Vacon - Notice to general meeting

Notice to the annual general meeting

Vacon Plc Stock Exchange Release, February 17, 2011 at 2.15 p.m.

Notice is given to the shareholders of Vacon Plc to the annual general meeting
to be held on Tuesday 22 March 2011 at 3 p.m. in the Akademi auditorium of Åbo
Akademi University at the address Academill, Rantakatu 2, 65100 Vaasa, Finland.
The reception of persons who have registered for the meeting will commence at
2.30 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 2010

- 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
1.00 per share be paid from the distributable assets of the parent company, EUR
15,214,435 in total. The dividend shall be paid to shareholders who on the
record date 25 March 2011 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 4 April 2011.

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 nomination and remuneration committee of 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 2009 and 2010, i.e. EUR
1,250 a month, and an additional fee of maximum EUR 2,500 a month for a term of
office ending at the end of the annual general meeting 2012. The additional fee
is determined based on the development of the company's turnover and operating
profit for the fiscal year 2011. 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.

The nomination committee of the board of directors furthermore proposes the
travel expenses of the members of the board of directors will be compensated in
accordance with the company's travelling compensation regulations.

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

The nomination and remuneration committee of 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

The nomination and remuneration committee of 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 a term of office ending at the end of the annual
general meeting 2012.

All the proposed persons have given their consent to the position.

The proposal of the board of directors' nomination and remuneration committee is
supported by shareholders representing more than ten (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 against the auditor's invoice.

14. Election of auditor

The board of directors proposes that PricewaterhouseCoopers Oy, who has informed
that Markku Katajisto will act as responsible auditor, be elected auditor of the
company for a term of office ending at the end of the annual general meeting
2012.

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
as follows:

The amount of own shares to be repurchased shall not exceed 1,529,500 shares,
which corresponds to ten (10) 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 ten (10) percent of all the shares in
the company.

Shares can be repurchased by the company at the market price prevailing at the
time of the repurchase through public trading or otherwise at a price formed on
the market.

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 2012. The authorization cancels the
authorization given by the general meeting on 23 March 2010 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 issuance of shares as follows:

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

The board of directors shall be authorized to decide on the conditions for the
issuance of shares. The shares can be issued as directed issuance of shares.

The authorization is effective until 22 March 2016. The authorization cancels
the authorization given by the general meeting on 28 March 2007 to decide on the
issuance of shares.

17. Closing of the meeting

B. DOCUMENTS OF THE GENERAL MEETING

The proposals of the board of directors and its committee relating 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, the report of the board of
directors and the auditor's report of Vacon Plc are available on the
abovementioned website no later than 1 March 2011. The proposals for decisions
and the other abovementioned documents 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 abovementioned website as of
5 April 2011 at the latest.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

1. Shareholders registered in the shareholders' register

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 11
March 2011, 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, 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 17 March 2011 at 10 a.m. by giving a notice of participation. Such
notice can be given:

a) on the company's website at www.vacon.com/agm2011;
b) by telephone +358 40 8371 278; or
c) by regular mail to 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 the 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 shall register
to 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 10 March 2011, 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 17 March 2011 by 10 am. 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.

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 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 Vacon Plc, Maija
Suutarinen, Runsorintie 7, 65380 Vaasa, Finland before the last date for
registration.

4. Other instructions and 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 17 February 2011, 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 85,565 own shares, which do
not have any voting right at the general meeting.

In Vaasa on 17 February 2011

VACON PLC

THE BOARD OF DIRECTORS

Distribution:

  * NASDAQ OMX Helsinki
  * Central media




[HUG#1490071]

Attachments:

PROPOSAL BY THE BOARD OF DIRECTORS OF VACON PLC.pdf