2009-02-27 16:00:00 CET

2009-02-27 16:00:02 CET


REGULATED INFORMATION

English Finnish
Trainer's House Oyj - Notice to general meeting

NOTICE TO CONVENE ANNUAL GENERAL MEETING


TRAINERS' HOUSE PLC  STOCK EXCHANGE RELEASE  27 FEBRUARY 2009 AT 17.00

Shareholders of Trainers' House Plc are invited to participate in the Annual
General Meeting (AGM) on 24 March 2009 at 1.00 PM in the company's head office
at Porkkalankatu 11, 00180 Helsinki. 

In addition to the matters set out in the companies act and the articles of
association, the Annual General Meeting will address the following proposals by
the Board of Directors: 

THE PROPOSAL OF THE BOARD OF DIRECTORS REGARDING THE AUTHORIZATIONS TO THE
BOARD OF DIRECTORS TO DECIDE ON SHARE ISSUE INCLUDING THE CONVEYANCE OF OWN
SHARES, AND ISSUE OF SPECIAL RIGHTS 

The Board of Directors proposes to the Annual General Meeting that it would
decide on the authorizations to the Board of Directors regarding share issue
and issue of special rights on the terms set forth below.
Based on the authorization the Board of Directors has a right to decide on a
share issue which may be either liable to charge or free of charge, including
issuing of new shares and the conveyance of own shares possibly in the
company's possession. 

Based on the authorization the Board of Directors has a right to decide on an
issue of option rights and other special rights which entitle, against payment
to receive new shares or shares possibly in possession of the company. 

Based on the aforesaid authorizations regarding share issue and/or issue of
special rights, either in one or in several occasions, a maximum of 13,000,000
new shares may be issued and/or own shares possessed by the company may be
conveyed, which corresponds to approximately 19.11 per cent of the issued and
outstanding shares of the company. 

The authorizations shall remain in force until June 30, 2010.  
The Board of Directors is otherwise authorized to decide on all the terms
regarding the share issue and the issue of special rights, including the right
to also decide on a directed share issue and a directed issue of special
rights. Shareholders' pre-emptive subscription rights can be deviated from
providing that there is a significant financial reason for the company to do
so. 

THE PROPOSAL OF THE BOARD OF DIRECTORS REGARDING THE AUTHORIZATIONS TO THE
BOARD OF DIRECTORS TO DECIDE ON ACQUISITION OF OWN SHARES 

The Board of Directors proposes to the Annual General Meeting that it would
decide on an authorization to the Board of Directors regarding acquisition of
the Company's own shares on the terms set forth below. 

Based on the authorization the Board of Directors has a right to decide on
acquisition of own shares. The shares could be acquired for the value decided
by the Board of Directors which value is based on the fair value at the time of
the acquisition formed in the public trading. Own shares may be only acquired
with free equity. 

Based on the authorization, either in one or in several occasions, a maximum of
6,500,000 own shares, which corresponds to approximately 9.56 per cent of the
issued and outstanding shares of the company, may be acquired.
The authorization shall remain in force until June 30, 2010.  
The Board of Directors is otherwise authorized to decide on all the conditions
regarding the acquisition of own shares including the manner of acquisition of
shares. The authorization does not exclude the right of the Board of Directors
to also decide on a directed acquisition of own shares providing that there is
a significant financial reason for the company to do so. 

DISTRIBUTION OF DIVIDEND 
The Board of Directors proposes that a dividend of EUR 0.05 per share be paid
for the financial year ended on 31 December 2008. The dividend will be paid to
shareholders registered in the shareholders' register maintained by the
Euroclear Finland Ltd. on the record date for dividend payment on
27 March 2009. The Board of Directors proposes the dividend be paid on 3 April
2009. 

DOCUMENTS                  
Copies of documents concerning the financial statements, as well as the Board
of Directors proposals and attachments are displayed to shareholders from 11
March 2009 at the company's head office, Porkkalankatu 11, 00180 Helsinki.
Copies of the documents will be sent to shareholders upon request. 

RIGHT TO PARTICIPATE 
 A shareholder wishing to participate in the AGM must be registered as a
shareholder on March 13, 2009 at the shareholder register of the company,
maintained by Euroclear Finland Oy. A holder of nominee registered shares, who
wants to participate in the AGM, must be entered into the shareholders'
register of the Company on the AGM record date 13 March 2009. A holder of
nominee registered shares is advised to request necessary instructions
regarding the registration in the shareholders' register of the Company, the
issuing of proxy documents and registration for the AGM from his/her custodian
bank. 

REGISTRATION
A shareholder wishing to participate in the AGM must register his/her
participation at the company's head office latest on 20 March 2009 by 12.00 noon
either by writing to: Trainers' House Plc, Hanna Härmä, Porkkalankatu 11, 00180
Helsinki, by phone: +358(0)50-3752625 or by e-mail:
hanna.harma@trainershouse.fi. The letter must have been received before the
registration period ends. Possible powers of attorney should be delivered in
conjunction with the registration. 

PROPOSAL CONCERNING THE MEMBERS OF THE BOARD OF DIRECTORS AND THE AUDITOR 
Shareholders of Trainers' House Plc with over 39% share of the vote have
proposed that the number of Board of Directors members will be ratified at 4
and that Aarne Aktan, Tarja Jussila, Kai Seikku and Matti Vikkula will be
selected as members of the Board of Directors. 

The remuneration of the Chairman is proposed to be decreased to EUR 3.500 per
month and the remuneration for the members of the Board to be decreased to EUR
1.500 per month. 

Furthermore, it is proposed that the authorized public accountants Ernst &
Young will be chosen as the company's auditors. 

Helsinki, February 27, 2009  
TRAINERS' HOUSE PLC
The Board of Directors 

For more information, please contact:
Jari Sarasvuo, CEO, tel. +358 (0)500 665 666
Mirkka Vikström, CFO, tel. +358 (0)50 376 1115

DISTRIBUTION:
OMX Nordic Exchange Helsinki
Prominent media sources
www.trainershouse.fi - Investors