ASPOCOMP GROUP OYJ STOCK EXCHANGE RELEASE Feb 27,2004 at8:00AM 1(13)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 2, 2004 at 2:00 p.m. at
Palace Gourmet in the conference hall, address: Eteläranta 10, 10th
floor, Helsinki. The check in for the Annual General Meeting will start
at 1:30 p.m.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 Association2. Amendment of the Sections 6 and 15 of the Articles of Association
(ENCLOSURE 1)The Board’s proposal concerning a partial amendment of the Sections 6
and 15 of the Articles of Association. The main content of the
amendment proposal: The provisions of the Articles of Association
concerning the term of office of members of the Board of Directors
shall be amended so that each member of the Board of Directors shall be
elected for one year at a time.3. Authorising the Board of Directors to decide on the acquisition of
own shares (ENCLOSURE 2)The Board of Directors submits that the Annual General Meeting
authorises 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 shares may be acquired 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 decide to acquire the shares in other proportion than to
the shareholders’ holdings of shares.The shares may be acquired 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 in force for one year from the date of the
decision of the Annual General Meeting. By approving the proposal the2(13)
Annual General Meeting concurrently decides to revoke any previous
corresponding authorisation.4. Authorising the Board of Directors to decide on the conveyance of
own shares (ENCLOSURE 3)The Board of Directors submits that the Annual General Meeting
authorises 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 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 Annual General Meeting. By approving the proposal the
Annual General Meeting concurrently decides to revoke any previous
corresponding authorisation.5. Authorising the Board of Directors to decide on share capital
increase by new issues and/or on taking convertible loans (ENCLOSURE 4)The Board of Directors submits that the Annual General Meeting
authorises 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-emptive3(13)
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.6. Election of the members of the Board of Directors
In accordance with the Section 6 of the Articles of Association, the
term of office of Messrs Aimo Eloholma, Jorma Eloranta, Roberto
Lencioni, Tuomo Lähdesmäki and Karl Van Horn expires at the Annual
General Meeting. Mr Jorma Eloranta has announced that he is no longer
available when electing the members of the Board of Directors. Mr
Gustav Nyberg’s term of office expires at the end of the Annual General
Meeting 2005. If the Annual General Meeting approves the amendment of
the Articles of Association in accordance with the item 2, the
Company’s Board of Directors is elected in its entirety at the Annual
General Meeting for the term of office, which expires at the end of the
next following Annual General Meeting. The Board’s Nomination Committee
submits that the Annual General Meeting elects six Board members and
re-elects the present Board members Messrs Aimo Eloholma, Roberto
Lencioni, Tuomo Lähdesmäki, Gustav Nyberg and Karl Van Horn in
accordance with their consents for a term which continues until the end
of the next following Annual General Meeting. In addition, the
Nomination Committee’s submits that the Annual General Meeting elects
Mr Anssi Soila as a new Board member in accordance with a given consent
for the above-mentioned term of office.7. Auditor
The Board of Directors has decided to submit to the Annual General
Meeting that the Authorised Public Accountant corporation
PricewaterhouseCoopers Oy continues as the auditor of the Company. The
auditor has given its consent to such election.Information
The annual accounts, the proposals of the Board of Directors mentioned
above in the sections 2, 3, 4 and 5 with their appendices as well as4(13)
other documents related thereto as required by the Companies Act will
be held available at the address Äyritie 12 a, FI-01510 Vantaa as of
March 26, 2004 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 23, 2004 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 the Company no later than March 30, 2004 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, PO Box 230, FI-01511 Vantaa, by telephone
+358 9 7597 0724/Ms Marian Ärväs, 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 0.30 per share to be distributed to the
shareholders on year 2003. A shareholder is entitled to the dividend
provided that he is no later than April 7, 2004 entered as a
shareholder in the Shareholder Register of the Company maintained by
the Finnish Central Securities Depository Ltd. The Board of Directors
proposes for the Annual General Meeting that the dividend would be paid
on April 16, 2004.Vantaa February 27, 2004
The Board of DirectorsFor more information please contact acting CEO, Mr Pertti Vuorinen by
telephone at +358 9 7597 0714.ASPOCOMP GROUP OYJ
5(13)
Pertti Vuorinen
Acting CEODistribution:
Helsinki Exchanges
Press and Media
www.aspocomp.comENCLOSURE 1
THE BOARD’S PROPOSAL FOR THE ANNUAL GENERAL MEETING 2004
– PARTIAL AMENDMENT OF ARTICLES OF ASSOCIATIONThe Board of Directors of Aspocomp Group Oyj submits to the Annual
General Meeting to be held on April 2, 2004 that the Annual General
Meeting decides to amend the Articles of Association as follows:Current wording:
6 § The Board of Directors consists of the minimum of four (4) and the
maximum of eight (8) ordinary members. The Board of Directors elects
among themselves a chairman and a vice chairman. The term of office of
the Board members ends at the closing of the second Annual General
Meeting following the election.15 § At the Annual General Meeting,
to the shareholders shall be presented
1. the annual accounts, including the profit and loss account, balance
sheet and notes to the accounts, annual report as well as the group
accounts,
2. the auditor’s report,the shareholders shall resolve on
3. the adoption of the profit and loss account and the balance sheet as
well as the adoption of the group profit and loss account and the group
balance sheet,
4. the measures to be taken based on the profit or loss according to
the adopted balance sheet and the group balance sheet,
5. granting of discharge from liability of the members of the Board of
Directors and the managing director,
6. the remuneration of the members of the Board of Directors and the
auditor,
7. the number of the members of the Board of Directors,
8. other matters specified in the meeting invitation,the shareholders shall elect
6(13)
9. the new and when required, other members of the Board of Directors
for the members in turn to resign;
10. the auditor.Proposal for the amended wording:
6 § The Board of Directors consists of the minimum of four (4) and the
maximum of eight (8) ordinary members. The Board of Directors elects
among themselves a chairman and a vice chairman. The term of office of
the Board members ends at the closing of the Annual General Meeting
following the election.15 § At the Annual General Meeting,
to the shareholders shall be presented
1. the annual accounts, including the profit and loss account, balance
sheet and notes to the accounts, annual report as well as the group
accounts,
2. the auditor’s report,the shareholders shall resolve on
3. the adoption of the profit and loss account and the balance sheet as
well as the adoption of the group profit and loss account and the group
balance sheet,
4. the measures to be taken based on the profit or loss according to
the adopted balance sheet and the group balance sheet,
5. granting of discharge from liability of the members of the Board of
Directors and the managing director,
6. the remuneration of the members of the Board of Directors and the
auditor,
7. the number of the members of the Board of Directors,
8. other matters specified in the meeting invitation,the shareholders shall elect
9. the members of the Board of Directors,
10. the auditor.Provided that the Annual General Meeting approves the above-mentioned
amendment of the Articles of Association, the Annual General Meeting
elects the Board of Directors in its entirety for the term of office,
which expires at the end of the next following Annual General Meeting.
However, the provision on term of office in accordance with the
amendment of the Articles of Association is applicable only after the
registration of the amendment of the Articles of Association.The Board’s proposal is based on the recommendation on administration
and direction systems of the listed companies given by the Corporate7(13)
Governance -committee. The recommendation comes into force on 1 July
2004 and states that, among others, the members of the Board of
Directors shall be elected for one year at a time.Vantaa, February 26, 2004
The Board of DirectorsENCLOSURE 2
THE BOARD’S PROPOSAL FOR THE ANNUAL GENERAL MEETING 2004
– 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 2, 2004:1. 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 decide 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 decide 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 of
Directors considers it otherwise as a favourable way of using liquid
funds.4. The Board of Directors is entitled to decide 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.8(13)
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 shareholdings of persons belonging to the inner circle of the
Company, as determined in the Companies Act, amounted on February 23,
2004 to 6,876,103 shares of the aggregate number of 10,041,026 shares
of the Company, corresponding to 68.48 % of the share capital of the
Company. The inner circle’s portion of voting rights attached to the
shares corresponds to 68.48 %. 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 Annual 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 4, 2003.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 26, 2004
The Board of DirectorsAUDITOR’S STATEMENT
To the Annual General Meeting of Aspocomp Group Oyj
The Board of Directors of Aspocomp Group Oyj has made a proposal 26
February 2004 to the Annual General Meeting to be held on 2 April 2004
regarding an authorisation for the Board of Directors to resolve to9(13)
acquire and convey Aspocomp Group Oyj shares on terms stated in the
proposal.We as auditors of Aspocomp Group Oyj give the following statement
pursuant to chapter 7, section 3, paragraph 2 and chapter 7, section 7,
paragraph 1 in the Companies’ Act. The proposal of the Board of
Directors is drawn up in accordance with the Companies’ Act comprising
the reasons for the acquisition and conveyance of the shares and the
basis for determining the acquisition price as well as the conveyance
price.Helsinki, 26 February 2004
PricewaterhouseCoopers Oy
Authorised Public AccountantsIlkka Haarlaa
Authorised Public AccountantENCLOSURE 3
THE BOARD’S PROPOSAL FOR THE ANNUAL GENERAL MEETING 2004
AUTHORISATION TO DECIDE ON THE CONVEYANCE OF OWN SHARESThe Board of Directors of Aspocomp Group Oyj submits the following to
the Annual General Meeting to be held on April 2, 2004:1. 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.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 price
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.10(13)
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 Annual 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 conveyance 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 Annual General Meeting nor any voting
rights, it can be stated that the shareholders’ relative voting rights
are decreased due to the conveyance.The shareholdings of persons belonging to the inner circle of the
Company, as determined in the Companies Act, amounted on 23 February
2004 to 6,876,103 shares of the aggregate number of 10,041,026 shares
of the Company, corresponding to approximately 68.48 % 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.By approving the above proposal the Annual General Meeting concurrently
decides to revoke the corresponding authorisation to convey own shares
approved by the Company’s Annual General Meeting held on April 4, 2003.The auditors’ statements on the Board’s proposal and accounts are
enclosed to the proposal.Vantaa 26 February, 2004
11(13)
The Board of DirectorsAUDITOR’S STATEMENT
To the Annual General Meeting of Aspocomp Group Oyj
The Board of Directors of Aspocomp Group Oyj has made a proposal 26
February 2004 to the Annual General Meeting to be held on 2 April 2004
regarding an authorisation for the Board of Directors to resolve to
acquire and convey Aspocomp Group Oyj shares on terms stated in the
proposal.We as auditors of Aspocomp Group Oyj give the following statement
pursuant to chapter 7, section 3, paragraph 2 and chapter 7, section 7,
paragraph 1 in the Companies’ Act. The proposal of the Board of
Directors is drawn up in accordance with the Companies’ Act comprising
the reasons for the acquisition and conveyance of the shares and the
basis for determining the acquisition price as well as the
conveyance price.Helsinki, 26 February 2004
PricewaterhouseCoopers Oy
Authorised Public AccountantsIlkka Haarlaa
Authorised Public AccountantENCLOSURE 4
BOARD’S PROPOSAL TO THE ANNUAL GENERAL MEETING 2004 FOR THE BOARDS’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 2, 2004 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 Annual General Meeting12(13)
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 or by
using the right of set-off. 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 4, 2003.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 26, 2004
The Board of DirectorsAUDITOR’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 26 February 2004 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 for13(13)
determining the subscription price and the reasons for deviation from
the shareholders’ pre-emptive rights to the subscription.Helsinki, 26 February 2004
PricewaterhouseCoopers Oy
Authorised Public AccountantsIlkka Haarlaa
Authorised Public Accountant