Aspocomp Group - Notice to general meeting

NOTICE TO THE ANNUAL GENERAL MEETING

Aspocomp Group Oyj  Company Announcement  March 19, 2010 at 9:00 am             

NOTICE TO THE ANNUAL GENERAL MEETING                                            

Notice is given to the shareholders of Aspocomp Group Plc. to the Annual General
Meeting to be held on Tuesday, 13 April 2010 at 10 a.m. at Palace Gourmet,      
Conference Room, address Eteläranta 10, 10th floor, Helsinki. The reception of  
persons who have registered for the meeting will commence at 9.30 a.m.          

A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING                          

At the Annual 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 supervise the counting  
of 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 2009                                          
- Review by the CEO                                                             

7. Adoption of the annual accounts                                              

8. Resolution on the use of the profit shown on the balance sheet               

The Board of Directors proposes to the Annual General Meeting that it would     
resolve not to pay any dividend to the shareholders from the financial year 1   
January 2009 - 31 December 2009.                                                

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 three members
will be elected to the Board of Directors.                                      

12. Election of members of the Board of Directors                               

The Board of Directors proposes to the Annual General Meeting that the following
current members of the Board of Directors according to their consents will be   
re-elected: Mr. Johan Hammarén, Mr. Tuomo Lähdesmäki, and Mr. Kari Vuorialho.   

13. Resolution on the remuneration of the auditor                               

The Board of Directors proposes to the Annual General Meeting that the auditor's
fees are paid according to the auditor's invoice.                               

14. Election of auditor                                                         

The Board of Directors proposes to the Annual General Meeting that              
PriceWaterhouseCoopers, Authorized Public Accountants continues as the Company's
auditor, and that the principal auditor is Authorized Public Accountant Jouko   
Malinen.                                                                        

15. Proposal by the Board of Directors to amend the articles of association     

The Board of Directors proposes to the Annual General Meeting that Article 10 of
the articles of association will be amended as follows:                         

“10 § Notice to the Annual General Meeting                                      

The notice to the Annual General Meeting must be conveyed to the shareholders no
earlier than three (3) months and no later than twenty one (21) days before the 
Annual General Meeting on the Company's website and when the Board of Directors 
so decides, on a widely-circulated newspaper determined by the Board of         
Directors. However, the notice to the Annual General Meeting must be conveyed no
later than nine (9) days before the record date of the Annual General Meeting”  

16. Closing of the meeting                                                      


B. DOCUMENTS OF THE ANNUAL GENERAL MEETING                                      

The aforementioned proposals of the Board of Directors relating to the agenda of
the Annual General Meeting as well as this notice are available on the company's
website at www.aspocomp.com/agm starting from 19 March 2010. The annual report  
of the company, including the company's annual accounts, the report of the Board
of Directors and the auditor's report, is available on the company's website at 
www.aspocomp.com/reports at the latest on 19 March 2010. The proposals of the   
Board of Directors and the annual report including the annual accounts are also 
available at the meeting. Copies of those documents and of this notice will be  
sent to shareholders upon request. The minutes of the Annual General Meeting are
available at www.aspocomp.com/agm no later than 27 April 2010.                  


C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING              

1. The right to participate and registration                                    

Each shareholder, who is registered on 30 March 2010 in the shareholders'       
register of the company held by Euroclear Finland Ltd., has the right to        
participate in the Annual General Meeting. A shareholder, whose shares are      
registered on his/her personal Finnish book-entry account, is registered in the 
shareholders' register of the company.                                          

A shareholder, who wants to participate in the Annual General Meeting, shall    
register for the meeting on 19 March 2010 - 8 April 2010. The registration      
should be available in the Company at the latest on Friday, 8 April 2010 by 4   
p.m.                                                                            

Such notice can be given:                                                       

a) by e-mail yhtiokokous@aspocomp.com;                                          
b) by telephone +358 40 820 3352 on weekdays at 8 a.m. - 4 p.m.                 
c) by telefax (09)782 904; or                                                   
d) by regular mail to Aspocomp Group Plc., Marian Ärväs, Sinikalliontie 11,     
02630 Espoo.                                                                    

In connection with the registration, a shareholder shall notify his/her name,   
personal identification number, address, telephone number and the name of a     
possible assistant or proxy representative and the personal identification      
number of a proxy representative, and through the company's website book-entry  
account number. The personal data given to Aspocomp Group Plc. is used only in  
connection with the Annual General Meeting and with the processing of related   
registrations.                                                                  

Pursuant to chapter 5, section 25 of the 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. When a shareholder participates in the Annual General   
Meeting by means of several proxy representatives representing the shareholder  
with shares at different securities accounts, the shares by which each proxy    
representative represents the shareholder shall be identified in connection with
the registration for the Annual General Meeting.                                

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

3. Holders of nominee registered shares                                         

A holder of nominee registered shares is advised to request without delay       
necessary instructions regarding the registration in the shareholder's register 
of the company, the issuing of proxy documents and registration for the Annual  
General Meeting from his/her custodian bank. The account management organization
of the custodian bank will register a holder of nominee registered shares, who  
wants to participate in the Annual General Meeting, to be temporarily entered   
into the shareholders' register of the company at the latest 8 April 2010 by 10 
a.m. Registration in the temporary shareholders' register is considered as      
registration for the Annual General Meeting. Changes in shareholding after the  
record date for the Annual General Meeting 30 March 2010 affect neither the     
right to participate in the Annual General Meeting nor the shareholder's number 
of voting rights. A shareholder can give a proxy to his/her custodian bank      
following the instructions separately given by the custodian bank. If the       
shareholder wants to authorize other than his/her custodian bank as his/her     
proxy representative, the proxy representative shall produce a dated proxy      
document to demonstrate his/her right to represent the shareholder.             

4. Other instructions and information                                           

On the date of the notice to the Annual General Meeting 19 March 2010, the total
number of shares in Aspocomp Group Plc. is 49,905,130 shares and the total      
number of votes is 49,905,130 votes. The company has 200,000 shares of the total
amount of shares in its possession.                                             


In Espoo, 19 March 2010                                                         

ASPOCOMP GROUP PLC.                                                             

THE BOARD OF DIRECTORS                                                          

For further information please contact Sami Holopainen, CEO, tel. +358 40 048   
7180.                                                                           


www.aspocomp.com

Viðhengi:

aspocomp notice to agm 2010.pdf