PKC Group Oyj - Notice to general meeting

NOTICE TO THE GENERAL MEETING

PKC Group Oyj		Company Announcement		5 March 2010 9.00 a.m.                     

NOTICE TO THE GENERAL MEETING                                                   

Notice is given to the shareholders of PKC Group Oyj to the annual general      
meeting to be held on 31 March 2010 at 4.00 p.m. at the company's offices at    
Vihikari 10, Kempele. The reception of persons who have registered for the      
meeting and the distribution of voting tickets will commence at 3.15 p.m.       


A. Matters on the agenda of the general meeting                                 

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 2009                                          
- Review by the President & 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 parent company's distributable funds are EUR 50.9 million, of which the net 
profit for the financial year is EUR 5.4 million. The Board of Directors        
proposes that a dividend of EUR 0.40 per share be paid for a total of EUR 7.1   
million and that the remainder of the distributable funds be transferred to     
shareholders' equity. The record date for the dividend payout is 7 April 2010   
and the payment date is 14 April 2010. In the view of the Board of Directors,   
the proposed dividend payout will not put the company's liquidity at risk.      

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 and 
the auditor                       

The Board of Directors proposes that the annual remuneration payable to the     
members of the Board of Directors to be elected for a term of office ending at  
the end of the Annual General Meeting 2011 be the same as in 2009 as follows:   
Chairman EUR 50,000, Vice Chairman EUR 37,500 and other Board members EUR 25,000
as well as the travel and accommodation expenses related to the board meetings. 
It is furthermore proposed that, the chairman and members of the audit committee
be paid an additional annual remuneration of EUR 5,000. Shareholders who        
represent in total 6,815,253 shares and votes (38.3% of all) support the        
proposal (situation on 28 February 2010).                                       

The Board of Directors proposes that the remuneration and travel expenses for   
the auditor to be elected be paid according to the auditor's reasonable invoice.

11. Resolution on the number of members of the Board of Directors and the       
auditors                                                                        

The Board of Directors proposes that six members shall be elected to the Board  
of Directors and that one authorised public accounting firm shall be elected as 
auditor.                                                                        

12. Election of members of the Board of Directors                               

The Board of Directors proposes that Outi Lampela, Endel Palla, Olli            
Pohjanvirta, Matti Ruotsala and Jyrki Tähtinen shall be re-elected as Board     
members and that M. Sc. (Economics) Matti Hyytiäinen (49), Etteplan Oyj's       
President & CEO shall be elected new Board member. The proposed new Board member
is presented in more detail on the company's website at www.pkcgroup.com.       

Shareholders who represent in total 6,815,253 shares and votes (38.3% of all)   
support the proposal (situation on 28 February 2010).                           

13. Election of auditor                    

The Board of Directors proposes, upon Audit Committee's proposal, that          
authorised public accounting firm KPMG Oy Ab, which has announced Virpi Halonen,
APA, to be the Auditor with principal responsibility, shall be selected as      
auditor.                                                                        

14. Closing of the meeting                                                      


B. Documents of the general meeting                                             

The aforementioned proposals of the Board of Directors as well as this notice   
are available on the company's website at www.pkcgroup.com. The company's annual
report, including the company's annual accounts, the report of the Board of     
Directors and the auditor's report as well as the corporate governance          
statement, is available on the website on 10 March 2010. The proposals of the   
Board of Directors and the annual report are also available at the meeting.     
Copies of these documents and of this notice will be sent to shareholders upon  
request.                                                                        


C. Instructions for the participants in the general meeting                     

1. The right to participate and registration                                    

Each shareholder, who is registered on 19 March 2010 in the shareholders'       
register of the company held by Euroclear Finland Ltd., 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 wants to participate in the general meeting, shall register  
for the meeting no later than 29 March 2010 by 10.00 a.m. by giving a prior     
notice of participation. Such notice can be given:                              
a) by e-mail sanna.raatikainen@pkcgroup.com;            
b) by telephone +358 (0)20 1752 111 from Monday to Friday 8 a.m. - 4 p.m.       
c) by telefax +358 (0)20 1752 214; or                                           
d) by regular mail to PKC Group Oyj, Sanna Raatikainen, P.O. Box 174, FI-90401  
Oulu, Finland.                                                                  

In connection with the registration, a shareholder shall notify his/her 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. The personal data given is used only in       
connection with the general meeting and with the processing of related          
registrations.                                                                  

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.                                 

2. Proxy representative and powers of attorney                                  

A shareholder may participate in the 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 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   
PKC Group Oyj, Sanna Raatikainen, P.O. Box 174, FI-90401 Oulu, Finland before   
the last date for registration.                                          

3. Holders of nominee registered shares                                         

A holder of nominee registered shares is advised to request without delay       
necessary instructions regarding the registration in the shareholder's register 
of the company, the issuing of proxy documents and registration for the 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 general meeting, to be temporarily entered into the          
shareholders' register of the company at the latest on 26 March 2010 by 10.00   
a.m.                                                                            

4. Other information                                                            

On the date of this notice to the general meeting, the total number of shares   
and votes in PKC Group Oyj is 17,781,522.                                       


Kempele, 5 March 2010                                                           

PKC Group Oyj                                                                   

Board of Directors                                                              

Harri Suutari                                                                   
President & CEO                                                                 


DISTRIBUTION                                                                    

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