be marked with the symbol 2006C. The stock options shall be gratuitously

distributed. Each stock option entitles its owner to subscribe for one share in

the company. The book-counter value of each share is EUR 1.00. A subsidiary

cannot subscribe for shares by virtue of stock options.
The share subscription price for stock option 2006A shall be the trade volume

weighted average quotation of the Aspocomp Group Plc share on the Helsinki Stock

Exchange during 1 April-30 April 2006, for stock option 2006B the trade volume

weighted average quotation of the Aspocomp Group Plc share on the Helsinki Stock

Exchange during 1 April-30 April 2007, and for stock option 2006C the trade

volume weighted average quotation of the Aspocomp Group Plc share on the Helsinki

Stock Exchange during 1 April-30 April 2008. If the dividend ex date is in April,

the dividend shall be added to the above-mentioned average quotations of the

trading days that occur after the dividend ex date. From the share subscription

price of stock options shall, as per the dividend record date, be deducted the

amount of the dividend decided after the beginning of the period for

determination of the subscription price but before share subscription. The share

subscription price shall, nevertheless, always amount to at least the book

equivalent value of the share.
The share subscription period shall be for stock options 2006A, 1 May 2008-31 May

2010, for stock options 2006B, 1 May 2009-31 May 2011, and for stock options

2006C, 1 May 2010-31 May 2012. The stock options 2006A, 2006B and 2006C include

some prerequisites based on the Group’s financial targets. The share subscription

period for these stock options cannot, however, commence unless certain criteria,

determined before the distribution of these stock options by the Board of

Directors, have been attained.
As a result of the share subscriptions with the 2006 stock options, the share

capital of Aspocomp Group Plc may increase by a maximum total of EUR 930,000 and

the number of shares by a maximum total of 930,000 new shares.
The Group key personnel are obliged to acquire the company’s shares with a

certain proportion of the income gained from the stock options, in the manner

decided by the Board of Directors in connection with the decision to distribute

stock options.
10. AMENDING THE ARTICLES OF ASSOCIATION (APPENDICES 5 AND 6)
The Board of Directors proposes the “Article 8 Minutes” of the Articles of

Association to be amended so that the minutes shall be signed in accordance with

the Finnish Companies Act. Therefore the second sentence from that article shall

be removed. The amended article would read as follows:
“Article 8 Minutes
Minutes shall be kept of meetings of the Board, in which those participating in

the meeting and the decisions made shall be recorded.”
INFORMATION
As required by the Finnish Companies Act, the annual accounts, the proposals of

the Board of Directors mentioned above in sections 7-10 together with their

appendices, as well as other documents related hereto will be held available at

the address Unioninkatu 18, 00130 Helsinki, Finland as of 3 April 2006. The

documents are also available at the General Meeting of Shareholders. Copies of

these documents will be sent to the shareholders at request.
RIGHT TO ATTEND
A shareholder is entitled to attend the General Meeting of Shareholders provided

that he/she is
– entered as a shareholder in the Shareholder Register of the Company, maintained

by the Finnish Central Securities Depository Ltd., by no later than 31 March

2006, or if he/she is entitled thereto under Chapter 3a, Section 4, Subsection 2

of the Companies Act, and

– he/she has registered to the General Meeting of Shareholders by no later than

Wednesday 5 April 2006 at 4 p.m.
REGISTRATION
A shareholder who wishes to attend the Annual General Meeting of Shareholders

must notify the Company of his/her intention to attend by no later than 5 April

2006 at 4 p.m.
– by post to: Aspocomp Group Plc, P.O. Box 331, 00131 Helsinki, Finland, or

– by telephone to: +358 9 7597 0735/Ms Nora Nyman, or

– by telefax to: +358 9 7597 0720, or

– by e-mail to: yhtiokokous@aspocomp.com.
The notification should state the name of the shareholder, a possible

representative and the contact information. Any Powers of Attorney are requested

to be submitted in connection with the registration or to be sent by post.

Notification by post or by email must arrive at the Company before the period of

notice expires.
Helsinki, 13 March 2006
THE BOARD OF DIRECTORS OF ASPOCOMP GROUP PLC
Distribution:

Helsinki Stock Exchange

Major media

www.aspocomp.com
APPENDIX 1:
The BOARD OF DIRECTORS’ PROPOSAL TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

2006 FOR AUTHORISING THE BOARD OF DIRECTORS TO DECIDE ON INCREASING THE SHARE

CAPITAL THROUGH A NEW SUBSCRIPTION AND/OR TAKING UP CONVERTIBLE LOANS AND/OR

ISSUING OPTION RIGHTS
The Board of Directors proposes to the Annual General Meeting of Aspocomp Group

Plc to be held on 10 April 2006 that a following decision on authorizing the

Board of Directors to decide on new subscription and/or taking up convertible

loans and/or issuing option rights shall be made:
The Board of Directors of the company shall be authorized to decide on increasing

the share capital through one or several new subscriptions and/or to take up one

or several convertible loans and/or issuing option rights once or several times,

so that in the new issue and in the subscription of shares by virtue of

convertible loans and/or option rights the share capital may be increased by an

aggregate maximum amount of EUR 4,016,410 and the aggregate maximum amount of

votes attached to the new shares to be given is 4,016,410 which corresponds to a

maximum of one-fifth of the registered share capital and the aggregate number of

votes attached to the shares at the time of the authorization decision of the

General Meeting and the decision of the Board of Directors to increase the share

capital.
The authorization includes a right to deviate by means of a directed issue from

the shareholders’ pre-emptive subscription right for new shares, convertible

loans and/or option rights in accordance to Chapter 4 Section 2 of the Finnish

Companies Act, provided that there is a weighty financial reason from the

company’s point of view for such a deviation, and a right to decide on the new

subscription of shares so, that the shares, convertible loans or option rights

may be subscribed against apport en nature or by using the right of set-off or by

otherwise on special terms and conditions. The Board of Directors may use its

authorization when required for facilitating corporate acquisitions and

developing company’s other business activities, for financing investments, for

consolidating the capital structure, for hedging the ancillary costs resulting

from options and for building up the payroll system and incentive scheme of the

company. The Board of Directors may not deviate from the shareholders’ pre-

emptive subscription right in favor of anyone belonging to the inner circle of

the company.
The authorization includes a right to decide on the parties entitled to

subscribe, the criteria for the subscription price and the subscription price,

terms and conditions for subscription of the new shares and the terms and

conditions of convertible loans and/or option rights. The subscription price may

not, however, be lower than the book-counter value of a share.
The authorization is in force for one year from the date of the Annual General

Meeting of Shareholders.
The statement of the company’s auditors on the reasons for the deviation of the

shareholders’ pre-emptive subscription right is attached to the proposal.
Helsinki, 13 March 2006
The Board of Directors
AUDITORS’ STATEMENT

To the Annual General Meeting of Aspocomp Group Oyj
Pursuant to Chapter 4 Section 12 b Paragraph 1 and Section 4 a Paragraph 2 in the

Companies’ Act we state as auditors of Aspocomp Group Oyj with respect to the

proposal of 13 March 2006 by the Board of Directors to issue new shares and/or

convertible bonds and/or to grant option rights that in our opinion the proposal

of the Board of Directors of 13 March 2006 gives a true and fair view of the

grounds, on the basis of which the subscription price will be determined, and of

the reasons for deviating from the pre-emptive subscription right.
Helsinki, 13 March 2006
PricewaterhouseCoopers Oy

Authorized Public Accountants
Jouko Malinen

Authorized Public Accountant
APPENDIX 2:
THE BOARD OF DIRECTORS’ PROPOSAL TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

2006 FOR AUTHORISING THE BOARD OF DIRECTORS TO DECIDE ON THE CONVEYANCE OF OWN

SHARES IN POSSESSION OF THE COMPANY
The Board of Directors proposes, that the General Meeting of Shareholders

authorizes the Board of Directors to decide on the conveyance of own shares of

the company in one or several lots so, that the target of the authorization is

the aggregate maximum of 200,000 own shares with a book-counter value of 1 euro.

The amount of shares covered by the authorization is approximately 1.0 % of the

company’s share capital and all votes.
The Board of Directors is authorized to decide on to whom, on what conditions and

which number of own shares shall be conveyed.
The Board of Directors may decide on conveyance of own shares in other relation

as in which a share-holder has the pre-emptive right to acquire the company’s own

shares, if there is a weighty financial reason from the company’s point of view.

The Board of Directors considers that the purposes of use mentioned in the

authorization may constitute this kind of reason.
The shares may be conveyed with a value decided by the Board of Directors and

they may be conveyed against other consideration than cash consideration. The

shares may be conveyed in ways and scope decided by the Board of Directors to

finance and facilitate corporate acquisitions, for the key personnel (which may

include the Managing Director and the Deputy Managing Director, which belong to

the inner circle of the company) in incentive purposes or may be sold in public

trading.
The Board of Directors decides on other conditions of the conveyance of own

shares.
The authorization is in force one year from the date of the General Meeting of

Shareholders.
Helsinki, 13 March 2006
The Board of Directors
Appendix: The auditor’s statement
AUDITORS’ STATEMENT

To the shareholders of Aspocomp Group Oyj
The Board of Directors of Aspocomp Group Oyj has made a proposal to the Annual

General Meeting to be held on 10 April 2006 for authorizing the Board of

Directors to convey the company’s own shares in accordance with the terms in the

proposal.

Pursuant to Chapter 7 Section 1 Paragraph 1 in the Companies’ Act we state as

auditors of Aspocomp Group Oyj that the proposal of 13 March 2006 by the Board of

Directors is drawn up in accordance with the Companies’ Act including the reasons

for the conveyance and the grounds on the basis of which the conveyance price

will be determined.
Helsinki, 13 March 2006
PricewaterhouseCoopers Oy

Authorized Public Accountants
Jouko Malinen

Authorized Public Accountant
APPENDIX 3:
PROPOSAL BY THE BOARD OF DIRECTORS TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

2006 CONCERNING THE ISSUE OF STOCK OPTIONS
The Board of Directors of the company proposes to the Annual General Meeting of

Shareholders of Aspocomp Group Plc to be held on 10 April 2006 that the General

Meeting of Shareholders would decide to issue stock options to the key personnel

of the Group, as well as to a wholly owned subsidiary of Aspocomp Group Plc, on

the terms and conditions attached hereto.
The stock options shall, in deviation from the shareholders’ pre-emptive

subscription rights, be offered to the key personnel of the Group, as well as to

a wholly owned subsidiary of the company. It is proposed that the shareholders’

pre-emptive subscription rights be deviated from since the stock options are

intended to form a part of the incentive and commitment program for the key

personnel. The purpose of the stock options is to encourage the key personnel to

work on a long-term basis to increase shareholder value. The purpose of the stock

options is also to commit the key personnel to the company.
The maximum total number of stock options issued shall be 930,000. Of the stock

options, 310,000 shall be marked with the symbol 2006A, 310,000 shall be marked

with the symbol 2006B and 310,000 shall be marked with the symbol 2006C. The

stock options shall be gratuitously distributed, by the resolution of the Board

of Directors, to the key personnel employed by or to be recruited by the Group.

Upon issue, those stock options that are not distributed to the key personnel

shall be granted to Aspocomp Oy, a wholly owned subsidiary of Aspocomp Group Plc.

Each stock option entitles its owner to subscribe for one share in the company.

The book equivalent value of each share is EUR 1.00. The subsidiary cannot

subscribe for shares by virtue of stock options.
The share subscription price for stock option 2006A shall be the trade volume

weighted average quotation of the Aspocomp Group Plc share on the Helsinki Stock

Exchange during 1 April-30 April 2006, for stock option 2006B the trade volume

weighted average quotation of the Aspocomp Group Plc share on the Helsinki Stock

Exchange during 1 April-30 April 2007, and for stock option 2006C the trade

volume weighted average quotation of the Aspocomp Group Plc share on the Helsinki

Stock Exchange during 1 April-30 April 2008. If the dividend ex date is in April,

such dividend shall be added to the above-mentioned average quotations of the

trading days that are after the dividend ex date. From the share subscription

price of stock options shall, as per the dividend record date, be deducted the

amount of the dividend decided after the beginning of the period for

determination of the subscription price but before share subscription. The share

subscription price shall, nevertheless, always amount to at least the book

equivalent value of the share.
The share subscription period shall be, for stock options 2006A, 1 May 2008-31

May 2010, for stock options 2006B, 1 May 2009-31 May 2011 and for stock options

2006C, 1 May 2010-31 May 2012. Some prerequisites based on the Group’s financial

targets are included in the stock options 2006A, 2006B and 2006C. The share

subscription period for these stock options cannot, however, commence, unless

certain criteria, determined before the distribution of these stock options by

the Board of Directors, have been attained.
As a result of the share subscriptions with the 2006 stock options, the share

capital of Aspocomp Group Plc may be increased by a maximum total of EUR 930,000

and the number of shares by a maximum total of 930,000 new shares.
Stock options can also be distributed to the key personnel of the Group who, now

or in the future, belong to the inner circle of the company. The maximum total

share ownership of these people is 59.97% of the company’s shares and voting

rights of the shares at the moment.
The maximum total share ownership of the people belonging to the inner circle of

the company can amount to 61.74% of the company’s shares and voting rights of the

shares, on the basis of the stock options now issued, provided that the people

belonging to the inner circle of the company would be allocated all stock options

and they would subscribe for shares with all of their stock options.
The stock options now issued can be exchanged for shares constituting a maximum

total of 4.43% of the company’s shares and voting rights of the shares after the

potential share capital increase.
The Group key personnel are obliged to acquire the company’s shares with a

proportion of the income gained from the stock options, in the manner decided by

the Board of Directors in connection with the decision to distribute stock

options.
Helsinki, 13 March 2006
The Board of Directors
Appendices: Terms and conditions of the stock options 2006

            The auditors’ statement
AUDITORS’ STATEMENT

To the Annual General Meeting of Aspocomp Group Oyj
Pursuant to Chapter 4 Section 12 b Paragraph 1 and Section 4 a Paragraph 2 in the

Companies’ Act we state as auditors of Aspocomp Group Oyj with respect to the

proposal of 13 March 2006 by the Board of Directors to grant option rights that

in our opinion the proposal of the Board of Directors of 13 March 2006 gives a

true and fair view of the grounds, on the basis of which the subscription price

will be determined, and of the reasons for deviating from the pre-emptive

subscription right.
Helsinki, 13 March 2006
PricewaterhouseCoopers Oy

Authorized Public Accountants
Jouko Malinen

Authorized Public Accountant
APPENDIX 4:
ASPOCOMP GROUP PLC STOCK OPTIONS 2006
The Board of Directors of Aspocomp Group Plc (Board of Directors) has in its

meeting on 13 March 2006 resolved to propose to the Annual General Meeting of

Shareholders of Aspocomp Group Plc (Company) to be held on 10 April 2006 that

stock options be issued to the key personnel of the Company and its subsidiaries

(Group) and to a wholly owned subsidiary of the Company on the following terms

and conditions:
I STOCK OPTION TERMS AND CONDITIONS
1. Number of Stock Options
The maximum total number of stock options issued shall be 930,000, and they

entitle their owners to subscribe for a maximum total of 930,000 shares in the

Company (share).
2. Stock Options
Of the stock options, 310,000 shall be marked with the symbol 2006A, 310,000

shall be marked with the symbol 2006B and 310,000 shall be marked with the symbol

2006C.
The people, to whom stock options are issued, shall be notified in writing by the

Board of Directors about the offer of stock options. The stock options shall be

delivered to the recipient when he or she has accepted the offer of the Board of

Directors. Stock option certificates shall, upon request, be delivered to the

stock option owner at the start of the relevant share subscription period, unless

the stock options have been transferred to the book-entry securities system.
3. Right to Stock Options
The stock options shall, in deviation from the shareholders’ pre-emptive

subscription rights, be gratuitously issued to the key personnel of the Group and

to Aspocomp Oy (Subsidiary), a wholly owned subsidiary of the Company. The

shareholders’ pre-emptive subscription rights are proposed to be deviated from

since the stock options are intended to form part of the Group’s incentive and

commitment program for the key personnel.
4. Distribution of Stock Options
The Board of Directors shall decide upon the distribution of the stock options.

The Subsidiary shall be granted stock options to the extent that the stock

options are not distributed to the key personnel of the Group.
The Board of Directors shall later decide upon the further distribution of the

stock options granted or returned later to the Subsidiary, to the key personnel

employed by or to be recruited by the Group.
Upon issue, all stock options 2006B and 2006C and those stock options 2006A that

are not distributed to the key personnel, shall be granted to the Subsidiary. The

Subsidiary can distribute stock options 2006 to the key personnel employed by or

to be recruited by the Group by the resolution of the Board of Directors.
5. Transfer of Stock Options and Obligation to offer Stock Options
The stock options are freely transferable, when the relevant share subscription

period has begun. The Board of Directors may, however, permit the transfer of a

stock option also before such date. The Company shall hold the stock options on

behalf of the stock option owner until the beginning of the share subscription

period. The stock option owner has the right to acquire possession of the stock

options when the relevant share subscription period begins. Should the stock

option owner transfer his/her stock options, he/she is obliged to inform the

Company about the transfer in writing, without delay.
Should a stock option owner cease to be employed by or in the service of the

Group, for any reason than the death or retirement of the stock option owner,

such person shall, without delay, offer to the Company or its order, free of

charge, the stock options for which the share subscription period specified in

Section II.2 has not begun, on the last day of such person’s employment or

service. The Board of Directors can, however, in the above-mentioned cases,

decide that the stock option owner is entitled to keep such stock options, or a

part of them, which are under the offering obligation.
Regardless of whether the stock option owner has offered his/her stock options to

the Company or its order or not, the Company is entitled to inform the stock

option owner in writing that the stock option owner has lost his/her stock

options on the basis of the above-mentioned reasons. Should the stock options be

transferred to the book-entry securities system, the Company has the right,

whether or not the stock options have been offered to the Company or its order,

to request and get transferred all the stock options under the offering

obligation from the stock option owner’s book-entry account to the book-entry

account appointed by the Company, without the consent of the stock option owner.

In addition, the Company is entitled to register transfer restrictions and other

respective restrictions concerning the stock options to the stock option owner’s

book-entry account, without the consent of the stock option owner.
II SHARE SUBSCRIPTION TERMS AND CONDITIONS
1. Right to subscribe for new Shares
Each stock option entitles its owner to subscribe for one (1) share. The book

equivalent value of each share is EUR 1.00. As a result of the share

subscriptions, the share capital of the Company may be increased by a maximum

total of EUR 930,000 and the number of shares by a maximum total of 930,000 new

shares.
The Subsidiary shall not be entitled to subscribe for shares on the basis of the

stock options.
2. Share Subscription and Payment
The share subscription period shall be
– for stock option 2006A 1 May 2008-31 May 2010

– for stock option 2006B 1 May 2009-31 May 2011

– for stock option 2006C 1 May 2010-31 May 2012.
The share subscription period for stock options 2006A, 2006B and 2006C shall,

however, not commence, unless certain performance criteria, determined before the

distribution of these stock options by the Board of Directors and based on the

financial targets of the Group, have been attained.
Share subscriptions shall take place at the head office of the Company or

possibly at another location to be determined later. The subscriber shall

transfer the respective stock option certificates with which he/she subscribes

for shares, or, in the case of the stock options having been transferred to the

book-entry securities system, the stock options with which shares have been

subscribed for shall be deleted from the subscriber’s book-entry account. Upon

subscription, payment for the shares subscribed for, shall be made to the bank

account appointed by the Company. The Board of Directors shall decide on all

measures concerning the share subscription.
3. Share Subscription Price
The share subscription price shall be:
– for stock option 2006A, the trade volume weighted average quotation of the

share on the Helsinki Stock Exchange during 1 April-30 April 2006

– for stock option 2006B, the trade volume weighted average quotation of the

share on the Helsinki Stock Exchange during  1 April-30 April 2007

– for stock option 2006C, the trade volume weighted average quotation of the

share on the Helsinki Stock Exchange during 1 April-30 April 2008.
If the dividend ex date is in April, such dividend shall be added to the above-

mentioned average quotations of the trading days that are after the dividend ex

date.
From the share subscription price of the stock options shall, as per the dividend

record date, be deducted the amount of the dividend decided after the beginning

of the period for determination of the share subscription price but before share

subscription. The share subscription price shall, nevertheless, always amount to

at least the book equivalent value of the share.
4. Registration of Shares
Shares subscribed for and fully paid shall be registered in the book-entry

account of the subscriber.
5. Shareholder Rights
The dividend rights of the shares and other shareholder rights shall commence

when the increase of the share capital has been entered into the Trade Register.
6. Share Issues, Convertible Bonds and Stock Options before Share Subscription
Should the Company, before the share subscription, increase its share capital

through an issue of new shares, or an issue of new convertible bonds or stock

options, a stock option owner shall have the same right as, or an equal right to,

that of a shareholder. Equality is reached in the manner determined by the Board

of Directors by adjusting the number of shares available for subscription, the

share subscription price or both of these.
Should the Company, before the share subscription, increase its share capital by

way of a bonus issue, the subscription ratio shall be amended so that the ratio

to the share capital of shares to be subscribed for by virtue of the stock

options remains unchanged. If the number of shares that can be subscribed for by

virtue of one stock option is a fraction, the fractional part shall be taken into

account by reducing the share subscription price.
7. Rights in Certain Cases
If the Company reduces its share capital before the share subscription, the

subscription right accorded by the terms and conditions of the stock options

shall be adjusted accordingly, as specified in the resolution to reduce the share

capital.
If the Company is placed in liquidation before the share subscription, the stock

option owner shall be given an opportunity to exercise his/her subscription right

before the liquidation begins, within a period of time determined by the Board of

Directors.
If the Company resolves to merge into another company as the company being

acquired or into a company to be formed in a combination merger, or if the

Company resolves to be divided, the stock option owners shall, before the merger

or division, be given the right to subscribe for the shares with their stock

options, within a period of time determined by the Board of Directors. After such

period, no subscription right shall exist. In the above situations, the stock

option owners shall have no right to require that the Company redeem the stock

options from them at their market value.
If the Company, after the beginning of the share subscription period, resolves to

acquire its own shares by an offer made to all shareholders, the stock option

owners shall be made an equivalent offer. In other cases, acquisition of the

Company’s own shares shall not require the Company to take any action in relation

to the stock options.
If, a redemption right and obligation to all of the Company’s shares, as referred

to in Chapter 14 Section 19 of the Finnish Companies Act, arises to any of the

shareholders, before the end of the share subscription period, on the basis that

a shareholder possesses over 90% of the shares and the votes of the shares of the

Company, or if a situation, as referred to in Chapter 6 Section 6 of the Finnish

Securities Market Act, or a situation, as referred to in Section 16 in the

Articles of Association of the Company, arises to any of the shareholders, the

stock option owners shall be given a possibility to use their right of

subscription by virtue of the stock options, within a period of time determined

by the Board of Directors, or they shall be given an equal possibility to that of

shareholders to sell their stock options to the redeemer, irrespective of the

transfer restriction defined in Section I.5 above. A shareholder who possesses

over 90% of the shares and votes of the shares of the Company has the right to

purchase the stock option owner’s stock options at their market value.
If the number of the Company’s shares is changed, while the share capital remains

unchanged, the share subscription terms and conditions shall be amended so that

the relative proportion of shares available for subscription with the stock

options to the total number of the Company’s shares, as well as the share

subscription price total, remain the same.
Converting the Company from a public company into a private company shall not

affect the terms and conditions of the stock options.
III OTHER MATTERS
The laws of Finland shall be applied to these terms and conditions. Disputes

arising in relation to the stock options shall be settled by arbitration in

accordance with the Arbitration Rules of the Central Chamber of Commerce.
The Board of Directors may decide on the transfer of the stock options to the

book-entry securities system at a later date and on the resulting technical

amendments to these terms and conditions, including those amendments and

specifications to the terms and conditions which are not considered essential.

Other matters related to the stock options shall be decided on by the Board of

Directors. The stock option documentation shall be kept available for inspection

at the head office of the Company.
The Company shall be entitled to withdraw the stock options which have not been

transferred, or with which shares have not been subscribed for, free of charge,

if the stock option owner acts against these terms and conditions, or against the

regulations given by the Company on the basis of these terms and conditions, or

against applicable law, or against the regulations of the authorities.
These terms and conditions have been made in Finnish and in English. In the case

of any discrepancy between the Finnish and English terms and conditions, the

Finnish terms and conditions shall decide.
APPENDIX 5:
THE BOARD OF DIRECTORS’ PROPOSAL TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

2006 FOR THE AMENDMENT OF THE ARTICLES OF ASSOCIATION
The Board of Directors of Aspocomp Group Plc proposes the following to the Annual

General Meeting of Shareholders to be held on 10 April 2006:
“Article 8 Minutes” of the Articles of Association to be amended so, that the

minutes shall be signed in accordance with the Finnish Companies Act and

therefore the second sentence from that article shall be removed. The amended

article would read as follows:
“Article 8 Minutes
Minutes shall be kept of meetings of the Board, in which those participating in

the meeting and the decisions made shall be recorded.”
The new Articles of Association is attached to the proposal.
Helsinki, 13 March 2006
The Board of Directors
APPENDIX 6: THE AMENDED ARTICLES OF ASSOCIATION
ARTICLES OF ASSOCIATION OF ASPOCOMP GROUP PLC
I Trade Name, Domicile and Line of Business of the Company
Art. 1

The trade name of the company shall be Aspocomp Group Plc. The trade name of the

company in the English language shall be Aspocomp Group Plc. The company shall be

domiciled in Helsinki.
Art. 2

The purpose of the company shall be, to itself or through its subsidiaries,

manufacture, trade, export, import and design components for the electrical and

electronic industries. The company shall centrally provide for matters in

relation to the administration, financing and strategic planning of its group

companies, as well as plan the group’s investments.
II Share Capital and Shares
Art. 3

The minimum share capital of the company shall be EUR 8,729,178 and its maximum

share capital shall be EUR 34,916,712, within which limits the share capital may

be increased or decreased without amending the articles of association.
Art. 4

The minimum number of shares shall be 8,729,178 and the maximum number of shares

34,916,712.
Art. 5

The shares of the company shall belong to a book-entry securities system.
The right to receive distributed funds from the company and the right to

subscribe when the share capital is increased shall be enjoyed only by those,
1. who have been entered as shareholders in the shareholders’ register;

2. whose right to receive a remittance has, on the record date, been entered in a

book-entry security account of a shareholder entered in the shareholders’

register and has been entered in the shareholders’ register; or

3. where a share has been subject to administrative registration, in whose book-

entry securities account a share has been entered on the record date, and the

custodian of whose shares has, on the record date, been entered in the

shareholders’ register as the custodian of the shares.
III Administration of the Company
The Board
Art. 6

The Board shall consist of no fewer than four (4) and no more than eight (8)

members. Among its members, the Board shall elect the Chairman and the Vice-

chairman. The term of office of the members of the Board shall expire at the end

of the ordinary general meeting of the company which follows the election.
Art. 7

The Board shall form a quorum when more than half of its members are in

attendance and one of these is the Chairman or the Vice-chairman.
Minutes
Art. 8

Minutes shall be kept of meetings of the Board, in which those participating in

the meeting and the decisions made shall be recorded.
Right to Sign in the Name of the Company
Art. 9

The right to sign in the name of the company shall be vested in the members of

the Board, any two of them signing together or any one of them signing together

with some person authorized to sign in the name of the company, or by the

Managing Director signing together with a member of the Board or with some other

person authorized to sign in the name of the company. The Board may assign the

right to sign in the name of the company to other named persons such that they

sign in the name of the company, any two of them signing together or each of them

signing together with a member of the Board or with the Managing Director.
IV Financial Statement and Auditors
Art. 10

The financial period of the company shall be the calendar year.
Art. 11

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 be the financial period.
V Shareholder’s Meeting
Art. 12

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.
Art. 13

The invitation to a company meeting shall be delivered by means of a notice in a

newspaper, which shall be published in a newspaper determined by the Board no

sooner than two months and no later than one week before the closing date for

registration referred to in Art. 12.
Art. 14

The company meeting shall be opened by the Chairman or Vice-chairman of the Board

or by the oldest member of the Board in attendance, after which the chairman of

the meeting shall be elected.
The minutes of the company meeting shall be recorded by a secretary summoned so

to do by the chairman. The minutes shall be signed by the chairman and by two

verifiers elected at the meeting for this purpose.
Art. 15

At an ordinary general meeting the following shall be:
submitted:
1. a financial statement comprising the profit and loss account, the balance

sheet and the notes appended thereto, the report of operations and the

consolidated financial statements,

2. an audit report,
decided:
3. approval of the profit and loss account and balance sheet, as well as approval

of the consolidated income statement and balance sheet,

4. any measures warranted by the profit or loss shown in the approved balance

sheet and consolidated balance sheet,

5. discharge of the members of the Board and of the Managing Director from

liability for the accounts,

6. the fees payable to members of the Board and to the auditor,

7. the number of members of the Board,

8. other matters stated in the invitation to the meeting,
elected:
9. members of the Board replacing resigning members of the Boards and other

members of the Board,

10. the auditor.
VI Obligation to Redeem Shares in Various Voting Power Circumstances
Art. 16

Any shareholder holding, either individually or together with other shareholders

in the manner hereinafter specified, a proportion of the entire stock of the

company which attains or exceeds 33 1/3 per cent or 50 per cent (a redemption

obliged shareholder) shall be obliged, on the demand of other shareholders, to

redeem their shares and the securities entitling them according to the Companies

Act in the manner stipulated in this article. The stipulations of this article

concerning shares and securities shall apply correspondingly to book-entry

securities.
When calculating the proportion of company stock and the votes pertaining thereto

which are held by a shareholder, shares shall also be counted if they belong to:
1. a corporation which, pursuant to the Companies Act, belongs to the same group

of companies as the shareholder,

2. an enterprise which is counted as belonging to the same group of companies as

the shareholder when compiling a consolidated financial statement pursuant to the

Bookkeeping Act,

3. a pension foundation or pension fund of the corporations or enterprises

referred to above, or

4. any non-Finnish corporation or enterprise which, if it had been Finnish, would

have belonged in the foregoing manner to the same group of companies as the

shareholder.

If the redemption obligation arises on the basis of aggregated ownership, then

the redemption obliged shareholders shall be jointly and severally liable for

performing the redemption with respect to the shareholders who are entitled

thereto. In such circumstances the redemption demand shall, even without a

separate demand, be deemed to apply to all of the redemption obliged

shareholders.
If two shareholders attain or exceed the ownership limit which brings about the

redemption obligation so that both are simultaneously obliged to redeem shares,

then a shareholder who is entitled to redemption may demand redemption separately

from each of these.
The obligation to redeem shall not apply to shares or to securities entitling

them which the shareholder demanding redemption has acquired after the redemption

obligation arose.
Redemption Price
The redemption price shall be the higher of the following:
1. the average rate weighted by the trading rate of the share over the last ten

(10) trading days in public quotation before the day on which the company was

notified by a redemption obliged shareholder that it had attained or exceeded the

ownership limit referred to above or, in the absence of the said notification or

if it should fail to arrive within the limit, the day on which the Board of the

company otherwise learned of this;
2. the average price weighted by the number of shares, which a redemption obliged

shareholder has paid for the shares which it has acquired or otherwise obtained

over the last 12 months before the day referred to in subparagraph 1 above.
If some acquisition influencing the average price is valued in a foreign

currency, then its corresponding value in Euros shall be calculated using the

exchange rate verified by the European Central Bank for the currency in question

seven (7) days before the day on which the Board notifies the shareholders of the

opportunity to redeem shares.
The foregoing stipulations on determining the redemption price for shares shall

also be applied to securities which are otherwise submitted for redemption.
Redemption Procedure
Within seven (7) days of the day when the redemption obligation arises, a

redemption obliged shareholder shall notify the Board of the company thereof in

writing at the address of the company. The notice shall include details of the

number and prices of the shares acquired or otherwise obtained by the redemption

obliged shareholder over the last twelve (12) months. An address at which the

redemption obliged shareholder may be contacted shall be appended to the notice.
The Board shall advise the shareholders that an obligation to redeem has arisen

within 45 days of the time when it receives the foregoing notice or, in the

absence of the said notification or if it should fail to arrive, of when it has

otherwise learned that an obligation to redeem has arisen. The notice shall

include details of the time at which the obligation to redeem arose and of the

basis for determining the redemption price, insofar as these are known to the

Board, as well as the closing date for submission of redemption demands. The

notification of shareholders shall be governed by the stipulations of Art. 18 of

the articles of association concerning delivery of invitations to meetings.
A shareholder who is entitled to redemption shall demand redemption in writing

within 30 days of publication of the notification by the Board concerning the

redemption obligation. A redemption demand submitted to the company shall state

the number of shares and other securities to which the demand applies. A

shareholder demanding redemption shall at the same time submit to the company,

for transfer to the redemption obliged shareholder in return for the redemption

price, all possible share certificates and other documents entitling receipt of

shares.
If a demand has not been submitted in the aforesaid manner within the time limit,

then the right of the shareholder to demand redemption shall lapse in respect of

the redemption opportunity in question. A shareholder entitled to redemption

shall have the right to withdraw his demand as long as no redemption has

occurred.
On the expiration of the time limit reserved for shareholders entitled to

redemption, the Board shall advise the redemption obliged shareholder of the

redemption demands which have been submitted. Within 14 days of receiving advice

of the redemption demands, the redemption obliged shareholder shall remit the

redemption price in the manner stipulated by the company in return for the

transfer of shares and of securities them or, if the shares to be redeemed have

been entered in a book-entry securities account of the concerned shareholders, in

return for a receipt issued by the company. In this case the company shall ensure

that the redeemer is entered immediately in the book-entry securities account as

the owner of the redeemed shares.
Delay penalty interest on a redemption price which has not been remitted within

the time limit shall be calculated at a rate of 20 per cent per annum counted

from the day on or before which the redemption should have been performed. If a

redemption obliged shareholder has furthermore neglected to comply with the

foregoing stipulations concerning the obligation to notify, then the delay

penalty interest shall be calculated from the day on which the obligation to

notify should have been fulfilled at the latest.
Other Stipulations
The obligation to redeem referred to in this article shall not apply to a

shareholder who demonstrates that the ownership limit which brings about the

obligation to redeem was attained or exceeded before this stipulation of the

articles of association was registered at the Trade Register.
A decision of a company meeting to attend or delete the stipulations of this

article shall be valid only if it has been supported by shareholders who have no

less than three-quarters of the votes cast and of the shares represented at the

meeting.
Disputes concerning the foregoing obligation to redeem, the associated right to

demand redemption and the size of the redemption price shall be settled by

arbitration in the district where the company is domiciled in compliance with the

provisions of the Arbitration Act (no. 967 of 1992). The arbitration procedure

shall be governed by the law of the Republic of Finland.