2007-03-16 16:01:26 CET

2007-03-16 16:01:26 CET


REGULATED INFORMATION

English
Aspocomp Group - Company Announcement

THE BOARD OF DIRECTORS OF ASPOCOMP HAS DECIDED ON A RIGHTS ISSUE


ASPOCOMP GROUP OYJ   COMPANY ANNOUNCEMENT  March 16, 2007 at 5:00 PM

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN OR INTO AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES.

THE BOARD OF DIRECTORS OF ASPOCOMP HAS DECIDED ON A RIGHTS ISSUE

The Board of Aspocomp Group Oyj has decided on a rights issue,
whereby the shareholders are entitled to subscribe for three new
shares for every two old shares. A total of 29 823 078 new shares are
offered for subscription at a subscription price of EUR 0.84 per
share. Provided that the issue is fully subscribed for, approximately
EUR 25 million in new equity will be raised through the issue. The
offer shares to be issued represent up to 150 percent of the total
shares and the voting rights of the company prior to the offering and
60 percent after the offering. The share issue is based on the
authorization granted by the Extraordinary General Meeting of January
19, 2007.

The shares will be offered for subscription to the shareholders of
the company in proportion to their shareholding in the company. A
shareholder or a shareholder whose shares are nominee-registered must
be registered on the record date of the offering, March 21, 2007, in
the shareholders' register maintained by the Finnish Central
Securities Depository Ltd. Such shareholder will automatically
receive one freely transferable subscription right in a book-entry
form for every share held. No subscription rights will be issued to
holders of the convertible debenture loans issued by the company or
holders of options 2006. A shareholder, or a person or an entity to
whom the shareholder's primary subscription rights have been
transferred, is entitled to subscribe for three (3) offer shares for
every two (2) primary subscription rights.

In the secondary subscription a shareholder or any other investor may
subscribe for any offer shares that have been left unsubscribed for
on the basis of the subscription rights. In case of oversubscription
of the secondary subscription, i.e. when the commitments given to
subscribe for shares exceed the number of shares offered for
subscription, offer shares will be allocated primarily to
shareholders in proportion to their shareholdings on the record date
and up to the maximum commitment set out by each subscriber.

The subscription period commences on March 26, 2007. The period
expires on April 12, 2007 at 4:00 p.m. Finnish time with respect to
the subscription rights, and on April 13, 2007 at 4:00 p.m. Finnish
time with respect to the secondary subscription. The subscription
rights will be publicly traded on the Helsinki Stock Exchange from
March 26, 2007 at 10:00 a.m. Finnish time until April 3, 2007 at 6:30
p.m.

The company has received an underwriting commitment for the full
amount of offering from a group of investors comprising 2M Ventures
Oy, Ajanta Oy, Avenir Rahastoyhtiö Oy, E. Öhman J:or Fondkommission
AB, Oy Hammaren & Co Ab, Varma Mutual Pension Insurance Company Ltd,
Oy Finvestock Ab, Ramsay & Tuutti Oy Ab and Sampo Life Insurance
Company.

The specific terms and conditions of the offering are set out in the
appendix to this company announcement.

The company intends to use the net proceeds from the offering to
finance the planned investments in India, as general working capital
and for other general purposes of the Group.
The prospectus regarding the share issue has been submitted to the
Finnish Financial Supervision Authority ("FSA") for approval and will
be published after the approval on or around March 26, 2007.

Evli Bank Plc, Corporate Finance has been appointed as the Manager of
the share issue.

For further information, please contact Maija-Liisa Friman, CEO,
tel. +358 9 7597 0711.


ASPOCOMP GROUP OYJ

Helsinki, March 16, 2007

The Board of Directors

Distribution:
The Nordic Exchange
Major media
www.aspocomp.com

The information contained herein is not for release, publication or
distribution, directly or indirectly, in or into Australia, Canada,
Japan or the United States. This release does not constitute an offer
to sell subscription rights or shares in Australia, Japan, Canada or
the United States (save for exemption regarding the private
placement). The shares referred to in the release may only be offered
or sold in the United States pursuant to an exemption from
registration requirements as provided for in the U.S. Securities Act
of 1933, or in a transaction not subject to U.S. Securities Act of
1933 or any applicable laws of the states of the United States. There
is no intention to register this offering or any portion of it in the
United States or to conduct a public offering of the shares in the
United States.

This release does not constitute a direct or indirect offer to sell
or acquire securities, nor shall there be any sale of the shares in
any jurisdiction in which such offer or sale would be unlawful prior
to registration of the shares, exemption from registration
requirement or other qualification under the securities laws of any
such jurisdiction.

This release does not constitute an offer of securities to the public
in the United Kingdom. No offering circular has been or will be
registered in the United Kingdom in respect of the securities, and
consequently, the offering is directed only to persons who (i) are
outside the United Kingdom or (ii) are persons falling within Article
19(5) ("investment professionals") of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (all such persons
together being referred to as "relevant persons"). This release or
any of its contents must not be acted on or relied on by persons who
are not relevant persons.


Appendix: TERMS AND CONDITIONS OF THE OFFERING

On January 19, 2007, the Extraordinary General Meeting of
shareholders of Aspocomp authorized the Company's Board of Directors
to decide on (i) an issue of a maximum of new 50,000,000 Shares of
the Company and (ii) a conveyance of a maximum of 200,000 treasury
Shares of the Company. The Board of Directors of the Company may
offer the Shares either in accordance with the pre-emptive right of
shareholders or through a directed issue. The authorization allows
the Board of Directors of the Company to resolve upon the offering of
Shares of the Company with or without consideration.

On March 16, 2007, the Board of Directors of the Company resolved,
based on the authorization of the Extraordinary General Meeting of
Shareholders, to issue a maximum of 29,823,078 new Offer Shares as
set forth in these terms and conditions of the Offering. In the
Offering, no subscription rights will be granted to the treasury
Shares held by the Company.

As a result of the Offering, the total number of the Company's shares
may increase from 20,082,052 Shares to a maximum of 49,705,130
Shares. The Offer Shares in the Offering represent 150 percent of the
total Shares and the voting rights of the Company prior to the
Offering and 60 percent after the Offering.

RIGHT TO SUBSCRIBE

Primary Subscription Rights

The Offer Shares will be offered for subscription to the shareholders
of the Company in proportion to their shareholding in the Company.

The record date for the Offering is March 21, 2007 (the "Record
Date").

A shareholder who is registered in the Company's shareholders'
register maintained by the Finnish Central Securities Depository Ltd.
(the "FCSD") on the Record Date or a shareholder whose Shares are
nominee registered on the Record Date in the shareholders register
maintained by the FCSD, will automatically receive one (1) freely
transferable Primary Subscription Right as a book-entry (ISIN code
FI0009503015) for every Share owned on the Record Date.

A shareholder, or a person or an entity to whom such shareholder's
Primary Subscription Rights have been transferred, is entitled to
subscribe for three (3) Offer Shares for every two (2) Primary
Subscription Rights. No fractions of Offer Shares will be allotted.

Secondary Subscription Rights

In addition, (i) shareholders of Aspocomp, (ii) public in Finland and
(iii) institutional investors chosen by the Company's Board of
Directors ((ii) and (iii) together, "Third Party Investors") may,
pursuant to the Secondary Subscription Right, subscribe for any Offer
Shares left unsubscribed for in the Primary Subscription at a
subscription price of EUR 0.84 per Offer Share (the "Secondary
Subscription"). The right to participate in the Secondary
Subscription cannot be transferred.

SUBSCRIPTION PRICE

The subscription price is EUR 0.84 per Offer Share.

According to the decision made by the Board of Directors of the
Company, the Subscription Price shall be entered into the paid-up
unrestricted equity reserve.

SUBSCRIPTION PERIOD

The Subscription Period will commence at 10:00 a.m., Finnish time, on
March 26, 2007, and expire at 4:00 p.m. Finnish time on April 12,
2007 with respect to the Primary Subscription Rights and at 4:00 p.m.
Finnish time on April 13, 2007 with respect to the Secondary
Subscription Right. The places of subscription will accept
subscription assignments during their normal business hours.

Account operators and custodians may ask their customers to submit
their subscriptions at an earlier date than the end of the Primary
Subscription Right trading period.

PLACES OF SUBSCRIPTION

The subscription commitment form shall be delivered to Evli Bank Plc
to the address Evli Bank Plc/Operations, P.O. Box 1081, FI-00101
Helsinki, Finland. Subscriptions may also be submitted to account
operators and custodians, who have made an agreement with Evli Bank
Plc regarding the receipt of subscriptions. Places of subscription
accept subscriptions during their customary office hours. Account
operators and custodians may set a time limit for the subscriptions
which is prior to the end of the Subscription Period.

Subscriptions based on Secondary Subscription may be submitted only
to Evli Bank Plc to the address Evli Bank Plc/Operations, P.O. Box
1081, FI-00101 Helsinki, Finland.

EXERCISE OF PRIMARY AND SECONDARY SUBSCRIPTION RIGHTS

Primary Subscription

A shareholder or an investor may participate in the Offering by
subscribing for Offer Shares pursuant to the Primary Subscription
Rights registered on his or her book-entry account and by paying the
Subscription Price. In order to participate in the Offering, a
shareholder or an investor must submit a subscription assignment in
accordance with the instructions given by his or her own custodian or
account operator. Custodians or account operators notify the
shareholders of the Offering and the submission of a subscription
assignment in accordance with their own practices. Potential
inquiries regarding the submission of a subscription assignment in
the Primary Subscription should be primarily directed to the
shareholder's custodian or account operator. If a shareholder does
not receive the subcription commitment from his own account operator
(for example, if the Shares are maintained by the FCSD), the
subscription commitment and personal reference number for the payment
can be ordered from Evli, telephone number +358 9 4766 9931 or by
email from operations@evli.com.

Shareholders and investors participating in the Offering, whose
Shares or Primary Subscription Rights are held through a nominee (or
other custodian), must submit their subscription assignments in
accordance with the instructions given by their custodial nominee
account holders.

Any exercise of the Primary Subscription Rights is irrevocable and
may not be modified or cancelled otherwise than as stated in"Cancellation of Subscription under Certain Circumstances".

Any Primary Subscription Rights that have not been exercised at the
latest by 4:00 p.m., Finnish time, on April 12, 2007, will expire.

Secondary Subscription

A shareholder or Third Party Investor wishing to subscribe for Offer
Shares in the Secondary Subscription must notify the number of Offer
Shares it commits to subscribe for in the Secondary Subscription. A
separate subscription commitment form used in the subscription of the
Offer Shares in the Secondary Subscription can be obtained from Evli,
telephone number +358 9 4766 9931 or email operations@evli.com. A
shareholder of the Company is not obliged to exercise all of its
Primary Subscription Rights to be entitled to participate in the
Secondary Subscription.

Any subscription commitment submitted in the Secondary Subscription
is irrevocable and may not be modified or cancelled otherwise than as
stated in "Cancellation of Subscription under Certain Circumstances".

Any Secondary Subscription Right that has not been exercised at the
latest by 4:00 p.m., Finnish time, on April 13, 2007, will expire
without any compensation.

Underwriting

The Company has received an underwriting for the entire Offering from
a group of investors comprising 2M Ventures, Ajanta Oy, Avenir
Rahastoyhtiö Oy, E. Öhman J:or Fondkommission AB, Oy Hammaren & Co
Ab, Varma Mutual Pension Insurance Company, Oy Finvestock Ab, Ramsay& Tuutti Oy Ab and Sampo Life Insurance Company.

CANCELLATION OF SUBSCRIPTIONS UNDER CERTAIN CIRCUMSTANCES

Investors, who have undertaken to subscribe for the Offer Shares, are
entitled to cancel their subscription according to the Finnish
Securities Market Act in the event that the Offering Circular is
supplemented due to a material mistake or inaccuracy relating to the
information in the Offering Circular, which could affect the
assessment of the Offer Shares. The subscription must be cancelled
within two (2) banking days from the publication of the supplement to
the Offering Circular. The Finnish Financial Supervision Authority
("FSA") has, for a special reason, a right to decide that the
cancellation period is at least four (4) banking days. The
cancellation right may only be used if the investor has undertaken to
subscribe for the Offer Shares prior to the publication of the
supplement to the Offering Circular and the supplement is published
between the time the Offering Circular was approved by the FSA and
the time when trading with the interim shares begins. The procedure
allowing for the cancellation of subscriptions will be announced
together with any such supplement to the Offering Circular through
publishing a stock exchange release.

PUBLIC TRADING OF THE PRIMARY SUBSCRIPTION RIGHTS

The Primary Subscription Rights are freely transferable and will be
publicly traded on the Helsinki Stock Exchange from March 26, 2007.
The public trading of the Primary Subscription Rights will end on
April 3, 2007. The available price on the Helsinki Stock Exchange for
the Primary Subscription Rights will be determined in market trading.
The Primary Subscription Rights may be acquired or transferred by
giving purchase or selling orders to the holder's own custodian or
account operator or to any broker.

The trading symbol of the Primary Subscription Rights is ACG1VU0107.

PAYMENT FOR THE SUBSCRIPTIONS

The Subscription Price of the Offer Shares subscribed for in the
Offering shall be paid in full at the time of subscription in
accordance with the instructions given by the place of subscription
or the relevant custodian or account operator.

APPROVAL OF THE SUBSCRIPTIONS

The Board of Directors of the Company will approve all subscriptions
pursuant to the Primary Subscription Rights made in accordance with
the Terms and Conditions of the Offering and applicable laws and
regulations.

In cases other than Oversubscription of the Secondary Subscription,
the Board of Directors of the Company will approve all subscriptions
pursuant to the secondary Subscription Rights made in accordance with
the terms and conditions of the Offering and applicable laws and
regulations. In case of Oversubscription of the Secondary
Subscription, the Offer Shares will be allocated primarily to
shareholders subscribing for Offer Shares in the Secondary
Subscription in proportion to their shareholdings on the Record Date.

The Company will publish the final result of the Offering in a stock
exchange release on or about April 18, 2007.

REFUND OR PARTIAL REFUND OF SUBSCRIPTION PRICE IN THE SECONDARY
SUBSCRIPTION

If the subscription commitment made in the Secondary Subscription is
not approved or is approved only partially, the subscription payment
made or a part thereof will be refunded to the Finnish bank account
indicated in connection with the submission of the subscription
commitment by the person who has submitted such subscription
commitment, on or about the third (3) banking day, that is, on or
about April 20, 2007, following the approval of the subscriptions by
the Board of Directors of the Company. No interest will be paid on
such refund.

PROCEDURE IN THE EVENT OF OVERSUBSCRIPTION OF THE SECONDARY
SUBSCRIPTION

In the event the subscription commitments submitted in the Secondary
Subscription exceed the number of Offer Shares available for
subscription in the Secondary Subscription (i.e., the Offering is
over-subscribed), the subscription commitments will be primarily
approved in proportion to the shareholdings of the subscribers as of
the Record Date, up to the maximum number of Offer Shares stated in
the subscription commitment submitted by such subscriber. If the
Offering is over-subscribed by the shareholders of the Company, no
Offer Shares will be allocated to Third Party Investors who have
committed to subscribe for Offer Shares in the Secondary
Subscription. If the Offering is oversubscribed in such a manner that
Offer Shares will be allocated also to Third Party Investors, the
allocation of Offer Shares among the Third Party Investors will be
made in proportion to the number of Offer Shares covered in the
subscription commitments. The number of Offer Shares to which the
shareholder is entitled will be rounded to whole Offer Shares in a
manner to be determined by the Board of Directors of the Company.
Several subscription commitments submitted by one shareholder or
investor will be combined before the allocation of Offer Shares to
form one subscription commitment.

FEES

No fees or other payments will be charged from the subscribers in
connection with submission of a subscription commitment and
subscription of Offer Shares. The account operator of each
shareholder will charge a fee in accordance with its price list for
the maintanance of the book-entry account. In addition, the account
operators may charge a fee for the cancellation of subscriptions in
the events mentioned above in "Cancellation of Subscriptions under
Certain Circumstances".

REGISTRATION OF THE OFFER SHARES TO THE BOOK-ENTRY ACCOUNTS AND
TRADING WITH THE OFFER SHARES

The Offer Shares issued in the Offering will be recorded into
book-entry accounts as follows:

- Offer Shares that are subscribed for in the Primary Subscription
will be recorded on the subscriber's book-entry account after the
registration of the subscription as interim shares (ISIN code
FI0009015192, trading under the symbol ACG1VN0107) representing the
Offer Shares. Trading with such interim shares will commence on the
first trading day following the expiration of the Subscription Period
with respect to the Primary Subscription Rights on or about April 13,
2007. The interim shares will be combined with the Company's existing
Shares (ISIN code FI0009008080, trading under the symbol ACG1V) when
the Offer Shares have been registered with the Trade Register. Such
combination is expected to occur on or about April 19, 2007.

- Offer Shares that are subscribed for in the Secondary Subscription
will be recorded on the subscriber's book-entry account as the same
class of shares as the Company's existing Shares as soon as
practically possible after the subscription commitments submitted in
the Secondary Subscription have been approved and the Offer Shares
have been registered with the Trade Register. This is estimated to
take place on April 19, 2007.

SHAREHOLDER RIGHTS
The Offer Shares will entitle their holder to any future dividends
declared by the Company and to other shareholder rights in the
Company after the Offer Shares have been registered with the Trade
Register, which is expected to take place on or about April 19, 2007.

INFORMATION

The documents referred to in Chapter 5, Section 21 of the Finnish
Companies Act, are available for review at the head office of the
Company, Unioninkatu 18, FI-00130 Helsinki, Finland and on the
Company's website at www.aspocomp.com and on the website of Evli at
www.evli.com.

APPLICABLE LAW AND DISPUTE RESOLUTION

The Offering and the Shares shall be governed by the laws of Finland.
Any disputes arising in connection with the Offering shall be settled
by the court of jurisdiction in Finland.

OTHER ISSUES

Other issues and practical matters relating to the Offering will be
resolved by the Board of Directors of the Company.