SUMMONS TO ASPOCOMP GROUP OYJ’S ANNUAL GENERAL MEETING

ASPOCOMP GROUP Oyj STOCK EXCHANGE RELEASE Feb 15, 2002 at 7:50AM 1(8)

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, April 5, 2002 at 2:00

p.m. at Hotel Radisson SAS Plaza, address: Mikonkatu 23, Helsinki.

The check in for the Annual General Meeting will start at 13.30.
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
The Annual General Meeting shall i.a. elect Board Members replacing

the resigning Board Members. According to Section 6 of the Articles

of Association, the term of the following Board Members expires at

the Annual General Meeting: Mr. Jorma Eloranta, Mr. Aimo Eloholma,

Mr. Roberto Lencioni, Mr. Karl Van Horn and Mr. Apichart

Vilassakdanont. In accordance with the Company’s principles for

Corporate Governance, the Board’s Nomination Committee is preparing a

proposal concerning the Board Members. The Nomination Committee

consists of Mr. Jorma Eloranta (Chairman) and Mr. Aimo Eloholma.

Shareholders’ suggestions to the Nomination Committee regarding the

Board Members to be elected may by March 15, 2002 be sent to Ms.

Minna Pitkänen by e-mail: minna.pitkanen@aspocomp.com or by separate

mail to the address: Aspocomp Group Oyj, P.O. Box 230, FIN-01511

Vantaa.
According to the principles for Corporate Governance, the core

competencies of the Board Members should at minimum address:

knowledge related to accounting or finance, international markets

knowledge, business or management experience, industry knowledge,

client experience or perspective, crisis response or leadership of

strategic planning and English language skills.
2. Amendment of Section 12 of the Articles of Association
The Board of Directors submits that the Articles of Association be

amended by adding the following sentence to the beginning of the

Section 12: The shareholders’ meeting is held in Helsinki, Vantaa or

Espoo.
3. 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 500,000 own shares of counter book 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.

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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 Annual General Meeting.
4. The Board of Directors’ proposal to invalidate own shares in the

Company’s possession (ENCLOSURE 2)
The Board of Directors submits that the Annual General Meeting decide

to invalidate all own shares acquired by and in the possession of the

Company before February 15, 2002, i.e. 100,900 shares, and to reduce

the Company’s share capital with an amount corresponding to the total

counter book value of such invalidated shares, i.e. by EUR 100,900.
5. 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 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 2,000,000 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.
                                                           3(8)

Information
The annual accounts, the proposals of the Board of Directors

mentioned above in sections 3, 4 and 5 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, FIN-01510 Vantaa

as of March 28, 2002 and at the Annual General Meeting. Copies of

these documents will be sent to the shareholders on request.
Right to attend the Annual General Meeting
A Shareholder is entitled to attend the Annual General Meeting

provided that he is no later than March 26, 2002 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 April 2, 2002 at 4:00 p.m. of his

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

the address Aspocomp Group Oyj, P.O. Box 230, FIN-01511 Vantaa, by

telephone +358 9 7597 0725/Ms Heidi Nurminen, by telefax +358 9 7597

0720 or by e-mail yhtiokokous@aspocomp.com. 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 no dividends be distributed for the year 2001.
Vantaa February 14, 2002
The Board of Directors
For more information contact the President and CEO, Mr Jarmo Niemi by

telephone at  +358 9 759 70711
ASPOCOMP GROUP Oyj
Jarmo Niemi

President and CEO
Distribution:

Helsinki Exchanges

Press and Media

www.aspocomp.com

                                                           4(8)

ENCLOSURE 1
THE BOARD’S PROPOSAL FOR THE ANNUAL GENERAL MEETING

– 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 5, 2002:
1.The Board of Directors submits that the General Meeting authorise

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

500,000 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 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 February 12,

2002 to 65,896 shares of the aggregate number of 10,141,926 shares of

the Company, corresponding to 0.65% of the share capital of the

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

shares corresponds to 0.65%.  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

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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 Annual 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 14, 2002
The Board of Directors
AUDITOR’S STATEMENT
The Board of Directors of Aspocomp Group Oyj has made a proposal to

the Annual General Meeting regarding an authorisation for the Board

of Directors to resolve to repurchase Aspocomp Group Oyj shares by

using funds available for distribution of profits.
We as auditors of Aspocomp Group Oyj give the following statement

relating to this proposal of the Board of Directors.
The company may repurchase treasury shares by using funds available

for distribution of profits. The decision to repurchase publicly

traded shares may be carried out by the repurchase of shares through

public trading on the Helsinki Stock Exchange. The treasury shares

will be repurchased in a proportion different from that of the

shareholders’ proportion of the shares. The shares will be

repurchased at the fair market value formed through purchases of

public trading price and prevailing at the time of the repurchase.
We are not aware of any obstacle for the Annual General Meeting not

to grant the authorisation for the Board of Directors as proposed by

it and for the purpose suggested to repurchase treasury shares to the

extent proposed. We have no objection to the proposal by the Board of

Directors regarding the purpose for which the treasury shares are

repurchased, the way they are repurchased or regarding the reasons

for which the treasury shares are repurchased in a proportion

different from that of the shareholders’ proportion of the shares.
Helsinki, 14 February 2002
SVH Pricewaterhouse Coopers Oy

Authorised Public Accountants
Ilkka Haarlaa

Authorised Public Accountant
                                                           6(8)

ENCLOSURE 2
THE BOARD’S PROPOSAL TO THE ANNUAL GENERAL MEETING FOR DECREASING THE

SHARE CAPITAL OF THE COMPANY
The Board of Directors of Aspocomp Group Oyj proposes to the Annual

General Meeting to be convened on April 5, 2002 that the Company’s

share capital be decreased as set forth herein below:
1.The Company’s share capital shall be decreased by invalidating the

maximum of 100,900 own shares acquired before February 15, 2002 and

in the possession of the Company corresponding to a maximum 100,900

euro without consideration. Only shares in the possession of the

Company shall be subject to invalidation.
2.The acquisition price of the shares shall be deducted from the

distributable funds of the Company. The tied capital of the Company

shall not be decreased, as the amount corresponding to the counter

book value of the invalidated shares are transferred to the premium

fund.
3.The decrease of the share capital by invalidating own shares does

not affect the shareholding and division of voting power in the

Company, as the invalidated shares are in the possession of the

Company.
The auditor’s statement regarding the grounds for decreasing the

share capital is enclosed to this proposal.
Vantaa, February 14, 2002
The Board of Directors
AUDITOR’S STATEMENT
To the Annual General Meeting of Aspocomp Group Oyj
Regarding the proposal of the Board of Directors of Aspocomp Group

Oyj dated 14.2.2002 to reduce the share capital by invalidating own

shares held by the company we, as auditors of the company, give the

following statement pursuant to the Companies’ Act, Chapter 6,

Section 3, Paragraph 2, on the reasons in the proposal for which the

share capital will be reduced.
We have considered the reasons for reducing the share capital

proposed by the Board of Directors in accordance with Finnish

Standards on Auditing on the basis of the Companies’ Act.
We herewith state that the reasons included in the proposal of the

Board of Directors for reducing the share capital comply with the

rules of the Companies’ Act.
Helsinki, 14 February 2002
SVH Pricewaterhouse Coopers Oy

                                                           7(8)

Authorised Public Accountants
Ilkka Haarlaa

Authorised Public Accountant
ENCLOSURE 3
BOARD’S PROPOSAL TO THE ANNUAL GENERAL MEETING 2002 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 5, 2002 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 2,000,000 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. 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 14, 2002
The Board of Directors

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AUDITOR’S 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 14.2.2002 of the

Board of Directors to the Annual General Meeting to issue new shares

and/or convertible bonds that, in our opinion, the proposal of the

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

for determining the subscription rights and the reasons for deviation

from the shareholders pre-emptive rights to the subscription.
Helsinki, 14 February 2002
SVH Pricewaterhouse Coopers Oy

Authorised Public Accountants
Ilkka Haarlaa

Authorised Public Accountant