Aspocomp Group - Company Announcement

INVITATION TO ASPOCOMP GROUP OYJ'S ANNUAL GENERAL MEETING, APRIL 23, 2008 AT 10:00 AM

Aspocomp Group Oyj   Company Announcement  April 2, 2008 at 3:15 pm

INVITATION TO ASPOCOMP GROUP OYJ'S ANNUAL GENERAL MEETING, APRIL 23,
2008 AT 10:00 AM

Aspocomp Group Oyj's shareholders are invited to the Annual General
Meeting that will be held on Wednesday, April 23, 2008, from 10 a.m.
onwards in the Conference room of the Savoy Restaurant. The address
is Eteläesplanadi 14, 7th floor, Helsinki, Finland. The registration
of shareholders who have signed up for the meeting will start at 9:30
a.m.

The following matters are addressed to the Annual General Meeting
according the Companies Act and Article 13 of the Articles of
Association:

1. Amendments to the Articles of Association

The Board of Directors proposes the following amendments to Articles
4 and 7 of the Articles of Association:

Section 4, first sentence: The Board shall consist of no fewer than
three (3) and no more than eight (8) members.

Article 7: 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.

2. The presentation of the financial statements, consolidated
financial statements, report of the Board of Directors and the
Auditor's report, and the adoption of the financial statements and
consolidated financial statements

3. Distribution of the profit shown in the balance sheet

The Board of Directors has decided to propose to the Annual General
Meeting that no dividends shall be paid on the basis of the balance
sheet confirmed for the financial year ended on December 31, 2007.

4. Releasing the members of the Board of Directors and the President
from liability

5. Remuneration of Board members and the auditor

On the basis of the preparatory work carried out by the Nomination
Committee, the Board of Directors proposes to the Annual General
Meeting that the remunerations of the members of the Board of
Directors shall be as follows; annual remuneration of EUR 24,000
would be paid to the chairman and EUR 12,000 to the members. 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.

In addition, the Board of Directors proposes that the auditor elected
by the Annual General Meeting shall be paid as invoiced.

6. Number and election of Board members

According to Article 4 of the Articles of Association, the term of
office of Board members ends at the close of the first Annual General
Meeting following their election. On the basis of the preparatory
work carried out by the Nomination Committee, the Board of Directors
proposes to the Annual General Meeting that the number of Board
members be set at three (3) and that the current members of the
Board, Johan Hammarén,  Tuomo Lähdesmäki and Kari Vuorialho, be
re-elected to the Board. Each of the members has given his consent.

7. Election of the auditor

Shareholders elect the auditor at the Annual General Meeting for a
term of office ending at the close of the first Annual General
Meeting following their election. The Board of Directors proposes the
re-election of PricewaterhouseCoopers Oy as the company's auditor for
the 2008 financial year. PricewaterhouseCoopers has given its
consent.

8. Authorizing the Board of Directors to decide on share issues and
granting special rights
The Board of Directors proposes that the Annual General Meeting
authorize the Board to decide on issuing new shares and conveying the
Aspocomp shares held by the company.

The new shares would be issued and the company's own shares (treasury
shares) conveyed either against payment (rights issue) or for free
(bonus issue) to the company's shareholders in proportion to their
holding, or by means of a directed issue, waiving the pre-emptive
subscription right of shareholders, if there is a weighty financial
reason for the company to do so, such as the use of the shares as
consideration in acquisitions or other business arrangements, to
finance investments or as part of the company's incentive scheme. The
directed issue can be a bonus issue only if there is an especially
weighty reason for the company to do so, taking the interests of all
shareholders into account.

The authorization would also include the right to grant special
rights, as specified in Chapter 10, Article 1 of the Companies Act,
to receive new shares in the company or Aspocomp shares held by the
company against payment such that either the share subscription price
will be paid in cash or the subscriber's receivables will be offset
against the subscription price.

A maximum of 55,000,000 new shares would be issued and/or granted on
the basis of special rights. A maximum of 200,000 own shares held by
the company could be conveyed and/or received on the basis of special
rights.

In addition, the authorization would include the right to decide on a
bonus issue to the company itself such that the number of shares
issued to the company would amount to no more than one tenth (1/10)
of all the company's shares. Own shares held by the company or its
subsidiaries will be included in this amount as specified in Chapter
15, Article 11, Paragraph 1 of the Companies Act.

The Board of Directors would have the right to decide on other
particulars of the share issues.

The authorizations would be valid for five (5) years from the date of
the decision of the Annual General Meeting.

The authorizations would cancel previous unexercised share issue
authorizations.

9. Issue of stock options

The Board of Directors proposes that stock options be issued by the
General Meeting of Shareholders to the present or future Chief
Executive Officer of the Company (CEO). The company has a weighty
financial reason for the issue of stock options, since the stock
options are intended to form part of the incentive and commitment
scheme for the CEO. The total maximum number of stock options issued
is 5,520,000 and the stock options entitle him to subscribe for a
total maximum of 5,520,000 new shares in the company or existing
shares held by the company. The share subscription price will be
recorded in the invested non-restricted equity fund.

The share subscription price of the stock option is based on the
prevailing market price of the Aspocomp Group Oyj share on the OMX
Nordic Exchange Helsinki in March 2008. The share subscription period
for stock options 2008A will be April 1, 2010 - April 30, 2014, for
stock options 2008B April 1, 2011 - April 30, 2014, for stock options
2008C April 1, 2012 - April 30, 2014 and for stock options 2008D
April 1, 2013 - April 30, 2014. The CEO will, however, be entitled to
subscribe for shares with all stock options within thirty (30) days
from the date when the company has received the Confirmation of
Acceptance concerning the stock options from him. However, the
subscribed shares cannot be freely transferred and pledged until the
share subscription period with the exercised stock options has begun.
If the service contract of the CEO terminates before the beginning of
the actual share subscription period, the subscribed shares cannot be
freely transferred and pledged until six (6) months have lapsed from
the termination of the service contract.

Information

The financial statement documents and the proposals of the Board of
Directors that are on the agenda of the meeting will be available for
inspection as from April 16, 2008 at Sinikalliontie 11, 02630 Espoo,
Finland. The documents can also be seen at the Annual General
Meeting. Copies of these documents will be sent to shareholders at
their request.

Right to attend

A shareholder is entitled to attend and vote at the Annual General
Meeting provided that he or she

- has been entered as a shareholder in the Shareholder Register of
the company, which is maintained by Finnish Central Securities
Depository Ltd, on Thursday, April 11, 2008, and
- has registered for the Annual General Meeting by 4 p.m. on April
18, 2008.

Owners of nominee-registered shares can be entered temporarily into
the Shareholder Register no later than on Friday, April 11, 2008, so
that they may attend the Annual General Meeting.

Registration

A shareholder who wishes to attend the Annual General Meeting must
notify the company of his or her intention to do so no later than 4
p.m. on April 18, 2008, either

- by email, yhtiokokous@aspocomp.com,or
- by telephone, + 358 9 591 8351 /Marian Ärväs and + 358 40 820 3352
/Hanna Heikkilä, or
- by fax, + 358 9 782 904, or
- by mail , Aspocomp Group Oyj, Sinikalliontie 11, 02630 Espoo,
Finland

The notification must state the name of the shareholder, his or her
representative, if any, and the contact information. We request that
any Powers of Attorney be submitted in connection with the
registration or be sent by post. Mailed and emailed notifications
must reach the company before the deadline.

Espoo, April 2, 2008

ASPOCOMP GROUP OYJ

THE BOARD OF DIRECTORS


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


Appendix 1: The Board's Proposal - Amendments to the Articles of
Association

The Board proposes that the first sentence of Article 4 of the
Articles of Association, concerning the number of Board members, and
Article 7, concerning the right to represent the company, be amended
to read as follows:

Article 4: The Board shall consist of no fewer than three (3) and no
more than eight (8) members.

Article 7: 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.


The amended Articles of Association

I The company's business name, domicile and field of operations

Article 1
The company's business name is Aspocomp Group Oyj. The company's
business name in English is Aspocomp Group Plc. The company is
domiciled in Helsinki.

Article 2
The company's field of operations is to carry on, itself or through
its subsidiaries, manufacturing, trade, export and import as well as
design related to components and equipment in the electronics field.
The company attends, on a centralized basis, to matters connected
with the administration, financing and strategic planning of Group
companies and plans the Group's capital expenditures.

II Share capital and shares

Article 3
The shares of the company are maintained under the book entry system.

III Administration of the company

The Board of Directors

Article 4
The Board of Directors shall have a minimum of three (3) and a
maximum of eight (8) members. The Board of Directors shall elect a
chairman and a vice chairman from amongst its number. The term of
office of members of the Board of Directors shall end at the close of
the first Annual General Meeting following their election.

Article 5
The Board of Directors has a quorum when more than half of its
members are in attendance, one of whom is the chairman or vice
chairman.

Minutes

Article 6
The names of those present, and decisions made, are to be noted in
the minutes taken of the meetings of the Board of Directors.

Right to sign the business name

Article 7
The company's business name shall be signed by the members of the
Board of Directors, two together, or together with a person
authorized to sign the business name or by the President and CEO
alone.

The Board of Directors can grant the right to sign for the company to
other designated persons such that they sign the business name, two
together, or each separately together with a member of the Board of
Directors or the President and CEO.

IV Financial statements and auditors

Article 8
The company's financial year is the calendar year.

Article 9
For the purpose of auditing the company's administration and
accounts, the General Meeting shall elect one auditor that shall be a
firm of independent public accountants approved by the Central
Chamber of Commerce. The term of the auditor shall end at the close
of the first General Meeting following his election.

V General Meeting

Article 10
General Meetings shall be held in Helsinki, Vantaa or Espoo. In order
to have the right to speak and vote at a General Meeting, a
shareholder shall register in the manner specified in the notice of
meeting. The last date of notification can be no earlier than ten
days before the meeting.

Article 11
The Notice of Meeting shall be delivered by means of a notice
published in newspapers chosen by the Board no sooner than two months
and no later than seventeen (17) days before the General Meeting.

Article 12
The General Meeting shall be opened by the chairman of the Board, the
vice chairman or the oldest member of the Board in attendance, after
which a person shall be elected to chair the meeting.

The minutes of the General Meeting shall be kept by a secretary
designated by the chairman. The minutes shall be signed by the
chairman and two persons elected at the meeting for the purpose of
checking the minutes.

Article 13
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 upon:
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. the auditor.


Appendix 2: Proposal to authorize the Board to issue shares and to
grant special rights

The Board of Directors proposes to the Annual General Meeting of
Aspocomp Group Oyj that will be held on April 23, 2008, that the
Annual General Meeting grant the following authorizations to the
Board of Directors:

1.Share issue authorization

The Board of Directors will be authorized to decide on issuing new
shares and conveying the Aspocomp shares held by the company ("Share
Issue Authorization").

The new shares can be issued and the company's own shares conveyed
either against payment ("Rights Issue") or for free ("Bonus Issue"):

- to the company's shareholders in proportion to their holding; or
- by means of a directed issue, waiving the pre-emptive subscription
right of shareholders, if there is a weighty financial reason for the
company to do so, such as the use of the shares as consideration in
acquisitions or other business arrangements, to finance investments
or as part of the company's incentive scheme. The directed issue can
be a Bonus Issue only if there is an especially weighty reason for
the company to do so, taking the interests of all shareholders into
account.

2. Granting of special rights

The Board of Directors is authorized to grant special rights, as
specified in Chapter 10, Article 1 of the Companies Act, to receive
new shares in the company or Aspocomp shares held by the company
against payment such that either the share subscription price will be
paid in cash or the subscriber's receivables will be offset against
the subscription price.

3. Maximum number of shares to be issued

A total maximum of 55,000,000 new shares can be granted in the share
issue and/or on the basis of special rights. A maximum of 200,000 own
shares (treasury shares) held by the company can be conveyed and/or
received on the basis of special rights.

4. Bonus Issue to the company

The Board of Directors is authorized to decide on a Bonus Issue to
the company itself such that the number of shares issued to the
company would amount to no more than one tenth (1/10) of all the
company's shares. Own shares held by the company or its subsidiaries
will be included in this amount as specified in Chapter 15, Article
11, Paragraph 1 of the Companies Act. The rules concerning own shares
held by the company will be applied to the new shares registered for
the company.

5. Other terms and period of validity

The Board of Directors will decide on other particulars of the share
issues and the granting of special rights.

The authorizations will be valid for no longer than five (5) years
from the date of the decision of the General Meeting.

The authorizations will cancel previous unexercised share issue
authorizations.

Helsinki, April 2, 2008

The Board of Directors



APPENDIX 3: PROPOSAL BY THE BOARD OF DIRECTORS TO THE GENERAL MEETING
CONCERNING THE ISSUE OF STOCK OPTIONS


The Board of Directors proposes to the Annual General Meeting of
Aspocomp Group Oyj that will convene on April 23, 2008 that stock
options be issued to the present or future Chief Executive Officer
under the terms and conditions attached hereto.

The company has a weighty financial reason for the issue of stock
options, since the stock options are intended to form part of the
incentive and commitment scheme for the CEO. The purpose of the stock
options is to encourage the CEO to work on a long-term basis to
increase shareholder value. The purpose of the stock options is also
to commit the CEO to the company.

The total maximum number of stock options issued is 5,520,000. The
stock options entitle him to subscribe for a total maximum of
5,520,000 new shares in the company or existing shares held by the
company. The stock options now issued can be exchanged for shares
constituting a maximum total of 10.0% of the company's shares and the
votes conferred by the shares after the potential share subscription
if new shares are issued in the share subscription.

The share subscription price of the stock option is based on the
prevailing market price of the Aspocomp Group Oyj share on the OMX
Nordic Exchange Helsinki in March 2008 which was EUR 0,10. The share
subscription price will be recorded in the invested non-restricted
equity fund.

The share subscription period for stock options 2008A will be April
1, 2010 - April 30, 2014, for stock options 2008B April 1, 2011 -
April 30, 2014, for stock options 2008C April 1, 2012 - April 30,
2014 and for stock options 2008D April 1, 2013 - April 30, 2014. The
CEO will, however, be entitled to subscribe for shares with all stock
options within thirty (30) days from the date when the company has
received the Confirmation of Acceptance concerning the stock options
from him. However, the subscribed shares cannot be freely transferred
and pledged until the share subscription period with the exercised
stock options has begun. If the service contract of the CEO
terminates before the beginning of the actual share subscription
period, the subscribed shares cannot be freely transferred and
pledged until six (6) months have lapsed from the termination of the
service contract.

Helsinki, April 2, 2008

The Board of Directors


ANNEX:
ASPOCOMP GROUP OYJ'S STOCK OPTIONS FROM 2008

At its meeting on April 2, 2008, the Board of Directors of Aspocomp
Group Oyj (the Board of Directors) has resolved to propose to the
Annual General Meeting of Shareholders of Aspocomp Group Oyj (the
company) to be held on April 23, 2008 that stock options be issued to
the present or future Chief Executive Officer of the company (the
CEO), on the following terms and conditions:


I STOCK OPTION TERMS AND CONDITIONS

1. Number of stock options

The total maximum number of stock options issued is 5,520,000, and
they entitle their owner to subscribe for a total maximum of
5,520,000 new shares in the company or existing shares held by the
company.

2. Stock options

Of the stock options, 1,380,000 are marked with the symbol 2008A,
1,380,000 are marked with the symbol 2008B, 1,380,000 are marked with
the symbol 2008C and 1,380,000 are marked with the symbol 2008D.

The stock option recipient shall be notified in writing by the Board
of Directors about the offer of stock options. The stock options
shall be delivered to the recipient when he has accepted the offer of
the Board of Directors.

3. Right to stock options

The stock options shall be issued gratuitously to the CEO. The
company has a weighty financial reason for the issue of stock
options, since the stock options are intended to form part of the
CEO's incentive and commitment scheme.

4. Distribution of stock options

A total of 5,520,000 stock options shall be distributed to the CEO.
The Board of Directors shall decide upon the further distribution to
present or future Group key personnel of any stock options that are
returned to the company at a later date.

The stock options shall not constitute a part of a service contract
of a stock option recipient, and they shall not be regarded as salary
or a fringe benefit. The stock option recipient shall have no right
to receive compensation for any reason on the basis of stock options
during his service or thereafter. The stock option recipient shall be
liable for all taxes and tax-related consequences arising from
receiving or exercising stock options.

5. Transfer and forfeiture of stock options

The company shall hold the stock options on behalf of the stock
option owner until the beginning of the share subscription period.
The stock options can freely be transferred and pledged when the
relevant share subscription period has begun. The Board of Directors
may, however, permit the transfer or pledge of stock options also
before this date. Should the stock option owner transfer or pledge
his stock options, he shall be obliged to inform the company in
writing about the transfer or pledge without delay.

Should the service contract of the stock option owner be terminated
for any reason other than the death or the statutory retirement of
the stock option owner, he shall, gratuitously and without delay,
forfeit to the company or to a party designated by it such stock
options for which the share subscription period specified in Section
II.2 has not begun on the last day of his service. The proceedings
shall be similar if the rights and obligations arising from the stock
option owner's service are transferred to a new owner or holder upon
the employer's transfer of business. However, in such cases, the
Board of Directors can decide that the stock option owner is entitled
to keep such stock options in whole or in part.

Should the stock options be transferred to the book-entry securities
system, the company shall have the right to request and have
transferred all forfeited stock options from the stock option owner's
book-entry account to the book-entry account appointed by the
company, without the consent of the stock option owner. In addition,
the company shall be entitled to register transfer restrictions and
other comparable restrictions concerning the stock options to the
stock option owner's book-entry account without the consent of the
stock option owner.

II TERMS AND CONDITIONS OF SHARE SUBSCRIPTION

1. Right to subscribe for shares

Each stock option entitles its owner to subscribe for one (1) new
share in the company or existing share held by the company. The share
subscription price shall be recorded in the invested non-restricted
equity fund.

2. Share subscription and payment

The stock option owner shall be entitled to subscribe for shares with
all stock options within thirty (30) days from the date when the
company has received the Confirmation of Acceptance concerning the
stock options from the stock option owner. However, the subscribed
shares cannot be freely transferred and pledged until the share
subscription period with the exercised stock options has begun. If
the service contract of the stock option owner terminates before the
beginning of the share subscription period specified below, the
subscribed shares cannot be freely transferred and pledged until six
(6) months have lapsed from the termination of the service
contract.

The share subscription period shall be

- for stock option 2008A   April 1, 2010-April 30, 2014
- for stock option 2008B   April 1, 2011-April 30, 2014
- for stock option 2008C   April 1, 2012-April 30, 2014
- for stock option 2008D   April 1, 2013-April 30, 2014.

Share subscriptions shall take place at the head office of the
company or possibly at another location and in the manner informed
later. Upon subscription, payment for the shares subscribed for shall
be made to the bank account designated by the company. The Board of
Directors shall decide on all measures concerning the share
subscription.

3. Share subscription price

The share subscription price of the stock option is the trade volume
weighted average quotation of the share on the OMX Nordic Exchange
Helsinki during March 1 - March 31, 2008.

The share subscription price of the stock option may be decreased in
certain cases as specified in Section 7 below. The share subscription
price shall, nevertheless, always amount to at least EUR 0.01.

4. Registration of shares

Shares subscribed for and fully paid shall be registered in the
book-entry account of the subscriber.

5. Shareholder rights

The dividend rights of the new shares and other shareholder rights
shall commence when the shares have been entered in the Trade
Register.

If existing shares held by the company are given to the subscriber of
shares, the subscriber shall be entitled to a dividend and other
shareholder rights when the shares have been subscribed for and paid.

6. Share issues, stock options and other special rights entitling to
shares before share subscription

If the company, before the share subscription, decides on an issue of
shares or an issue of new stock options or other special rights
entitling to shares, the stock option owner shall have the same right
as, or an equal right to, that of a shareholder. Equal treatment is
ensured in the manner determined by the Board of Directors by
adjusting the number of shares available for subscription, the share
subscription prices or both of these.

7. Rights in certain cases

If the company distributes dividends or funds from the non-restricted
equity fund, the share subscription price of the stock options shall
be reduced by the amount of the dividend or the amount of the
distributable non-restricted equity decided after the beginning of
the period for determination of the share subscription price but
before share subscription, as per the dividend record date or the
record date of the repayment of equity.

If the company reduces its share capital by distributing share
capital to the shareholders, the share subscription price of the
stock options shall be reduced by the amount of the distributable
share capital decided after the beginning of the period for
determination of the share subscription price but before share
subscription, as per the record date of the repayment of share
capital.

If the company is placed in liquidation before the share
subscription, the stock option owner shall be given an opportunity to
exercise his share subscription right within a period of time
determined by the Board of Directors. If the company is deleted from
the register before the share subscription, the stock option owner
shall have the same right as, or an equal right to, that of a
shareholder.

If the company resolves to merge with another company as a merging
company or merge with a company to be formed in a combination merger,
or if the company resolves to be demerged entirely, the stock option
owner shall, prior to the merger or demerger, be entitled to
subscribe for shares with his stock options, within a period of time
determined by the Board of Directors. Alternatively, the Board of
Directors can give the stock option owner the right to convert the
stock options into stock options issued by the other company, in the
manner determined in the draft terms of merger or demerger, or in the
manner otherwise determined by the Board of Directors, or the right
to sell the stock options prior to the merger or demerger. After such
period, no share subscription right or conversion right shall exist.
The same procedure applies to cross-border mergers or demergers, or
if the company, after having registered itself as an European
Company, or otherwise registers a transfer of its domicile from
Finland to another member state. The Board of Directors shall decide
on the impact of potential partial demerger on the stock options. In
the above situations, the stock option owner shall have no right to
require that the company redeem the stock options from him at their
market value.

Repurchase or redemption of the company's own shares or acquisition
of stock options or other special rights entitling to shares shall
have no impact on the position of the stock option owner. If the
company, however, resolves to repurchase or redeem its own shares
from all shareholders, the stock option owner shall be made an
equivalent offer.

If a redemption right and obligation to all of the company's shares,
as referred to in Chapter 18, Section 1 of the Finnish Companies Act,
arises for any of the shareholders before the end of the share
subscription period, on the basis that a shareholder possesses over
90% of the shares and the votes conferred by the shares of the
company, the stock option owner shall be given the possibility to
exercise his right to subscribe for shares with the stock options
within a period of time determined by the Board of Directors, or the
stock option owner shall have an equal obligation to that of
shareholders to transfer his stock options to the redeemer,
irrespective of the transfer restriction set out in Section I.5
above.

III OTHER MATTERS

These terms and conditions shall be governed by Finnish law. Disputes
arising in relation to the stock options shall be finally settled by
arbitration in accordance with the Arbitration Rules of the Central
Chamber of Commerce by one single arbitrator.

The Board of Directors may decide on the transfer of the stock
options to the book-entry securities system at a later date and on
the resulting technical amendments to these terms and conditions, as
well as on other amendments and specifications to these terms and
conditions which are not considered essential. Other matters related
to the stock options shall be decided on by the Board of Directors.

The company shall be entitled to withdraw the stock options which
have not been transferred, or with which shares have not been
subscribed for, gratuitously, if the stock option owner acts against
these terms and conditions, or against the instructions given by the
company on the basis of these terms and conditions, or against
applicable law, or against the regulations of the authorities.

The company can maintain a register of stock option owners, including
stock option owners' personal data. The company can send information
on the stock options to the stock option owners by e-mail.

These terms and conditions have been prepared in Finnish and in
English. In case of any discrepancy between the Finnish and English
versions, the Finnish shall prevail.