ASPOCOMP GROUP Oyj STOCK EXCHANGE RELEASE Feb 28, 2003 at8:00AM 1(10)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 4, 2003 at 2:00
p.m. at Hotel Kämp, address: Pohjoisesplanadi 29, 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 AssociationThe 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 Mr Gustav Nyberg as Board Member expires
at the Annual General Meeting. 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, 2003 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.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.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
2 (10)
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. By approving the proposal the
Annual General Meeting concurrently decides to revoke any previous
corresponding authorisation.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 500,000 shares of counter book value of EUR 1.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 in force for one year from the date of the
decision of the 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 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
3 (10)
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. By approving the proposal the Annual General
Meeting concurrently decides to revoke any previous corresponding
authorisation.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, FIN-01510 Vantaa
as of March 27, 2003 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 25, 2003 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 1, 2003 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 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 a dividend of EUR 0.25 per share to be distributed to
the shareholders on year 2002. A shareholder is entitled to the
dividend provided that he is no later than April 9, 2003 entered as a
shareholder in the Shareholder Register of the Company maintained by
the Finnish Central Securities Depository Ltd. The Board of Directors
4 (10)
proposes for the Annual General Meeting that the dividend would be
paid on April 16, 2003.Vantaa February 27, 2003
The Board of DirectorsFor more information contact the President and CEO, Mr Jarmo Niemi by
telephone at +358 9 7597 0711ASPOCOMP GROUP Oyj
Jarmo Niemi
President and CEODistribution:
Helsinki Exchanges
Press and Media
www.aspocomp.comENCLOSURE 1
THE BOARD’S PROPOSAL FOR THE ANNUAL GENERAL MEETING 2003
– AUTHORISATION TO DECIDE ON THE ACQUISITION OF OWN SHARESThe Board of Directors of Aspocomp Group Oyj submits the following to
the Annual General Meeting to be held on April 4, 2003:1. 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
indicators are in the interests of the shareholders, or if the Board
5 (10)
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 20,
2003 to 7,257,968 shares of the aggregate number of 10,041,026 shares
of the Company, corresponding to 72.28 % of the share capital of the
Company. The inner circle’s portion of voting rights attached to the
shares corresponds to 72.28 %. 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.By approving the above proposal the Annual General Meeting
concurrently decides to revoke the corresponding authorisation to
acquire own shares approved by the Company’s Annual General Meeting
held on April 5, 2002.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, 2003
The Board of Directors
6 (10)
AUDITOR’S STATEMENTThe 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, 27 February 2003
PricewaterhouseCoopers Oy
Authorised Public AccountantsIlkka Haarlaa
Authorised Public AccountantENCLOSURE 2
THE BOARD’S PROPOSAL FOR THE ORDINARY GENERAL MEETING
– AUTHORISATION TO DECIDE ON THE CONVEYANCE OF OWN SHARESThe Board of Directors of Aspocomp Group Oyj submits the following to
the Annual General Meeting 20031. The Board of Directors submits that the Annual General Meeting
authorise the Board of Directors to decide on conveyance of a maximum
of 500,000 shares, each of counter book value EUR 1, acquired by the
Company, in each case subject to any limitations under applicable
law.7 (10)
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
Company4. 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. 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 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 holdingsThe 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 circleAccording 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 20 February
2003 to 7,257,968 shares of the aggregate number of 10,041,026 shares
of the Company, corresponding to approximately 72.28 % of the share
capital and votes of the Company. The Board of Directors is not
8 (10)
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 27 February, 2003
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 to
the Annual General Meeting to be held on 4 April 2003 regarding an
authorisation for the Board of Directors to convey the company’s own
shares on conditions presented in the proposal. As auditors of
Aspocomp Group Oyj we state in accordance with chapter 7, section 7,
paragraph 1 in the Companies’ Act, that the proposal of the Board of
Directors dated 27 February 2003 is drawn up in accordance with the
Companies’ Act and contains the reasons for the conveyance of the
company’s own shares and the basis for determining the conveyance
price for the shares.Helsinki, 27 February 2003
PricewaterhouseCoopers Oy
Authorised Public AccountantsIlkka Haarlaa
Authorised Public AccountantENCLOSURE 3
BOARD’S PROPOSAL TO THE ANNUAL GENERAL MEETING 2003 FOR THE BOARD’S
AUTHORISATION TO DECIDE ON NEW ISSUES AND/OR CONVERTIBLE LOANSThe Board of Directors proposes to the Annual General Meeting of
Aspocomp Group Oyj to be held on April 4, 2003 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
9 (10)
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.By approving the above proposal the Annual General Meeting
concurrently decides to revoke the corresponding issue authorisation
approved by the Company’s Annual General Meeting held on April 5,
2002.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, 2003
The Board of Directors
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 27 February, 2003 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 price and the reasons for10(10)
deviation from the shareholders’ pre-emptive rights to the
subscription.Helsinki, 27 February 2003
PricewaterhouseCoopers Oy
Authorised Public AccountantsIlkka Haarlaa
Authorised Public Accountant