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2009-02-27 16:00:00 CET 2009-02-27 16:00:02 CET REGULATED INFORMATION Trainer's House Oyj - Notice to general meetingNOTICE TO CONVENE ANNUAL GENERAL MEETINGTRAINERS' HOUSE PLC STOCK EXCHANGE RELEASE 27 FEBRUARY 2009 AT 17.00 Shareholders of Trainers' House Plc are invited to participate in the Annual General Meeting (AGM) on 24 March 2009 at 1.00 PM in the company's head office at Porkkalankatu 11, 00180 Helsinki. In addition to the matters set out in the companies act and the articles of association, the Annual General Meeting will address the following proposals by the Board of Directors: THE PROPOSAL OF THE BOARD OF DIRECTORS REGARDING THE AUTHORIZATIONS TO THE BOARD OF DIRECTORS TO DECIDE ON SHARE ISSUE INCLUDING THE CONVEYANCE OF OWN SHARES, AND ISSUE OF SPECIAL RIGHTS The Board of Directors proposes to the Annual General Meeting that it would decide on the authorizations to the Board of Directors regarding share issue and issue of special rights on the terms set forth below. Based on the authorization the Board of Directors has a right to decide on a share issue which may be either liable to charge or free of charge, including issuing of new shares and the conveyance of own shares possibly in the company's possession. Based on the authorization the Board of Directors has a right to decide on an issue of option rights and other special rights which entitle, against payment to receive new shares or shares possibly in possession of the company. Based on the aforesaid authorizations regarding share issue and/or issue of special rights, either in one or in several occasions, a maximum of 13,000,000 new shares may be issued and/or own shares possessed by the company may be conveyed, which corresponds to approximately 19.11 per cent of the issued and outstanding shares of the company. The authorizations shall remain in force until June 30, 2010. The Board of Directors is otherwise authorized to decide on all the terms regarding the share issue and the issue of special rights, including the right to also decide on a directed share issue and a directed issue of special rights. Shareholders' pre-emptive subscription rights can be deviated from providing that there is a significant financial reason for the company to do so. THE PROPOSAL OF THE BOARD OF DIRECTORS REGARDING THE AUTHORIZATIONS TO THE BOARD OF DIRECTORS TO DECIDE ON ACQUISITION OF OWN SHARES The Board of Directors proposes to the Annual General Meeting that it would decide on an authorization to the Board of Directors regarding acquisition of the Company's own shares on the terms set forth below. Based on the authorization the Board of Directors has a right to decide on acquisition of own shares. The shares could be acquired for the value decided by the Board of Directors which value is based on the fair value at the time of the acquisition formed in the public trading. Own shares may be only acquired with free equity. Based on the authorization, either in one or in several occasions, a maximum of 6,500,000 own shares, which corresponds to approximately 9.56 per cent of the issued and outstanding shares of the company, may be acquired. The authorization shall remain in force until June 30, 2010. The Board of Directors is otherwise authorized to decide on all the conditions regarding the acquisition of own shares including the manner of acquisition of shares. The authorization does not exclude the right of the Board of Directors to also decide on a directed acquisition of own shares providing that there is a significant financial reason for the company to do so. DISTRIBUTION OF DIVIDEND The Board of Directors proposes that a dividend of EUR 0.05 per share be paid for the financial year ended on 31 December 2008. The dividend will be paid to shareholders registered in the shareholders' register maintained by the Euroclear Finland Ltd. on the record date for dividend payment on 27 March 2009. The Board of Directors proposes the dividend be paid on 3 April 2009. DOCUMENTS Copies of documents concerning the financial statements, as well as the Board of Directors proposals and attachments are displayed to shareholders from 11 March 2009 at the company's head office, Porkkalankatu 11, 00180 Helsinki. Copies of the documents will be sent to shareholders upon request. RIGHT TO PARTICIPATE A shareholder wishing to participate in the AGM must be registered as a shareholder on March 13, 2009 at the shareholder register of the company, maintained by Euroclear Finland Oy. A holder of nominee registered shares, who wants to participate in the AGM, must be entered into the shareholders' register of the Company on the AGM record date 13 March 2009. A holder of nominee registered shares is advised to request necessary instructions regarding the registration in the shareholders' register of the Company, the issuing of proxy documents and registration for the AGM from his/her custodian bank. REGISTRATION A shareholder wishing to participate in the AGM must register his/her participation at the company's head office latest on 20 March 2009 by 12.00 noon either by writing to: Trainers' House Plc, Hanna Härmä, Porkkalankatu 11, 00180 Helsinki, by phone: +358(0)50-3752625 or by e-mail: hanna.harma@trainershouse.fi. The letter must have been received before the registration period ends. Possible powers of attorney should be delivered in conjunction with the registration. PROPOSAL CONCERNING THE MEMBERS OF THE BOARD OF DIRECTORS AND THE AUDITOR Shareholders of Trainers' House Plc with over 39% share of the vote have proposed that the number of Board of Directors members will be ratified at 4 and that Aarne Aktan, Tarja Jussila, Kai Seikku and Matti Vikkula will be selected as members of the Board of Directors. The remuneration of the Chairman is proposed to be decreased to EUR 3.500 per month and the remuneration for the members of the Board to be decreased to EUR 1.500 per month. Furthermore, it is proposed that the authorized public accountants Ernst & Young will be chosen as the company's auditors. Helsinki, February 27, 2009 TRAINERS' HOUSE PLC The Board of Directors For more information, please contact: Jari Sarasvuo, CEO, tel. +358 (0)500 665 666 Mirkka Vikström, CFO, tel. +358 (0)50 376 1115 DISTRIBUTION: OMX Nordic Exchange Helsinki Prominent media sources www.trainershouse.fi - Investors |
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