2014-03-27 16:30:00 CET

2014-03-27 16:30:35 CET


REGULATED INFORMATION

English
Vacon - Decisions of general meeting

Decisions taken by Vacon Plc's Annual General Meeting and the Board of Directors' organizing meeting


Vacon Plc, Stock Exchange Release, 27 March 2014 at 5.30 p.m. (EET)

Vacon Plc's Annual General Meeting (AGM) was held in Vaasa today, 27 March 2014.

Payment of dividend

The AGM adopted the proposal by the Board of Directors to pay a dividend of EUR
1.30 per share. The record day for the dividend payment is 1 April 2014. The
dividend will be paid on 8 April 2014.

Adoption of the annual accounts and resolution on the discharge from liability

The annual accounts of Vacon Plc for the fiscal year 2013 were approved and the
members of the Board of Directors as well as the President and CEO were
discharged from liability for the fiscal year 2013.

Board of Directors, remunerations and auditor

The number of members of the Board of Directors was confirmed to be seven. Pekka
Ahlqvist, Jari Eklund, Jan Inborr, Juha Kytölä, Panu Routila and Riitta Viitala
were re-elected as members of the Board of Directors, and Jari Koskinen was
elected as a new member of the Board.

The AGM resolved to pay the members of the Board of Directors a basic fee of EUR
1,500 a month and an additional fee of maximum EUR 3,000 a month. The additional
fee is determined based on the development of the Group's revenues and operating
profit for the fiscal year 2014. It was resolved that the Chairman of the Board
of Directors shall be paid twice the basic fee and the additional fee of the
members of the Board of Directors. In addition, the compensation for attendance
at the meetings of the Board of Directors' permanent committees will be EUR 500
per meeting. The travel expenses of the members of the Board of Directors will
be compensated in accordance with the Company's Travel Policy.

The number of auditors was confirmed to be one. PricewaterhouseCoopers Oy was
elected as the Company's auditor with Markku Katajisto (APA) as the principal
auditor. The remuneration for the Auditor will be paid according to the
Auditor's reasonable invoice as accepted by the Company.

Shareholders' Nomination Board

The Annual General Meeting approved the Board of Directors' proposal to
establish for an indefinite period a Shareholders' Nomination Board to prepare
proposals to the Annual General Meeting for the election and remuneration of the
members of the Board of Directors and the remuneration of the members of the
Nomination Board. In addition, the Board of Directors proposes the adoption of
the Charter of the Shareholders' Nomination Board.

Further details on the purpose, composition and tasks of the Shareholders'
Nomination Board are available in Vacon's stock exchange release published on
20 February 2014 and on the Company's website on www.vacon.com.

Share split, i.e. increasing the number of shares through a share issue without
payment

The Annual General Meeting approved the Board of Directors' proposal to increase
the number of shares in the Company by issuing new shares to the shareholders
without payment in proportion to their holdings so that one (1) share will be
given for each existing share. Based on the number of the shares on the date of
this notice, a total of 15,295,000 new shares will be issued, so that after the
share issue, there will be a total of 30,590,000 shares.

The share issue will be implemented in the book-entry system and does not
require measures by the shareholders. The shareholders, who are registered in
the Company's shareholder register on the record date for the share issue, 1
April 2014, are entitled to shares. The new shares shall be registered
approximately on 1 April 2014, and shall generate shareholder rights as of said
registration. The new shares are planned to be admitted to public trading and
entered into the book-entry system on 2 April 2014. Said new shares will not
entitle their holders to the dividend to be decided in the Annual General
Meeting for the fiscal year 2013.

Authorizations of the Board of Directors

The AGM adopted the proposals of the Board of Directors to authorize the Board
of Directors to resolve to repurchase shares in the Company as well as to decide
on a share issuance and donations.

The Board of Directors was authorized to decide on the repurchase of maximum
1,400,000 own shares, which corresponds to appr. 9.2 percent of all of the
shares in the Company. After the share issue without payment (split), the
maximum number of own shares which can be repurchased on the basis of this
authorization shall be increased and the authorization shall apply to a maximum
of 2,800,000 own shares. The authorization is effective until 30 June 2015. The
authorization cancels the authorization given by the AGM on 26 March 2013 to
decide on the repurchase of the Company's own shares.

The Board of Directors was authorized to decide on the issuance of shares so
that the number of shares to be issued shall not exceed 1,529,500 shares, which
corresponds to 10 percent of all the shares in the Company. After the share
issue without payment (split), the maximum number of shares which can be issued
shall increase and the authorization shall apply to a maximum of 3,059,000
shares. The authorization is effective until 27 March 2019, and cancels the
authorization given by the AGM on 26 March 2013, to decide on the issuance of
shares.

The Board of Directors was authorized to decide on donations not exceeding EUR
30,000 in total and their recipients, amounts and terms. The authorization is
effective until the close of the next Annual General Meeting.

The proposals of the Board of Directors, approved by the AGM, regarding said
authorizations were reported in more detail in the stock exchange release of 27
February 2014.

The minutes of the AGM is available on the Company's website on
www.vacon.com/investors/Corporate-Governance/Annual-general-meetings/Vacon-AGM-
2014/ as of 10 April 2014 at the latest.

Decisions taken by the Board of Directors at its organization meeting

After the AGM, the Board of Directors at its organization meeting elected Panu
Routila as Chairman and Jari Eklund as Vice Chairman of the Board. Panu Routila
(Chairman), Jari Eklund and Juha Kytölä were elected as the members of the
Board's Audit Committee.

At its organization meeting, the Board of Directors also resolved to establish a
Human Resources Committee. The Human Resources Committee replaces the former
Nomination and Remuneration Committee after the AGM resolved to establish the
Shareholders' Nomination Board.

The Human Resources Committee will assist the Board e.g. in the preparation of
matters pertaining to remuneration and incentive plans, in the planning of key
personnel succession and in the monitoring of job satisfaction. The purpose of
the Committee is to ensure that the Group's human resources strategy supports
the long-term strategic goals of the business operations.

Jan Inborr (Chairman), Pekka Ahlqvist and Riitta Viitala were elected as the
members of the Human Resources Committee.

VACON PLC

Board of Directors

Further information:

  * Director, Corporate Communications and Investor Relations, Sebastian Linko,
    Phone +358 40 837 1634

Vacon in brief

Vacon is driven by a passion to develop, manufacture and sell the best AC drives
and inverters in the world - and provide customers with efficient product
lifecycle services. Our AC drives offer optimum process control and energy
efficiency for electric motors. Vacon inverters play a key role when energy is
produced from renewable sources. Vacon has production and R&D facilities in
Europe, Asia and North America, and sales offices in 30 countries. Further,
Vacon has sales representatives and service partners in nearly 90 countries. In
2013, Vacon's revenues amounted to EUR 403.0 million, and the company employed
globally approximately 1,600 people. The shares of Vacon Plc (VAC1V) are quoted
on the main list of the Helsinki stock exchange (NASDAQ OMX Helsinki).

Driven by Drives, www.vacon.com

Distribution:

NASDAQ OMX Helsinki
Financial Supervisory Authority
Main media




[HUG#1772238]