Neomarkka - Notice to general meeting

NOTICE TO THE ANNUAL GENERAL MEETING OF NEOMARKKA PLC

Neomarkka Plc	STOCK EXCHANGE RELEASE  7 May 2009	at 4:45 PM 	1(6)

NOTICE TO THE ANNUAL GENERAL MEETING OF NEOMARKKA PLC

Notice is given to the shareholders of Neomarkka Plc to the annual general
meeting to be held on Wednesday, 10 June 2009 at 12:00 at Niinistönkatu 8-12,
05800 Hyvinkää, Finland. The reception of persons who have registered for the
meeting will commence at 11:00. 

A. MATTERS ON THE AGENDA OF THE ANNUAL 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 person 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 review by the Managing Director for the year 2008 

7. Presentation of the auditor's report

8. Adoption of the annual accounts

9. 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 0.25 per share will be
distributed on the company's A and B shares for the year 2008. The dividend
will be paid to a shareholder who is registered in the company's shareholder
register maintained by the Euroclear Finland Oy on the record date, 15 June
2009. The board of directors proposes that the dividend be paid on 23 June2009. 

10. Resolution on the discharge of the members of the board of directors and
the managing director from liability 

11. Resolution on the remuneration of the members of the board of directors and
the auditors and the basis for compensation of costs 

The shareholders currently representing over 50 percent of the votes, propose
the following: 

It is proposed that the members of the board be paid an annual remuneration of
EUR 10,000, the deputy chairman of the board an annual remuneration of EUR
12,500, the chairman of the board an annual remuneration of EUR 15,000, and the
board and the committees an attendance remuneration of EUR 600 per each
meeting. Furthermore, it is proposed that the members of the board be
compensated for their travel expenses. 

In addition, it is proposed that the members of the board be paid a bonus based
on the development of the company's B stock price, the amount of which is EUR
2,000 for the chairman of the board and EUR 1,000 for the ordinary members of
the board, multiplied by annual return based on the stock price development of
Neomarkka Plc's class B share for the period May 2008 - May 2010. Should the
annual return exceed 50 percent, the bonus shall be paid in accordance with 50
percent. 

Furthermore, the new persons to be elected in Neomarkka Plc's board of
directors shall undertake to acquire shares in the company by a minimum of EUR
30,000 during the year 2009. A new member of the board shall not transfer the
class B shares so acquired prior to 31 December 2011. 

The board of directors proposes that the auditors be reimbursed according to
their invoice based on the performed audit proposal process. 

12. Resolution on the number of members of the board of directors and deputy
members 

The above mentioned shareholders propose to the annual general meeting that the
number of members of the board of directors be confirmed at four (4) and that
no deputy members will be elected. 

13. Election of the chairman and the deputy chairman and members of the board

The above mentioned shareholders propose to the annual general meeting that
following persons be re-elected to the board of directors: 

Matti Lainema, chairman,
Pekka Soini, deputy chairman and
Ilpo Helander,
Taisto Riski.

14. Election of auditor

The above mentioned shareholders propose that Authorized Public Accountants
Ernst & Young Oy, with Authorized Public Accountant Heikki Ilkka as responsible
auditor, be elected as the auditor of the company for a term that expires at
the end of the annual general meeting of 2010. 

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

The board of directors proposes that it be authorized to decide on acquisition
of the company's own shares by using the assets from the company's unrestricted
equity so that the maximum number of class B shares to be acquired is 588,076.
The proposed amount corresponds to approximately 9.77 percent of all the shares
in company and in total ten percent of the company's class B shares. The shares
will be acquired in public trading arranged by NASDAQ OMX Helsinki in
accordance with its rules, and the consideration to be paid for the shares to
be acquired must be based on market price. The company may acquire B class
shares directly from other shareholders than the biggest shareholder by
entering into a contractual trade, provided that the number of class B shares
to be acquired via contractual trade is at least 15,000 and that the
consideration to be paid for the shares is equal to the prevailing market price
in NASDAQ OMX Helsinki at the time of the acquisition. When carrying out the
acquisition of the company's own shares, derivatives, share lending and other
contracts customary to the capital markets may be entered into within the
limits set by law and regulations. 

The authorization entitles the board of directors to decide on the acquisition
in a proportion other than that of the shares held by the shareholders
(directed acquisition). The shares are acquired to be used in order to carry
out acquisitions or other arrangements within the scope of the company's
business operations, to improve the company's capital structure, as part of
implementing the company's incentive scheme, or to be further transferred for
other purposes or to be cancelled. The board of directors is entitled to decide
on other matters pertaining to the acquisition of the company's own shares. 

The authorization is proposed to remain in force until the next annual general
meeting. 

16. Forfeit of rights to Neomarkka Plc's shares held on joint account and of
rights carried by such shares 

On 7 May 2009, a total of 116,491 of the company's B shares were registered on
Neomarkka Plc's joint book-entry account in Euroclear Finland Oy. No
declaration for registration of the shares has been made, although ten years
have passed since the end of the registration period, which was on 29 September
2007. Therefore, the board of directors proposes that the general meeting
decide that the rights to such shares and the rights carried by such shares
have been forfeited and that the shares will remain in the possession of the
company. 

17. Authorizing the board of directors to decide on the issuance of shares as
well as other special rights entitling to shares 

The board of directors proposes that the annual general meeting authorize the
board to decide on an issue of new class B shares and on a transfer of class B
treasury shares held by the company either against or without payment. 

The new class B shares may be issued and the class B treasury shares held by
the company may be transferred to the shareholders of the company in proportion
to their shareholdings or in deviation from the shareholders' pre-emptive
rights if there is a weighty financial reason for the company to do so. 

The board of directors may also decide on a share issue to the company itself
without payment. 

The board of directors also proposes that the board be authorized to issue
special rights referred to in Chapter 10, section 1 of the Finnish Companies
Act entitling the holder to receive new shares in the company or class B
treasury shares held by the company against payment. 

The maximum number of new class B shares, including shares to be issued under
special rights, may amount to a total of 1,176,152 shares, at maximum. The
maximum number of class B treasury shares held by the company that are subject
to the transfer may total 588,076 shares. 

The authorizations are proposed to remain in force until the next annual
general meeting. 

18. Closing of the Meeting

B. DOCUMENTS OF THE GENERAL MEETING

The proposals of the board of directors and its committees relating to the
agenda of the general meeting as well as this notice are available on Neomarkka
Plc's website at www.neomarkka.fi > Releases > Other information. The annual
report of Neomarkka Plc, including the company's annual accounts, the report of
the board of directors and the auditor's report, is available on the
above-mentioned website www.neomarkka.fi. The proposals of the board of
directors 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 above-mentioned website as
from 17 June 2009. 

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

1. The right to participate and registration

In order to attend the general meeting, the shareholders must be registered as
the company's shareholders in Neomarkka Plc's shareholder register maintained
by Euroclear Finland Oy on 29 May 2009, at the latest. 

A shareholder who wants to participate in the general meeting shall register
for the meeting no later than 4 June 2009 before 16:00, at the latest, by
giving a prior notice of participation. Such notice can be given: 

a) by e-mail ilmoittautuminen@neomarkka.fi;
b) by telephone +358 207 209 193;
c) by telefax +358 9 6844 6531 or
d) by regular mail to address Neomarkka Plc, Aleksanterinkatu 48 A, 00100
Helsinki, Finland. 

The registration must arrive before the end of the registration period.

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. The personal data given to Neomarkka Plc 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. 

Possible proxy documents should be delivered in originals to the address
Neomarkka Plc, Aleksanterinkatu 48 A, 00100 Helsinki, Finland before the last
date for registration. 

3. Holders of nominee registered shares

A holder of nominee registered shares who wants to participate in the general
meeting must be entered into the shareholders' register of the company on the
record date 29 May 2009 of the meeting. 

A holder of nominee registered shares is advised to request 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. 

4. Other information

On the date of this notice to the general meeting 7 May 2009, the number of
A-shares in Neomarkka Plc is 139,600 shares, representing a total of 2,792,000
votes, and the number of B-shares is 5,880,760 shares, representing a total of
5,880,760 votes. 

Helsinki, 7 May 2009

Neomarkka Plc
The Board of Directors


pp. Sari Tulander
CFO 

FURTHER INFORMATION
Markku E. Rentto, Managing Director, tel. +358 207 209 190
Sari Tulander, CFO, tel. +358 207 209 192

DISTRIBUTION
NASDAQ OMX Helsinki
Main media
www.neomarkka.fi