Trainer's House Oyj - Notice to general meeting

NOTICE TO THE ANNUAL GENERAL MEETING

Espoo, 2013-02-25 13:30 CET (GLOBE NEWSWIRE) -- TRAINERS' HOUSE PLC, NOTICE TO
THE ANNUAL GENERAL MEETING, 25 FEBRUARY 2013 AT 14:30 

Notice is given to the shareholders of Trainers' House Plc to the Annual
General Meeting to be held on Tuesday 19 March 2013 at 12:00 a.m. at the office
of the company, Niittymäentie 7, 02200 Espoo. The reception of persons who have
registered for the meeting will commence at 11:30 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 scrutinise 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 2012 
-Review by the CEO

7. Adoption of the financial statements

8. Resolution on the use of the profit shown on the balance sheet and
decreasing the share premium fund to cover incurred losses. 

The Board of Directors proposes to the Annual General Meeting that no dividend
will be paid from the financial year 2012 and that the loss of the fiscal year
shown by the parent company be transferred to the company's profit and loss
account. The Board of Directors proposes to the Annual General Meeting that the
company's share premium fund shall be decreased by 823,478.02 euro to cover the
company's losses. The Company's share premium fund on 31.12.2012, before the
proposed decrease in order to cover the losses, is 5,355,637.99 euro. After the
decrease the share premium fund would be 4,532,159.97 euro. 

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

10. Resolution on the number of members of the Board of Directors

Shareholders representing approximately 40.45 per cent of the votes of the
company have informed that they will propose to the Annual General Meeting that
the number of Board members is to be five (5). 

11. Resolution on the remuneration of the members of the Board of Directors

Shareholders representing approximately 40.45 per cent of the votes of the
company have informed that they will propose to the Annual General Meeting that
the remuneration payable to the members of the Board of Directors remain
unchanged, and that the Chairman of the Board receives a fee of 3,500 euro and
members 1,500 euro per month. 

12. Election of members of the Board of Directors

Shareholders representing approximately 40.45 per cent of the votes of the
company have informed that they will propose to the Annual General Meeting that
the present members of the Board of Directors Aarne Aktan, Jarmo Hyökyvaara,
Tarja Jussila and Jari Sarasvuo be re-elected to the Board of Directors and
Vesa Honkanen elected as a new member. 

13. Resolution on the remuneration of the Auditor

The Board of Directors proposes to the Annual General Meeting that the auditor
be reimbursed according to a reasonable invoice from the auditor. 

14. Election of Auditor

The Board of Directors proposes to the Annual General Meeting that Ernst &
Young Ltd. be re-elected as the company's auditor. 

15. Closing of the meeting

B. Documents of the Annual General Meeting

The above mentioned proposals of the Board of Directors, the annual report of
Trainers' House Plc, the report of the Board of Directors and the Auditor's
report and this notice to the Annual General Meeting shall be available on the
website of Trainers' House Plc, www.trainershouse.fi, three weeks prior to the
Meeting at the latest. These documents and this notice shall be available also
in the Annual General Meeting and copies of these documents and of this notice
will be sent to shareholders upon request. The minutes of the Annual General
Meeting shall be available atthe aforementioned internet pages on 2 April 2013
at the latest. 

C. Instructions for the participants in the Annual General Meeting

1. The right to participate and registration

Each shareholder, who is registered on 7 March 2013 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 by giving a prior
notice of participation no later than 14 March 2013 at 10:00 a.m., by which
time the registration must have arrived to the company. Such notice can be
given by mail to Trainers' House Plc, Johanna Kallio, Niittymäentie 7, 02200
Espoo or by telephone to +358 43 824 4850 or by e-mail to
AGM2013@trainershouse.fi. 

Registration must include the shareholder's 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. Personal information given to Trainers' House Plc will only be
used in connection with the Annual General Meeting and with the processing of
related registrations. 

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 reliablemanner 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 to the above mentioned e-mail (e.g. as pdf attachment) or
regular mail address before the last date for registration. 

3. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the
Annual General Meeting by virtue of such shares, based on which he/she on the
record date of the Annual General Meeting, i.e. on 7 March 2013, would be
entitled to be registered in the shareholders' register of the company held by
Euroclear Finland Ltd. 

The right to participate in the Annual General Meeting requires, in addition,
that the shareholder on the basis of such shares has been temporarily
registered in the shareholders' register held by Euroclear Finland Ltd, at the
latest by 10:00 a.m. on 14 March 2013. As regards nominee registered shares
this constitutes due registration for the Annual General Meeting. A holder of
nominee registered shares is advised to request without delay necessary
instructions regarding the registration in the temporary shareholders' 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, into the
temporary shareholders' register of the company at the latest by the time
stated above. 

4. Other information

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. 

At the date of this notice the total number of shares and votes conveyed by
these shares in Trainers' House Plc is 68,016,704. The Company has only one
class of shares and each share conveys one vote. 


Helsinki 25 February 2013

TRAINERS' HOUSE PLC
THE BOARD OF DIRECTORS

Attachments:

Kutsu varsinaiseen yhtiokokoukseen 2013_02_25 ENG.pdf