Vacon - Notice to general meeting

Notice to the Annual General Meeting

Vacon Plc, Stock Exchange Release, 27 February 2014 at 9.30 a.m. (EET)

Notice is given to the shareholders of Vacon Plc to the Annual General Meeting
to be held on Thursday, 27 March 2014 at 3.00 p.m. at 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 2.00 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 2013

- 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

Upon the recommendation of the Audit Committee, the Board of Directors proposes
that a dividend of EUR 1.30 per share be paid from the Company's profit in
2013. The dividend shall be paid to shareholders who on the dividend record date
1 April 2014 are registered as shareholders in the Company's shareholders'
register held by Euroclear Finland Ltd. The Board of Directors proposes that the
dividend is paid on 8 April 2014.

9. Resolution on the discharge of the members of the Board of Directors and the
President & CEO from liability

10. Resolution on the remuneration of the members of the Board of Directors

Upon the recommendation of the Nomination and Remuneration Committee, the Board
of Directors proposes that the members of the Board of Directors to be elected
be paid a basic fee of EUR 1,500 a month, and an additional fee of maximum EUR
3,000 a month, for the term of office ending at the close of the Annual General
Meeting 2015. The additional fee is determined based on the development of the
Group's revenues and operating profit for the fiscal year 2014. 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. In addition, the
proposed remuneration for attendance at meetings of the Board of Directors'
permanent committees is EUR 500 per meeting for each member of the committee.

The travel expenses of the members of the Board of Directors are proposed to be
compensated in accordance with the Company's Travel Policy.

11. Establishment of a Shareholders' Nomination Board

The Board of Directors proposes that the Annual General Meeting resolves to
establish for an indefinite period a Shareholders' Nomination Board to prepare
proposals to the Annual General Meeting for the election and remuneration of the
members of the Board of Directors and the remuneration of the members of the
Nomination Board. In addition, the Board of Directors proposes the adoption of
the Charter of the Shareholders' Nomination Board.

According to the proposal, the Nomination Board comprises representatives of the
four largest shareholders of the Company and, in addition, of the Chairman of
the Company's Board of Directors. The right to nominate the shareholder
representatives lies with those four shareholders whose share of all the voting
rights in the Company is on 31 August preceding the next Annual General Meeting
the largest on the basis of the shareholders' register of the Company held by
Euroclear Finland Ltd.

If a shareholder who has distributed his/her holdings e.g. into several funds
and has an obligation under the Finnish Securities Markets Act to take these
holdings into account when disclosing changes in share of ownership makes a
written request to such effect to the Chairman of the Board of Directors no
later than on August 30, such shareholder's holdings in several funds or
registers will be combined when calculating the share of votes which determines
the nomination right.

Further, holdings by a group of shareholders, who have agreed to nominate a
joint representative to the Nomination Board, will be summed up when calculating
the share of all the voting rights, provided that the shareholders in question
present a joint written request to that effect together with a copy of such an
agreement to the Chairman of the Company's Board of Directors no later than on
30 August preceding the Annual General Meeting. Should a shareholder not wish to
use its nomination right, the right transfers to the next largest shareholder
who would otherwise not have a nomination right.

The Chairman of the Board of Directors convenes the first meeting of the
Nomination Board and acts as a chairman of the Nomination Board until the
Nomination Board has elected a chairman from among its members. The Nomination
Board shall submit its proposals to the Board of Directors annually, latest on
31 January preceding the next Annual General Meeting.

12. Resolution on the number of members of the Board of Directors

Upon the recommendation of the Nomination and Remuneration Committee, the Board
of Directors proposes that the number of members of the Board of Directors be
seven (7).

13. Election of the members of the Board of Directors

Upon the recommendation of the Nomination and Remuneration Committee, the Board
of Directors proposes that Pekka Ahlqvist, Jari Eklund, Jan Inborr, Juha Kytölä,
Panu Routila and Riitta Viitala be re-elected to the Board of Directors for the
term of office ending at the close of the Annual General Meeting 2015. Mika
Vehviläinen, the current Vice Chairman of the Board of Directors, has informed
that he is no longer available for re-election at the Annual General Meeting
2014. As recommended by the Nomination and Remuneration Committee, the Board of
Directors proposes that Jari Koskinen be elected as a new member of the Board of
Directors for the term of office ending at the close of the Annual General
Meeting 2015.

All the nominees have given their consent to the position and have stated as
their intention, should they be elected, to elect Panu Routila Chairman and Jari
Eklund Vice Chairman of the Board, as recommended by the Nomination and
Remuneration Committee. With the exception of Jari Koskinen, all the proposed
persons are considered independent of the Company and, with the exception of
Panu Routila, also of the significant shareholders of the Company.

Further information on the nominees is available on the website of the Company
(www.vacon.com).

The proposal of the Board of Directors is supported by shareholders representing
more than 10 percent of the votes in the Company.

14. Resolution on the remuneration of the Auditor

Upon the recommendation of the Audit Committee, the Board of Directors proposes
that the remuneration for the Auditor to be elected be paid according to the
Auditor's reasonable invoice as accepted by the Company.

15. Resolution on the number of Auditors and the election of the Auditor

Upon the recommendation of the Audit Committee, the Board of Directors proposes
that the number of Auditors be one (1).

Upon the recommendation of the Audit Committee, the Board of Directors
furthermore proposes to the General Meeting that PricewaterhouseCoopers Oy, who
has informed that Markku Katajisto (APA) will act as responsible auditor, be re-
elected Auditor of the Company for the term of office ending at the close of the
Annual General Meeting 2015.

16. Share split, i.e. increasing the number of shares through a share issue
without payment

The Board of Directors proposes that the number of shares in the Company be
increased by issuing new shares to the shareholders without payment in
proportion to their holdings so that one (1) share will be given for each
existing share. Based on the number of the shares on the date of this notice, a
total of 15,295,000 new shares will be issued, so that after the share issue,
there will be a total of 30,590,000 shares.

The share issue will be implemented in the book-entry system and does not
require measures by the shareholders. The shareholders, who are registered in
the Company's shareholder register on the record date for the share issue, 1
April 2014, are entitled to shares. The new shares shall be registered
approximately on 1 April 2014, and shall generate shareholder rights as of said
registration. The new shares are planned to be admitted to public trading and
entered into the book-entry system on 2 April 2014. Said new shares will not
entitle their holders to the dividend to be decided in the Annual General
Meeting for the fiscal year 2013.

17. 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
in one or more installments as follows:

The number of own shares to be repurchased shall not exceed 1,400,000 shares,
which corresponds to appr. 9.2 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 10 percent of all the shares in the
Company.

Own shares can be repurchased by the Company at a price formed in public trading
on the date of the repurchase or otherwise at a price formed on the market. The
rules and guidelines of NASDAQ OMX Helsinki Oy and Euroclear Finland Ltd shall
be followed in the repurchase.

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 2015. The authorization cancels the
authorization given by the General Meeting on 26 March 2013 to decide on the
repurchase of the Company's own shares.

If the Annual General Meeting approves the share issue without payment (split)
in agenda item 16 above, the maximum number of own shares which can be
repurchased on the basis of this authorization shall be increased and the
authorization shall apply to a maximum of 2,800,000 own shares.

18. 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 the issuance of shares as follows:

The number of shares to be issued shall not exceed 1,529,500 shares, which
corresponds to 10 percent of all the shares in the Company.

The Board of Directors shall be authorized to decide on all conditions for the
issuance of shares. The shares can be issued as a directed issuance of shares.
The authorization includes also the right for the Board of Directors to sell or
otherwise dispose of the Company's own shares held by the Company or its
subsidiaries. The authorization is effective until 27 March 2019, and cancels
the authorization given by the General Meeting on 26 March 2013, to decide on
the issuance of shares.

If the Annual General Meeting approves the share issue without payment (split)
in agenda item 16 above, the maximum number of shares which can be issued shall
increase and the authorization shall apply to a maximum of 3,059,000 shares.

19. Authorizing the Board of Directors to decide on donations

The Board of Directors proposes to the General Meeting that the Board of
Directors be authorized to decide on donations amounting to EUR 30,000 in total
as a maximum.  Such donations may be given in one or more installments. The
Board of Directors will, at its discretion, decide upon receivers of donations,
amounts and conditions of such donations. The authorization is effective until
the close of the next Annual General Meeting.

20. Closing of the meeting

B. DOCUMENTS OF THE GENERAL MEETING

The aforesaid proposals relating to 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 of Vacon Plc including the annual accounts, the report of the Board of
Directors and the Auditor's report is available on said website no later than on
5 March 2014. The proposals for decisions and the annual accounts are also
available at the General 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 same website as from 10 April 2014 at the latest.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

1. The right to participate and registration

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, 17
March 2014, 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 wishes to participate in the General Meeting, shall register for the meeting
by giving a prior notice of participation. Such notice has to be received by the
Company no later than on 24 March 2014, at 10.00 a.m. and can be given:

a) on the Company's website at www.vacon.com/agm2014);
b) by telephone +358 40 8371 278; or
c) by regular mail to the address Vacon Plc, Maija Suutarinen, Runsorintie
7, 65380 Vaasa, Finland.

In connection with the registration, a shareholder shall state 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 such 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 are requested
to register to the address 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 for the General Meeting, i.e. on 17 March 2014, 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 24 March 2014 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 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 well in advance. 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 also 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 book-entry 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 the address Vacon
Plc, Maija Suutarinen, Runsorintie 7, 65380 Vaasa, Finland before the end of the
registration period.

4. Other 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, the total number of shares in
Vacon Plc is 15,295,000, the total number of votes in Vacon Plc is 15,295,000
and the Company holds 51,837 own shares, which do not have any voting rights at
the General Meeting and which do not entitle to receive dividend.

Vantaa, 26 February 2014

VACON PLC

THE BOARD OF DIRECTORS

ATTACHMENT: CHARTER OF VACON PLC'S SHAREHOLDERS' NOMINATION BOARD

Further information:

  * Vesa Laisi, President and CEO, Vacon Plc, phone +358 (0)40 8371 510, email
    vesa.laisi(at)vacon.com
  * Sebastian Linko, Director, Corporate Communications and Investor Relations,
    Vacon Plc, phone +358 (0)40 8371 634, email sebastian.linko(at)vacon.com

Vacon in brief

Vacon is driven by a passion to develop, manufacture and sell the best AC drives
and inverters in the world - and provide customers with efficient product
lifecycle services. Our AC drives offer optimum process control and energy
efficiency for electric motors. Vacon inverters play a key role when energy is
produced from renewable sources. Vacon has production and R&D facilities in
Europe, Asia and North America, and sales offices in 30 countries. Further,
Vacon has sales representatives and service partners in nearly 90 countries. In
2013, Vacon's revenues amounted to EUR 403.0 million, and the company employed
globally approximately 1,600 people. The shares of Vacon Plc (VAC1V) are quoted
on the main list of the Helsinki stock exchange (NASDAQ OMX Helsinki).

Driven by Drives, www.vacon.com

Distribution:

NASDAQ OMX Helsinki
Financial Supervisory Authority
Main media


[HUG#1765087]

Attachments:

CHARTER OF VACON PLC S SHAREHOLDERS NOMINATION BOARD.pdf