Vaahto Group Plc Oyj - Notice to general meeting

INVITATION TO THE ANNUAL GENERAL MEETING

Helsinki, Finland, 2015-03-20 10:35 CET (GLOBE NEWSWIRE) -- VAAHTO GROUP PLC
OYJ STOCK EXCHANGE RELEASE 20.2015 at 11:35 AM 

INVITATION TO THE ANNUAL GENERAL MEETING

Vaahto Group Plc Oyj shareholders are hereby notified that the Annual General
Meeting will be held on Tuesday, April 14, 2015, starting at 13:00 at Sibelius
Hall, Ankkurikatu 7, in the city of Lahti, Finland. 

A                   BUSINESS OF THE ANNUAL GENERAL MEETING

The agenda of the Annual General Meeting is as follows:

1                    Opening of the meeting

2                    Calling of the meeting to order

3                    Election of the persons to confirm the minutes and to
supervise the counting of votes 

4                    Recording of the legal convening of the meeting and
establishment of a quorum 

5                    Recording of the attendance at the meeting and adoption of
the list of votes 

6                   Presentation of the financial statements, consolidated
financial statements, review by the Board, and auditor's report for the January
1, 2014 - December 31, 2014, fiscal year 

7                    Verification of the financial statements and the
consolidated financial statements 

8                   Resolution on the distribution of the profit shown on the
balance sheet and the payment of dividends 

The Board proposes to the Annual General Meeting that no dividend be paid for
the January 1, 2014 - December 31, 2014, fiscal year. The Board also proposes
that the loss for the fiscal year be left in the profit and loss account. 

9                    Resolution on the discharge of the Board members and the
CEO from liability 

10                  Resolution on the remuneration of the Board members

The Board proposes to the Annual General Meeting that the elected Board members
shall receive the following fees as annual compensation: 36,000 euros to the
chairman of the Board, 30,000 euros to the deputy chairman of the Board and
22,000 euros to each ordinary Board member. 

11                  Resolution on the number of Board members

12                  Election of Board members

13                  Resolution on the remuneration of the auditor

The Board proposes that the remuneration of the auditor be paid according to
the invoice. 

14                  Election of the auditor

The Board proposes that the Annual General Meeting elect as the auditor, to
serve until the end of the following Annual General Meeting, the company's
current auditor, public auditing firm Ernst & Young Oy, which has declared that
it intends to appoint Erkka Talvinko, CPA, as chief auditor. 

15                  Authorization of the Board of Directors to decide on an
issue of shares as well as options and other special rights entitling to shares 

The Board proposes that the Annual General Meeting authorize the Board to
decide on an issue of new shares as well as option rights and other special
rights entitling to shares referred to in Chapter 10 Section 1 of the Finnish
Companies Act in one or several lots. The number of new shares issued would be
no more than 10,000,000, including shares to be issued based on the special
rights. 

The authorization entitles the Board to decide on all the terms of the share
issue and of the issue of special rights, including the right to deviate from
the shareholders' subscription privilege. 

The authorization is proposed to be in effect until May 31, 2016, unless the
General Meeting amends or cancels the authorization before that. The
authorization does not replace the authorization granted by the Annual General
Meeting on April 15, 2014. 

16                  Closing of the meeting



B                   ANNUAL GENERAL MEETING DOCUMENTS

The aforementioned draft resolutions, which are on the agenda of the Annual
General Meeting, and this summons to the Annual General Meeting will be
available on Vaahto Group Plc Oyj's Web site at www.vaahto.fi. Vaahto Group Plc
Oyj's annual report, including the company's financial statements, consolidated
financial statements, review by the Board, and auditor's report, will be made
available for inspection at the company's head office in Lahti and on the
aforementioned Web site no later than on March 24, 2015. The draft resolutions
and the financial statement documents will be available also at the Annual
General Meeting, and copies of the draft resolutions and this summons will be
sent to the shareholders upon request. The minutes of the Annual General
Meeting will be available for inspection on the aforementioned Web site as of
April 28, 2015. 



C                   INSTRUCRTIONS FOR PARTICIPANTS IN THE MEETING

1                    The right to participate and registration

Every shareholder who on March 31, 2015, is registered as a shareholder in the
list of shareholders kept by Euroclear Finland Ltd. has the right to
participate in the Annual General Meeting. Every shareholder whose shares have
been registered in his or her personal book-entry account is registered in the
company's share register. 

All shareholders who wish to participate in the Annual General Meeting must
register no later than on April 9, 2015, before 16:00. One may register for the
Annual General Meeting in any of the following ways: 

  1. by placing a telephone call to +358 400 613 896;
  2. by e-mail to address leena.junninen@vaahto.fi; or
  3. by sending a letter to the address Vaahto Group Plc Oy, P.O. Box 5,
     FI-15141 Lahti, Finland. Registration by letter must arrive before the
     registration deadline mentioned above.

The registration must include the name, identity code, address, and telephone
number of the shareholder, as well as the name of the possible assistant.
Information disclosed by the shareholders to Vaahto Group Plc Oyj will be used
solely in connection with the Annual General Meeting and related, necessary
registrations. 

In accordance with Chapter 5, Section 25 of the Companies Act, a shareholder
attending the Annual General Meeting has the right to ask questions about the
matters to be addressed at the meeting. 

2                    Use of a representative and proxy

Shareholders may participate in the Annual General Meeting and exercise their
rights there by proxy. The shareholders' representatives must present a dated
proxy form, or they must show in some other reliable manner that they are
entitled to represent the shareholder. 

If a shareholder has shares in multiple book-entry accounts, that shareholder
may participate in the Annual General Meeting by means of more than one proxy
such that the representatives represent the shareholder with different shares
in the book-entry accounts. In this case, the shares on whose basis each
representative represents the shareholder must be declared upon registration. 

We request that you submit any proxy forms, as originals, to the address Vaahto
Group Plc Oyj, P.O. Box 5, FI-15141 Lahti, Finland, before the end of the
registration period. 

3                    Owners of nominee-registered shares

Any shareholders whose shares are nominee-registered and who wish to
participate in the Annual General Meeting must register temporarily in the
company's share register for participation in the Annual General Meeting. The
owner of a nominee-registered share may participate in the Annual General
Meeting if he or she is registered in the share register on the basis of share
ownership on the Annual General Meeting's record date, March 31, 2015.
Notification concerning temporary registration must be made no later than on
April 9, 2015, before 10:00. The registration of the owner of a
nominee-registered share in the company's share register for temporary
registration is regarded as registration for the Annual General Meeting. Owners
of nominee-registered shares are requested to ask their asset manager for the
necessary instructions for registration in the share register, issuing of
proxies, and registration for the Annual General Meeting. 

4                    Other information

On the date of the summons, March 20, 2015, the company has, in total,
5,977,360 shares, conferring, in total, 5,977,360 votes. In addition, the
company has on February 15, 2015 decided to issue 10,000,000 new shares, which
have not yet been registered with the Trade Register. 

In Lahti, on March 20, 2015



VAAHTO GROUP PLC OYJ

Board of Directors






         Further information:
         Reijo Järvinen, Chariman of the Board, Vaahto Group Plc Oyj,  +358 400
715 968 
         Toivo Karppanen, CEO, Vaahto Group Plc Oyj,  +358 40 500 1957