2009-09-22 10:45:00 CEST

2009-09-22 10:45:01 CEST


REGULATED INFORMATION

English
Tiimari Oyj Abp - Notice to convene extr.general meeting

NOTICE OF EXTRAORDINARY GENERAL MEETING


Tiimari Plc             STOCK EXCHANGE RELEASE 22 September 2009 at 11.45       


NOTICE OF EXTRAORDINARY GENERAL MEETING                                         


Notice is given to the shareholders of Tiimari Plc of the Extraordinary General 
Meeting, which will be held 19th October 2009 starting at 10.00 at Hotel Scandic
Marski, Mannerheimintie 10, 00100 Helsinki. The reception of the enrolled will  
commence at 09.15.                                                              

A MATTERS TO BE CONSIDERED AT THE GENERAL MEETING                               

The following matters will be considered at the meeting:                        

1. Opening the meeting 
2. Organisation of the meeting 
3. Election of scrutinisers of the minutes and supervisors of the counting of
   votes 
4. Recording the legality of the meeting 
5. Recording the attendance at the meeting and confirmation of the list of
   votes 

6. Deciding on the board size and composition 

The nomination committee of the Board proposes an increase from the current six 
members to seven members and Mr. Markku Pelkonen (b. 1962) to be elected as a   
new member. Mr Pelkonen has worked as Senior Vice President, kiosk operations   
for Rautakirja Oy from 2001 to June 2009 and in other sales and marketing       
positions from the beginning of 1992. Prior to this, he worked in different     
sales positions for the Tradeka Valintatalo chain from 1985. Mr. Pelkonen has   
served as a member of the board for Tammer-Tukku Oy since 2006 and as a member  
of the Trade and Service Committee for the Helsinki Chamber of Commerce since   
the beginning of 2002.                                                          

7. The Board's proposal on the release of a convertible capital loan 

The Board proposes that the General Meeting would decide on a directed offer on 
a convertible capital loan for a maximum of 4.980.000 euros, deviating fom the  
pre-emptive subscription rights of the shareholders. The loan, of which a       
maximum of 83 60.000 euro nominal loan shares will be given, will be offered to 
mainly institutional and professional investors chosen by the Board. The        
emission rate of the loan would be 100% and the subscription period 20th - 21st 
October 2009. An annual fixed interest of 8% would be paid on the loan capital  
and the repayment date for full repayment of the loan would be 28th March 2013. 
The conversion rate shall be the weighted average price of the share in trading 
on Nasdaq OMX Helsinki Plc during 22nd September - 7th October 2009 increased by
5 percent, but at least 1.30 euro and at maximum 1.50 euro/ share. Thereby, the 
Company's total shares could due to the conversions rise by a maximum of        
3.830.769 new shares. The company has received separate commitments from its    
biggest owner Atine Group Oy's parent company Virala Oy Ab, Assetman Oy and     
Baltiska Handels A.B, in which the aforementioned parties have according to     
proposed loan terms to subscribe a total of 3.540.000 euro of the loan amount.  

8. Empowering the Board to decide on the share issue and the special rights
   related to the shares

The Board proposes that the General Meeting would empower the Board to decide on
the share issue and the special rights related to the shares referred to in     
Chapter 10, Section 1 of the Limited Liability Companies Act in one or several  
instalments, either against payment or without payment. The amount of shares to 
be issued, including the shares to be received based on special rights, shall   
not exceed 4.000.000 shares. The Board can decide to issue either new shares or 
shares possibly held by the company.                                            

The empowerment would entitle the Board to decide on all conditions for the     
share issue and the special rights related to the shares, including the right to
derogate from the pre-emptive subscription rights of the shareholders. The      
empowerment is proposed to be used to strengthen the balance sheet and financial
position of the company or other purposes decided by the Board.                 

The empowerment is proposed to be enforceable until 30th April 2013.            

9. Closing of the meeting 

B GENERAL MEETING DOCUMENTS                                                     

The aforementioned proposals by the Board, this notice, the latest financial    
statements, annual report and auditor's report, the resolution on distribution  
of assets adopted subsequent to the expiration of the financial year ended 31st 
December 2008, the interim reports for the first and second quarter for this    
year and the statement by the Board on significant events occurring after the   
second quarter interim report having an essential effect on the position of the 
company are available on the company's webpage at www.tiimari.com by 28th       
September 2009 at the latest. The documents will also be available at the       
General Meeting and copies will be sent to shareholders upon request. The       
minutes of the General Meeting will be on display on the aforementioned webpage 
two weeks after the general meeting at the latest.                              

C INSTRUCTIONS TO PARTICIPANTS                                                  

1. Right to participate and registration 

A shareholder, who on the record date of the General Meeting 7th October 2009 is
registered as a shareholder in the company's shareholder register maintained by 
Euroclear Finland Ltd, is entitled to attend the meeting. A shareholder, whose  
shares are entered on behalf of the shareholder on his/her personal book-entry  
account is registered into the company's shareholder register.                  

A shareholder wishing to participate in the General Meeting is required to      
register his/her participation no later than 12th October 2009 15.00, by which  
time the registration must have arrived at the company. One can register by     
letter to the company address Tiimari Plc/General Meeting 19th October 2009,    
Vanha Porvoontie 229, 01380 Vantaa, by email yhtiokokous@tiimari.fi, by telefax 
03 812 9237 or by telephone Mon-Fri 09.00 - 16.00  +358400488926 (Elenius).     
During registration the participant shall present the name of the shareholder,  
personal identity number or company VAT number, address, telephone number and   
the name of a potential assistant attending the meeting. The personal details   
will only be used for the General Meeting and as part of any necessary          
administrative tasks relating to the registration.                              

A shareholder present at the General Meeting has a right to request information 
on matters dealt with by the General Meeting in accordance to Chapter 5, Section
25 of the Limited Liability Companies Act.                                      

2. Proxy representation and powers of attorney 

A shareholder may attend the General Meeting and exercise his/her rights at the 
meeting by way of proxy representation. A shareholder may have several proxy    
representatives, who represent the shareholder with shares booked on different  
book-entry accounts. In such matters the shares represented by each proxy       
representative shall be notified in connection with the registration. The proxy 
representative must present a dated power of attorney or in some other way      
present proof of being entitled to represent the shareholder. Any powers of     
attorney are requested to be sent before the last date of registration in       
original to Tiimari Plc, Vanha Porvoontie 229, 01380 Vantaa.                    

3. Owner of a nominee registered share 

A shareholder, whose shares are nominee registered and who wishes to participate
in the General Meeting, must register for temporary entry in the company's      
shareholder register by 12th October 2009 at the latest, if the shareholder, on 
the basis of the same shares, is entitled to be recorded in the shareholder     
register on the record date of the General Meeting 7th October 2009. A          
shareholder, whose shares are nominee registered, is considered to be registered
to the General Meeting if he/she is temporarily entered in the shareholder      
register, as described above. A shareholder, whose shares are nominee           
registered, is advised to request necessary instructions regarding the          
registration for temporary entry to the shareholder register, the issuing of    
proxy documents and the registration for the General Meeting from his/her       
custodian bank.                                                                 

4. Other information 

The company has on the date of the notice to the Extraordinary General Meeting a
total of 16.474.755 shares and votes.                                           

Helsinki, 22nd September 2009                                                   

TIIMARI PLC                                                                     
The Board of Directors                                                          

Further information: CEO Hannu Krook                                            
tel. + 358 (0)3 812911, e-mail hannu.krook@tiimari.fi                           

Distribution: NASDAQ OMX Helsinki                                               
important news media                                                            
www.tiimari.com 
The conditions of the convertible capital loan proposed to the extraordinary    
General Meeting by the Board are published as an attachment only the Finnish    
version of this stock exchange release.                                         


Tiimari Plc is a listed company. The group consists of two retail shop concepts:
Tiimari and Gallerix. These two concepts do business in seven countries within  
the Baltic Sea region and there are altogether nearly 300 shops. Both concepts  
belong to the forerunners of their market segment. In the corporation there is  
also a company called Tiimore Oy which specialises in corporate gifts and sales 
promotion solutions.