Pihlajalinna Oyj - Notice to general meeting

Pihlajalinna Plc:Notice to the Annual General Meeting

Pihlajalinna Plc Stock Exchange Release  11 March 2016 at 8.15 EET

Pihlajalinna Plc: Notice to the Annual General Meeting

Notice is given to the shareholders of Pihlajalinna Oyj to the Annual General
Meeting of Shareholders to be held on Monday, 4 April 2016 at 3:00 p.m. at
Yliopistonkatu 55, 33100 Tampere, Finland (Tampere Hall, Park Hall). The
reception of participants who have registered for the meeting and the
distribution of voting tickets will commence at 2:00 p.m. Coffee will be served
before the meeting.

A. Matters on the Agenda of the General Meeting

The following matters will be considered at 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 including the Consolidated Annual
Accounts, the Report of the Board of Directors and the Auditor's Report for the
year 2015

- Review by the CEO

7.       Adoption of the Annual Accounts including the Consolidated 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 that a dividend of EUR 0.02 per share would be
paid based on the balance sheet adopted for the financial period ended on 31
December 2015. The dividend would be paid to a shareholder who on the dividend
record date 6 April 2016 is registered as a shareholder in the Company's
shareholders' register held by Euroclear Finland Ltd. The Board of Directors
proposes that the dividend would be paid on 13 April 2016.

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

The largest shareholders of the Company, representing approximately 37.9 percent
of the shares and votes in the Company, propose that the annual remuneration to
the members of the Board of Directors would be paid as follows: to the Chairman
EUR 3500, to the Vice-Chairman EUR 2500 and to other members EUR 2000.

In addition, the above-mentioned largest shareholders propose that the meeting
fees would be paid as follows: EUR 500. In addition travel compensation would be
paid according to the state travel code.

11.   Resolution on the Number of Members of the Board of Directors

The largest shareholders of the Company, representing approximately 37.9 percent
of the shares and votes in the Company, propose that the number of members of
the Board of Directors would be eight (8).

12.   Election of Members of the Board of Directors

The largest shareholders of the Company, representing approximately 37.9 percent
of the shares and votes in the Company, have announced that they will publish
the proposal for the Board composition before the Annual General Meeting.

13.   Resolution on the Remuneration of the Auditor

The Audit Committee of the Board of Directors proposes that the Auditor's
remuneration would be paid against an invoice approved by the Audit Committee of
the Board of Directors.

14.   Election of the Auditor

The Audit Committee of the Board of Directors proposes that KPMG Oy Ab, a firm
of authorized public accountants, would be elected as Auditor for the financial
year 1 January - 31 December 2016. KPMG Oy Ab has announced that Ms. Lotta
Nurminen, APA, would be the Auditor with principal responsibility.

15.   Authorizing the Board of Directors to Resolve on the Repurchase of the
Company's Own Shares

The Board of Directors proposes that the Annual General Meeting would authorize
the Board of Directors to resolve on the repurchase of an aggregate maximum of
2,061,314 of the Company's own shares, which corresponds to approximately 10
percent of all the existing shares in the Company at the date of this notice.
Own shares may be repurchased on the basis of the authorization only by using
non-restricted equity.

Own shares may be repurchased at a price formed in public trading on the date of
the repurchase or otherwise at a price formed on the market. Own shares may be
repurchased using, inter alia, derivatives. The Board of Directors resolves on
how shares are repurchased. Own shares may be repurchased otherwise than in
proportion to the shares held by the shareholders (directed repurchase). The
authorization remains in force until the end of the next Annual General Meeting,
however, no longer than until 30 June 2017.

16.   Resolution on the Authorization of the Board of Directors to Decide on
Issuance of Shares, Option Rights and Other Special Rights Entitling to Shares

The Board of Directors proposes to the Annual General Meeting that the Board of
Directors would be authorized to decide on the issuance of shares, options
rights, and other special rights entitling to shares referred to in Chapter 10,
Section 1 of the Finnish Companies Act by virtue of one or several decisions as
follows.

The number of shares issued pursuant to the authorization shall not exceed
4,122,629 shares, which corresponds to approximately 20 percent of all the
existing shares in the Company at the date of this notice. The authorization
concerns both the issuance of new shares as well as the transfer of the
Company's own shares.

The Board of Directors decides on all other terms and conditions of the issuance
of shares, options rights and other special rights entitling to shares. The
authorization includes a right to deviate from the shareholders pre-emptive
right to subscription (directed issue).

The authorization remains in force until the end of the next Annual General
Meeting, however, no longer than until 30 June 2017.

17.   Closing of the Meeting

B. Documents of the General Meeting

The proposals for the decisions on the matters on the agenda of the General
Meeting as well as this notice are available on Pihlajalinna Oyj's website at
http://investors.pihlajalinna-konserni.fi as of 14 March 2016 at the latest. The
Annual Accounts, the Report of the Board of Directors and the Auditor's Report
of Pihlajalinna Oyj are also available on the above-mentioned website. The
proposals for the decisions on the matters and other above-mentioned documents
are also available at the meeting, and copies of these documents and of this
notice will be sent to shareholders upon request. The minutes of the Annual
General Meeting will be available on the above-mentioned website as of [18 April
2016] at the latest.

C. Instructions for the Participants in the Annual General Meeting

1.       Shareholders registered in the shareholders' register

Each shareholder, who is registered on 21 March 2016 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 is registered in the shareholders' register of the Company
and who wants to participate in the general meeting, shall register for the
meeting no later than 29 March 2016 at 4:00 p.m. at the latest by giving a prior
notice of participation. The notice has to be received by the Company before the
end of the registration period. Such notice can be given by using a registration
link on the Company's website at www.pihlajalinna-konserni.fi; by regular mail
to Pihlajalinna Oyj, yhtiökokous2016, Kehräsaari B, 33200, Tampere, Finland; by
e-mail to agm@pihlajalinna.fi; or by telephone +358 20 770 6896 (Monday-Friday
between 8 a.m. and 4 p.m.).
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 is used only in connection
with the general meeting and with the processing of related registrations.
Shareholder, his/her assistant, or proxy representative shall, where necessary,
be able to prove his/her identity and/or right of representation at the venue of
the meeting.
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 21 March 2016, 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 on 30 March 2016 at 10:00 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 without delay
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. 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.
3.       Proxy Representative and Proxy Documents
 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 Pihlajalinna Oyj,
yhtiökokous2016, Kehräsaari B, 33200 Tampere, Finland before the end of the
registration period.
 4.       Other instructions and information
Pursuant to Chapter 5, Section 25 of the Finnish 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
Pihlajalinna Oyj and votes represented by such shares is 20,613,146. The Company
or its subsidiaries do not own shares of the Company.
Tampere, 10 March 2016
Pihlajalinna Oyj
The Board of Directors
Sender:
Terhi Kivinen, SVP, Communications, Marketing and IR, Pihlajalinna Oyj,
+358 40 848 4001, terhi.kivinen@pihlajalinna.fi

Distribution

Nasdaq Helsinki Oy

Key media

investors.pihlajalinna-konserni.fi




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