Vacon - Notice to general meeting

Notice to the Annual General Meeting

Vacon Plc, Stock Exchange Release, 17 February 2012 at 2.30 p.m.


Notice is given to the shareholders of Vacon Plc to the annual general meeting
to be held on Tuesday 27 March 2012 at 4 p.m. at Vaasan Ylioppilastalo (Domus
Bothnica) at the address Yliopistonranta 5, 65200 Vaasa, Finland. The reception
of persons who have registered for the meeting will commence at 3.00 p.m.

A. MATTERS ON THE AGENDA OF THE GENERAL MEETING

At the general meeting, the following matters will be considered:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinize 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 the year 2011

- Review by the CEO

7. Adoption of the annual accounts

8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend

The board of directors proposes to the general meeting that a dividend of EUR
0.90 per share be paid from the profit in 2011. The dividend shall be paid to
shareholders who on the dividend record date 30 March 2012 are recorded in the
shareholders' register of the company held by Euroclear Finland Ltd. The board
of directors proposes that the dividend is paid on 11 April 2012.

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

10. Resolution on the remuneration of the members of the board of directors

Upon the recommendation by the remuneration and nomination committee, the board
of directors proposes to the general meeting that the members of the board of
directors to be elected shall be paid the same basic fee as during the years
2008-2011, i.e. EUR 1,250 a month, and an additional fee of maximum EUR 2,500 a
month, for the term of office ending at the end of the annual general meeting
2013. The additional fee is determined based on the development of the company's
turnover and operating profit for the fiscal year 2012. It is proposed that the
chairman of the board of directors is paid twice the basic fee and the
additional fee of the members of the board of directors. In addition, the
proposed remuneration for attendance at meetings of the board of directors'
permanent committees is EUR 500 per meeting.

The travel expenses of the members of the board of directors are proposed to be
compensated in accordance with the company's Travel Policy.

11. Resolution on the number of members of the board of directors

Upon the recommendation of the remuneration and nomination committee, the board
of directors proposes to the general meeting that the number of members of the
board of directors shall be seven (7).

12. Election of members of the board of directors

Upon the recommendation of the remuneration and nomination committee, the board
of directors proposes to the general meeting that Pekka Ahlqvist, Jari Eklund,
Jan Inborr, Juha Kytölä, Panu Routila, Mika Vehviläinen and Riitta Viitala shall
be re-elected members of the board of directors for the term of office ending at
the end of the annual general meeting 2013.

All the proposed persons have given their consent to the position and their CVs
are available on the website of the company (www.vacon.com). All the proposed
persons are considered independent of the company and, with the exception of
Panu Routila, also of the significant shareholders of the company.

The proposal of the board of directors is supported by shareholders representing
more than 10 percent of the votes in the company.

13. Resolution on the remuneration of the auditor

The board of directors proposes to the general meeting that the remuneration for
the auditor to be elected will be paid according to the auditor's invoicing.

14. Resolution on the number of auditors and the election of the auditor

The board of directors proposes that the number of auditors shall be one (1).

The board of directors furthermore proposes to the general meeting that
PricewaterhouseCoopers Oy, who has informed that Markku Katajisto will act as
responsible auditor, be elected auditor of the company for the term of office
ending at the end of the annual general meeting 2013.


15. Authorizing the board of directors to decide on the repurchase of the
company's own shares

The board of directors proposes to the general meeting that the board of
directors be authorized to decide on the repurchase of the company's own shares
in one or more installments as follows:

The amount of own shares to be repurchased shall not exceed 1,450,000 shares,
which corresponds to appr. 9.5 percent of all of the shares in the company. Only
the unrestricted equity of the company can be used to repurchase own shares on
the basis of the authorization. The company, together with its subsidiaries,
cannot at any point in time hold more than 10 percent of all the shares in the
company.

Shares can be repurchased by the company at a price formed in public trading on
the date of the repurchase or otherwise at a price formed on the market. The
rules and guidelines of NASDAQ OMX Helsinki Oy and Euroclear Finland Ltd shall
be followed in the repurchase.

The board of directors shall be authorized to decide on the manner and other
conditions for the repurchase of the company's own shares. Own shares can be
repurchased using, inter alia, derivatives. Own shares can be repurchased in
deviation from the shareholders' pre-emptive rights (directed repurchase).

The authorization is effective until 30 June 2013. The authorization cancels the
authorization given by the general meeting on 22 March 2011 to decide on the
repurchase of the company's own shares.

16. Authorizing the board of directors to decide on the issuance of shares

The board of directors proposes to the general meeting that the board of
directors be authorized to decide on the issuance of shares as follows:

The amount of shares to be issued shall not exceed 1,529,500 shares, which
corresponds to 10 percent of all the shares in the company.

The board of directors shall be authorized to decide on all conditions for the
issuance of shares. The shares can be issued as a directed issuance of shares.
The authorization includes also the right for the board of directors to sell or
otherwise dispose of the company's own shares held by the company or its
subsidiaries. The authorization is effective until 27 March 2017 and cancels the
authorization given by the general meeting on 22 March 2011 to decide on the
issuance of shares.

17. Closing of the meeting

B. DOCUMENTS OF THE GENERAL MEETING

The abovementioned proposals on the agenda of the general meeting as well as
this notice are available on Vacon Plc's website at www.vacon.com. The annual
report of Vacon Plc including the annual accounts, the report of the board of
directors and the auditor's report is available on said website no later than 6
March 2012. The proposals for decisions and the annual accounts are also
available at the meeting. Copies of these documents and of this notice will be
sent to shareholders upon request. The minutes of the meeting will be available
on the same website as of 10 April 2012 at the latest.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

1. The right to participate and registration

Each shareholder, who is registered in the shareholders' register of the company
held by Euroclear Finland Ltd. on the record date for the general meeting 15
March 2012, has the right to participate in the 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 is registered in the shareholders' register of the company
and who wants to participate in the general meeting, shall register for the
meeting by giving a prior notice of participation, which has to be received by
the company no later than on 23 March 2012 at 10 a.m. Such notice can be given:

a) on the company's website at www.vacon.com/agm2012 (as from 20 February 2012);
b) by telephone +358 40 8371 278; or
c) by regular mail to the address Vacon Plc, Maija Suutarinen, Runsorintie
7, 65380 Vaasa, Finland.

In connection with the registration, a shareholder shall notify his/her name,
personal or business identification number, address, telephone number and the
name of a possible assistant or proxy representative and the personal
identification number of such proxy representative. The personal data given to
Vacon Plc is used only in connection with the general meeting and with the
processing of related registrations.

The shareholder, his/her authorized representative or proxy representative
shall, where necessary, be able to prove his/her identity and/or right of
representation.

Also media representatives are welcome to follow the meeting and are requested
to register to the address sebastian.linko@vacon.com.

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the
general meeting by virtue of such shares, based on which he/she on the record
date of the general meeting, i.e. on 15 March 2012, would be entitled to be
registered in the shareholders' register of the company held by Euroclear
Finland Ltd. The right to participate in the general meeting requires, in
addition, that the shareholder on the basis of such shares has been registered
into the temporary shareholders' register held by Euroclear Finland Ltd. at the
latest by 22 March 2012 by 10 a.m. As regards nominee registered shares this
constitutes due registration for the general meeting.

A holder of nominee registered shares is advised to request necessary
instructions regarding the registration in the temporary shareholder's register
of the company, the issuing of proxy documents and registration for the general
meeting from his/her custodian bank well in advance. The account management
organization of the custodian bank has to register a holder of nominee
registered shares, who wants to participate in the general meeting, into the
temporary shareholders' register of the company at the latest by the time stated
above.

Further information on these matters can also be found on the company's website
www.vacon.com.

3. Proxy representative and powers of attorney

A shareholder may participate in the general meeting and exercise his/her rights
at the meeting also by way of proxy representation.

A proxy representative shall produce a dated proxy document or otherwise in a
reliable manner demonstrate his/her right to represent the shareholder at the
general meeting. When a shareholder participates in the 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 general meeting.

Possible proxy documents should be delivered in originals to the address Vacon
Plc, Maija Suutarinen, Runsorintie 7, 65380 Vaasa, Finland before the end of the
registration period.

4. Other information

Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is
present at the general meeting has the right to request information with respect
to the matters to be considered at the meeting.

On the date of this notice to the general meeting, the total number of shares in
Vacon Plc is 15,295,000 shares and the total number of votes in Vacon Plc is
15,295,000 votes. The company holds 35,008 own shares, which do not have any
voting rights at the general meeting.

In Vantaa on 17 February 2012

VACON PLC

THE BOARD OF DIRECTORS


DISTRIBUTION:

NASDAQ OMX Helsinki
Financial Supervisory Authority
Main Media



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