Vaahto Group Plc Oyj - Notice to general meeting

INVITATION TO THE ANNUAL GENERAL MEETING OF VAAHTO GROUP PLC OYJ

Lahti, Finland, 2011-11-18 13:15 CET (GLOBE NEWSWIRE) -- VAAHTO GROUP PLC OYJ
STOCK EXCHANGE RELEASE 18.11.2011 at 14.15 

INVITATION TO THE ANNUAL GENERAL MEETING OF VAAHTO GROUP PLC OYJ



Vaahto Group Plc Oyj shareholders are hereby notified that the Annual General
Meeting will be held on Monday, December 12, 2011, starting at 13.00 at
Sibelius Hall, Ankkurikatu 7, in the city of Lahti. 

A. BUSINESS OF THE ANNUAL GENERAL MEETING

The agenda of the Annual General Meeting is as follows:

1. Opening of the meeting

2. Calling of the meeting to order

3. Election of the persons to confirm the minutes and to supervise the counting
of votes 

4. Recording of the legal convening of the meeting and establishment of a quorum

5. Recording of the attendance at the meeting and adoption of the list of votes

6. Presentation of the financial statements, consolidated financial statements,
review by the Board, and auditor's report for the September 1, 2010 - August
31, 2011, fiscal year 

7. Verification of the financial statements and the consolidated financial
statements 

8. Resolution on the distribution of the profit shown on the balance sheet and
the payment of dividends 

The Board proposes to the Annual General Meeting that no dividend be paid for
the September 1, 2010 - August 31, 2011, fiscal year. The Board also proposes
that the loss for the fiscal year be left in the profit and loss account. 

9. Resolution on the discharge of the Board members and the CEO from liability

10. Resolution on the remuneration of the Board members

The Board proposes to the Annual General Meeting that the elected Board members
shall receive the following fees as annual compensation: 26,000 euros to the
chairman of the Board, and 19,000 euros to each ordinary Board member. 

11. Resolution on the number of Board members

The Board proposes that the Annual General Meeting confirm that the number of
Board members be four (4). 

12. Election of Board members

Shareholders holding at least 10 (ten) percent of the total number of votes, as
determined by the number of shares, have informed the Board that they intend to
nominate as Board members Rainer Häggblom, Reijo Järvinen, Topi (Toivo Matti)
Karppanen and Mikko Vaahto, for the term expiring at the end of the subsequent
Annual General Meeting. 

13. Resolution on the remuneration of the auditor

The Board proposes that the remuneration of the auditor be handled according to
the invoice. 

14. Election of the auditor

The Board proposes that the Annual General Meeting elect as the auditor, to
serve until the end of the following Annual General Meeting, the company's
current auditor, public auditing firm Ernst & Young Oy, which has declared that
it intends to appoint Panu Juonala, CPA, as chief auditor. 

15. Authorization of the Board of Directors to decide on a share issue

The Board proposes that the Annual General Meeting authorize the Board to
decide on an issue of new shares in one or several lots, either for a fee or
free of charge. The number of new shares issued would be no more than
1,000,000. The maximum number for the proposed authorization concerning the
shares corresponds roughly to 33 percent of the total number of shares in the
company. 

The authorization entitles the Board to decide on all the terms of the share
issue, including the right to deviate from the shareholders' subscription
privilege. 

The authorization is proposed to be in effect until December 31, 2012, unless
the General Meeting amends or cancels the authorization before that. The share
issue authorization granted by the Annual General Meeting on 14 December 2010
will expire at the end of this Annual General Meeting. 

16. Closing of the meeting

B. ANNUAL GENERAL MEETING DOCUMENTS

The aforementioned draft resolutions, which are on the agenda of the Annual
General Meeting, and this summons to the Annual General Meeting will be
available on Vaahto Group Plc Oyj's Web site at www.vaahtogroup.fi. Vaahto
Group Plc Oyj's annual report, including the company's financial statements,
consolidated financial statements, review by the Board, and auditor's report,
will be made available for inspection at the company's head office in Lahti and
on the aforementioned Web site no later than on November 21, 2011. The draft
resolutions and the financial statement documents will be available also at the
Annual General Meeting, and copies of the draft resolutions and this summons
will be sent to the shareholders upon request. The minutes of the Annual
General Meeting will be available for inspection on the aforementioned Web site
on December 23, 2011. 

C. INSTRUCTIONS FOR PARTICIPANTS IN THE MEETING

1. The right to participate and registration

Every shareholder who on November 29, 2011, is registered as a shareholder in
the list of shareholders kept by Euroclear Finland Ltd. has the right to
participate in the Annual General Meeting. Every shareholder whose shares have
been registered in his or her personal book-entry account is registered in the
company's share register. 

All shareholders who wish to participate in the Annual General Meeting must
register no later than on December 7, 2011, before 4:00 pm. One may register
for the Annual General Meeting in any of the following ways: 

a)    by placing a telephone call to +358 20 1880 355

b)    by e-mail to address taina.kajander@vaahtogroup.fi; or

c)    by sending a letter to the address Vaahto Group Plc Oy, P.O. Box 5,
FI-15141 Lahti, Finland - registration by letter must arrive before the
registration deadline mentioned above. 

The registration must include the name, identity code, address, and telephone
number of the shareholder, as well as the name of the assistant, if any.
Information disclosed by the shareholders to Vaahto Group Plc Oyj will be used
only in connection with the Annual General Meeting and related, necessary
registrations. 

In accordance with Chapter 5, Section 25 of the Companies Act, a shareholder
attending the Annual General Meeting has the right to ask questions about the
matters to be addressed at the meeting. 

2. Use of a representative and proxy

Shareholders may participate in the Annual General Meeting and exercise their
rights there by proxy. The shareholders' representatives must present a dated
proxy form, or they must show in some other reliable manner that they are
entitled to represent the shareholder. 

If a shareholder has shares in multiple book-entry accounts, that shareholder
may participate in the Annual General Meeting by means of more than one proxy
such that the representatives represent the shareholder with different shares
in the book-entry accounts. In this case, the shares on whose basis each
representative represents the shareholder must be declared upon registration. 

We request that you submit any proxy forms, as originals, to the address Vaahto
Group Plc Oyj, P.O. Box 5, FI-15141 Lahti, Finland, before the end of the
registration period. 

3. Owners of nominee-registered shares

Any shareholders whose shares are nominee-registered and who wish to
participate in the Annual General Meeting must register temporarily in the
company's share register for participation in the Annual General Meeting. The
owner of a nominee-registered share may participate in the Annual General
Meeting if he or she is registered in the share register on the basis of share
ownership on the Annual General Meeting's record date, November 29, 2011.
Notification concerning temporary registration must be made no later than on
December 7, 2011, before 10:00 am. The registration of the owner of a
nominee-registered share in the company's share register for temporary
registration is regarded as registration for the Annual General Meeting. Owners
of nominee-registered shares are requested to ask their asset manager for the
necessary instructions for registration in the share register, issuing of
proxies, and registration for the Annual General Meeting. 

4. Other information

On the date of the summons, November [18], 2011, the company has, in total,
2,985,866 (two million, nine hundred eighty-five thousand, eight hundred
sixty-six) shares, conferring, in total, 2,985,866 (two million, nine hundred
eighty-five thousand, eight hundred sixty-six) votes. 

In Lahti, on November 18, 2011

VAAHTO GROUP PLC OYJ

Board of Directors


         Information:
         Anssi Klinga
         CEO, Vaahto Group Plc Oyj
         tel. +358 50 4661470
         www.vaahtogroup.fi