SUMMONS TO ASPOCOMP GROUP OYJ’S ANNUAL GENERAL MEETING

ASPOCOMP GROUP Oyj STOCK EXCHANGE BULLETIN Feb 19, 2001 at10.30AM1(5)

SUMMONS TO ASPOCOMP GROUP OYJ’S ANNUAL GENERAL MEETING
The shareholders of Aspocomp Group Oyj are invited to attend the

Annual General Meeting to be held on Friday 23 March 2001 at 14.00 at

Hotel Radisson SAS Plaza, Mikonkatu 23, Helsinki. The check in for

the Meeting will start at 13.30.
At the 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. Amendment of Section 12 of the Articles of Association

The Board of Directors submits the Section 12 of the Articles of

Association be amended in order to be consistent with the new

amendment of the Companies Act. Accordingly, registration to the

General Meeting shall take place no later than the date determined by

the Board of Directors, which date may not be earlier than ten days

prior to the General Meeting (at present five days).
3. Authorising the Board of Directors to decide on  the acquisition of

own shares

The Board of Directors submits that the General Meeting authorise the

Board of Directors to decide on the acquisition of a maximum of

507,096 own shares of corresponding book-keeping value of EUR 1, with

assets distributable as profit.

The Board of Directors is entitled to acquire the shares 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 acquire the shares

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

The Board of Directors is entitled to acquire the shares 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 submitted to be in force for one year from the

date of the decision of the General Meeting.
4. Authorising the Board of Directors to decide on the conveyance of

own shares

The Board of Directors submits that the General Meeting authorise the

Board of Directors to decide on conveyance of a maximum of 507,096

shares, of corresponding book-keeping value EUR 1, which have been

acquired pursuant to the authorisation in section 3.

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 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 submitted to be in force for one year from the

date of the decision of the General Meeting.

                                                           2(5)

Information
The annual accounts, the proposals for the authorisation of the Board

of Directors mentioned above in sections 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

Suolakivenkatu 1, Herttoniemi, Helsinki as of 16 March 2001 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 13 March 2001 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 Company no later than 19 March 2001 at 16.00 of his

intention to attend. Such a notice shall be given either by mail to

the address Aspocomp Group Oyj, PL 381, 00811 Helsinki, by telephone

+358 9 75970712/Minna Pitkänen or by email yhtiokokous@aspocomp.fi.

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 email 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 the Company pays divident of 0.50 euro per share for the

financial year 2000. The dividend shall be paid to shareholders, who

are entered in the Shareholder Register maintained by the Finnish

Central Securities Depository Ltd. on the record date 28 March 2001.

The Board of Directors proposes that the dividends will be paid on 4

April 2001.
Helsinki February 15, 2001
The Board of Directors
For more information, please contact President and CEO Jarmo Niemi at

+358 9 759 70711
ASPOCOMP GROUP Oyj
Jarmo Niemi

President and CEO
                                                           3(5)

Distribution:

Helsinki Exchanges

Press and Media

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

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

the Ordinary General Meeting 2001
1. The Board of Directors submits that the General Meeting authorise

the Board of Directors to decide on the acquisition of a maximum of

507.096 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 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.
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

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.
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.
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 15 February

2001 to 61,291 shares of the aggregate number of 10.141.926 shares of

                                                           4(5)

the Company, corresponding to 0.60% of the share capital of the

Company. The inner circle’s portion of voting rights attached to the

shares corresponds to 0.60%.  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.
Helsinki 15 February 2001
The Board of Directors
ENCLOSURE 2
THE BOARD’S PROPOSAL FOR THE ORDINARY GENERAL MEETING

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

the Ordinary General Meeting 2001
1. The Board of Directors submits that the General Meeting authorise

the Board of Directors to decide on conveyance of a maximum of

507.096 shares, of counter book value EUR 1, which have been acquired

pursuant to the authorisation of the Board of Directors to acquire

own shares.
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 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(5)

5. The Board of Directors is entitled to decide on other terms

related to the conveyance.
6. The authorisation is submitted to be 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. Because of

this, 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 15 February

2001 to 61,291 shares of the aggregate number of 10,141,926 shares of

the Company, corresponding to approximately 0.60% 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.
Helsinki 15 February 2001
The Board of Directors