Aspocomp Group - Notice to general meeting

INVITATION TO ASPOCOMP GROUP OYJ'S ANNUAL GENERAL MEETING, APRIL 21, 2009 AT 10:00 AM

Aspocomp Group Oyj   Company Announcement  March 30, 2008 at 4:00 pm

INVITATION TO ASPOCOMP GROUP OYJ'S ANNUAL GENERAL MEETING, APRIL 21,
2009 AT 10:00 AM

Notice is given to the shareholders of Aspocomp Group Plc. of the
Annual General Meeting to be held on Tuesday, 21 April 2009 at 10:00
a.m. at Restaurant Savoy, Sali cabinet, Eteläesplanadi 14, 7th floor,
Helsinki. Registration of the persons who have given a prior notice
to attend will commence at 9:30 a.m.

A. Matters on the Agenda of the General Meeting

At the General Meeting, the following matters will be considered:

1. Opening of the Meeting

2. Calling the Meeting to Order

3. Election of Persons to Scrutinize the Minutes and to Count the
Votes

4. Recording the Legality of the Meeting

5. Recording the Attendance at the Meeting and Adoption of the List
of Votes

6. Presentation of the Annual Accounts, the Report of the Board of
Directors and the Auditor's Report for the Year 2008
- Review by the CEO

7. Adoption of the Annual Accounts

8. Resolution on the Use of the Profit Shown on the Balance Sheet and
the
Payment of Dividend

The board of directors proposes to the General Meeting that no
dividend will be paid for 2008.

9. Resolution on the Discharge of the Members of the Board of
Directors and the
CEO from Liability

10. Resolution on the Remuneration of the Members of the Board of
Directors

The Board of Directors proposes to the General Meeting that the
directors' fees remain unchanged so that the chairman of the board of
directors will receive EUR 24.000 per year, the other members will
receive EUR 12.000 per year. The Board of Directors proposes that the
annual remuneration be paid such that 60% would be paid in cash and
that the other 40% would be used to buy shares in the company for
conveyance to Board members.  EUR 1,000 per meeting would be paid to
the chairman and EUR 500 per meeting to the other members. The Board
of Directors also proposes that those members of the Board of
Directors who reside outside Greater Helsinki be reimbursed for
reasonable travel and lodging costs.

11. Resolution on the Number of Members of the Board of Directors

The Board of Directors proposes to the Annual General Meeting that
the number of Board members be set at three (3).

12. Election of Members of the Board of Directors

The Board of Directors proposes to the General Meeting that the
following current board members be re-elected to the Board of
Directors: Johan Hammarén, Tuomo Lähdesmäki and Kari Vuorialho.

13. Resolution on the Remuneration of the Auditor

The Board of Directors proposes to the General meeting that the
auditor shall be paid as invoiced.

14. Election of Auditor

The Board of Directors proposes to the General Meeting that
PricewaterhouseCoopers shall continue as the company's auditor.

15. Proposal by the Board of Directors to Amend the Articles of
Association

The Board of Directors proposes to the General Meeting that the
Articles of Association be amended so that Articles 6 and 12 be
deleted and the new Article 10 (former § 11) be amended to read as
follows:"Article 10 The notice of meeting shall be delivered to the
shareholders at the earliest three (3) months and at the latest
twenty-one (21) days prior to the General Meeting by publishing the
notice on the company's website and, should the board of directors so
decide, in one widely circulated newspaper specified by the Board."

16. Closing of the Meeting

B. Annual Shareholders' Meeting Documents

The aforementioned proposals of the Board of Directors as well as
this notice of meeting are available on Aspocomp Group Plc.'s website
www.aspocomp.com. Aspocomp Group Plc.'s Annual Report, including the
financial statements, the report of the Board of Directors and the
auditor's report, will be available on the aforementioned website at
the latest on 3.4.2009. The proposals of the Board of Directors as
well as the financial statements are also available at the Annual
Shareholders' Meeting and copies of them and this notice of the
meeting will be sent to shareholders upon request.

C. Instructions for Participants to the Meeting

1. Right to Participate and Registration

The right to attend to the Annual Shareholders' Meeting is restricted
to those shareholders who, on 9 April 2009, are registered in the
company's register of shareholders, held by Euroclear Finland Ltd.
(former Finnish Central Securities Depository Ltd.). A shareholder
whose shares have been entered into his/her personal book-entry
account is registered into the company's shareholder register.
Shareholders wishing to attend the Annual Shareholders' Meeting shall
register by Thursday, 16 April 2009 at 4 p.m.. Registration may take
place as follows:

- via email to yhtiokokous@aspocomp.com
- by telephone, +358 40 8203 352; working days between 9 a.m.and 4
p.m.;
- by telefax, +358 9 782 904; or
- by a letter to Aspocomp Group Plc., Annual General Meeting,
Sinikalliontie 11, 02630 Espoo, Finland

In connection with the registration a shareholder shall give his/her
name, personal identification number, telephone number and the name
of a possible assistant. Personal information given by shareholders
will only be used in connection with the Annual Shareholders' Meeting
and the processing of the necessary related registrations.

Pursuant to chapter 5, section 25 of the Finnish Companies Act, a
shareholder who is present at the Annual General Meeting has the
right to request information with respect to the matters to be
considered at the Meeting.

2. Proxy Representative and Powers of Attorney

A shareholder may participate in the Annual General Meeting and
exercise his/her rights at the Meeting by way of proxy
representation.

A proxy representative shall produce a dated proxy document or
otherwise in a reliable manner demonstrate his/her right to represent
the shareholder at the Annual General Meeting.

Possible proxy documents should be delivered in originals to Aspocomp
Group Plc., Annual General Meeting, Sinikalliontie 11, 02630 Espoo,
before the last date for registration.

3. Holders of Nominee Registered Shares

A holder of nominee registered shares, who wants to participate in
the Annual General Meeting, must be entered into the register of
shareholders of the company on 9 April 2009, the record date of the
Meeting.

A holder of nominee registered shares is advised to request necessary
instructions regarding the registration in the Register of
Shareholders of the Company, the issuing of proxy documents and
registration for the Annual General Meeting from his/her custodian
bank.

4. Other information

On the date of this notice to the Annual General Meeting, 30 March
2009, the total number of shares in Aspocomp Group Plc. is 40.905.130
shares and 40.905.130 votes.

Personal data given to Aspocomp Group Plc. by shareholders will only
be used in connection with the Annual General Meeting and the
processing of necessary registrations linked to it.

Espoo, 30 March 2009

ASPOCOMP GROUP PLC
BOARD OF DIRECTORS

Distribution:
NASDAQ OMX Helsinki
Major media
www.aspocomp.com
Appendix: The Board's Proposal - Amendments to the Articles of
Association



Articles of Association of Aspocomp Group Plc

I Trade Name, Domicile and Line of Business of the Company

Article 1
The trade name of the company is Aspocomp Group Oyj. The trade name
of the company in the English language is Aspocomp Group Plc. The
company is domiciled in Helsinki.

Article 2
The purpose of the company is to, itself or through its subsidiaries,
manufacture, trade, export, import and design components for the
electrical and electronic industries. The company centrally provides
for matters in relation to the administration, financing and
strategic planning of its group companies, as well as plans the
group's investments.

II Share Capital and Shares

Article 3
The shares of the company belong to a book-entry securities system.

III Administration of the Company

The Board of Directors

Article 4
The Board shall consist of no fewer than three (3) and no more than
eight (8) members. The term of office of the members of the Board
shall expire at the end of the ordinary general meeting of the
company following the election.

Article 5
The Board shall form a quorum when more than half of its members are
present and one of these is the Chairman or the Vice-chairman.

Right to Sign in the Name of the Company

Article 6
The company shall be represented by Board members, either two
together or with a person authorized to represent the company, or by
the President and CEO alone.
The Board may authorize other named persons to represent the company
such that they shall represent the company either two together or
with a Board member or the President and CEO.

IV Financial Statement and Auditors

Article 7
The financial period of the company shall be the calendar year.

Article 8
The company meeting shall elect one auditor to inspect the
administration and accounts of the company. The said auditor shall be
an auditing corporation approved by the Central Chamber of Commerce
of Finland. The term of office of the auditor shall expire at the end
of the ordinary general meeting following the election.

V Shareholders' Meeting

Article 9
The general meeting shall be held in Helsinki, Vantaa or Espoo. In
order to exercise his right to speak and vote at a company meeting, a
shareholder must register in the manner specified in the invitation
to the meeting. The closing date for registration shall be no sooner
than ten days before the meeting.

Article 10
The notice of meeting shall be delivered to the shareholders at the
earliest three (3) months and at the latest twenty-one (21) days
prior to the General Meeting by publishing the notice on the
company's website and, should the board of directors so decide, in
one widely circulated newspaper specified by the Board

Article 11
At the Annual General Meeting, the following shall be:
submitted:
1. financial statements, the consolidated financial statements and
the report of the Board of Directors,
2. the auditors' report,

decided:
3. adoption of the financial statements and consolidated financial
statements,
4. use of the profits shown in the balance sheet,
5. the release of the Board members and President and CEO from
liability,
6. remuneration of the Board members and auditor,
7. the number of Board members,
8. other matters stated in the Notice of Meeting,

elected:
9. members of the Board of Directors,
10.auditor.