Vaisala - Notice to general meeting

Notice of the Annual General Meeting

Vaisala Oyj           Stock exchange release           6.2.2013 at 3 p.m. (EET)

Notice is given to the shareholders of Vaisala Corporation of the Annual General
Meeting to be held on Tuesday, March 26, 2013 at 6 p.m. at Vaisala Corporation's
head office, Vanha Nurmijärventie 21, 01670 Vantaa. The reception of persons who
have registered for the meeting will commence at 5:15 p.m.

A. Matters on the agenda of the Annual General Meeting

At the Annual General Meeting, the following matters will be considered:

1. Opening of the Meeting

2. Matters of order for the Meeting

3. Election of the persons to confirm the minutes and to verify the counting of
votes

4. Recording the legal convening of the Meeting

5. Recording the attendance at the Meeting and adoption of the list of votes

6. Presentation of the annual accounts, the review by the Board of Directors and
the auditor's report for the year 2012

    Review by the CEO  & President

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 Annual General Meeting a dividend of EUR
0.90 per share for the fiscal year 2012. The dividend would be paid to
shareholders registered in the Register of Shareholders held by Euroclear
Finland Ltd on the record date of the dividend distribution, April 2, 2013. The
Board of Directors proposes that the dividend will be paid on April 9, 2013.

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

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

The Board of Directors proposes to the Annual General Meeting that the annual
fee payable to the Board members elected at the same meeting for a term until
the close of the Annual General Meeting in 2014 will be: the Chairman of the
Board of Directors EUR 45,000 and each Board member EUR 35,000 per year.

The Board of Directors proposes to the Annual General Meeting that the
compensation for the Chairman of the Audit Committee would be EUR 1,500 per
attended meeting and EUR 1,000 for each member of the Audit Committee for a term
until the close of the Annual General Meeting in 2014.

The Board of Directors proposes to the Annual General Meeting that the
compensation for the Chairman and each member of the Remuneration Committee and
any other committee established by the Board of Directors would be EUR 1,000 per
attended meeting for a term until the close of the Annual General Meeting in
2014.

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

Shareholders representing more than 10% of all the votes in the company have
announced their intention to propose to the Annual General Meeting, that the
number of Board members be six.  The proposal for the number of the Board
members is integrally related to the proposal by the same shareholders for the
election of the members of the Board of Directors as presented in section 12
below.

12. Election of members of the Board of Directors

The terms of office of Board members Yrjö Neuvo and Maija Torkko will end at the
Annual General Meeting. Shareholders representing more than 10% of all the votes
in the company have announced their intention to propose to the Annual General
Meeting, that Yrjö Neuvo and Maija Torkko are re-elected.

13. Resolution on the remuneration of the Auditor
The Board of Directors proposes to the Annual General Meeting that the Auditors
be reimbursed according to their reasonable invoice.

14. Election of Auditor

The Board of Directors proposes to the Annual General Meeting that
PricewaterhouseCoopers Oy be re-elected as the auditor of the Company for the
fiscal year 2013. PricewaterhouseCoopers Oy has informed that APA Hannu Pellinen
will act as the auditor with the principal responsibility.

The proposed person and the auditor have given their consent to the re-election.

15. Proposal by the Board of Directors to decrease the share premium fund and
distribution of funds to the shareholders as a return of capital

The Board of Directors proposes to the Annual General Meeting that it would
decide to decrease the share premium fund presented in the Company's balance
sheet on December 31, 2012 by EUR 22,306,293.52 by transferring all the funds in
the share premium fund into the invested non-restricted equity fund. The Board
of Directors further proposes that of the funds transferred into the invested
non-restricted equity funds EUR 1.23 per share would be distributed to the
shareholders as a return of capital, which, at the date of the invitation,
equals to approximately EUR 22.2 million return of capital.

Decreasing the share premium fund must be notified to the Finnish National Board
of Patents and Registration for registration. Before decreasing the share
premium fund the Finnish National Board of Patents and Registration shall
publish a public summons to the creditors of the Company. The Company shall
apply for the public summons to be given without delay after the Annual General
Meeting. The Board of Directors expects that the due day set in the public
summons, after which the decrease can be implemented, will be approximately in
July 2013. The Board of Director proposes that it would be authorized to decide
on the record date for the distribution of funds and the payment date as soon as
possible after the due date for the public summons. The distribution of funds is
expected to take place approximately in August 2013. The return of capital is
paid to a shareholder, who is registered on record date decided by the Board of
Directors in the Register of Shareholders of the Company held by Euroclear
Finland Ltd.

The reasoning of the proposal is to return the capital that exceeds the needs of
the Company's business to the shareholders, which improves efficiency of the use
of Company's capital without risking Company's equity ratio or liquidity.

16. Proposal by the Board of Directors for authorizing the Board of Directors to
decide on the directed acquisition of own A-shares

The  Board of Directors proposes that the General Meeting authorize the Board of
Directors  to decide on the directed acquisition  of a maximum of 150,000 of the
Company's  own A-shares in one  or more instalments with  funds belonging to the
Company's unrestricted equity.

The   shares  shall  be  acquired  in  a  proportion  other  than  that  of  the
shareholders' current shareholdings in the Company in public trading arranged by
NASDAQ  OMX Helsinki Ltd at  the market price on  the moment of acquisition. The
shares  shall be acquired and paid according to the rules of NASDAQ OMX Helsinki
Ltd and Euroclear Finland Ltd. The Board of Directors is authorized to decide on
the acquisition of own shares in all other respects.

It  is proposed that  the authorization is  valid until the  closing of the next
Annual   General  Meeting,  however,  no  longer  than  September  26, 2014. The
authorization  replaces the  previous authorization  for directed acquisition of
own A-shares granted by the Annual General Meeting on March 28, 2012.

17. Proposal by the Board of Directors for authorizing the Board of Directors to
decide on the transfer of the Company's own shares

The  Board of Directors proposes that the General Meeting authorize the Board of
Directors to decide on the transfer of the Company's own shares as follows.

The  authorization concerns only A-shares held by the Company. The authorization
is  limited to a  maximum of 309,150 shares,  which corresponds to approximately
2.1 per cent of all A-shares in the Company and to approximately 1.7 per cent of
all shares in the Company.

The   transfer  of  own  shares  may  be  carried  out  in  deviation  from  the
shareholders'  pre-emptive rights  (directed issue).  The authorization entitles
the  transfer of shares that are held by the Company as a directed issue without
payment  as  part  of  the  Company's  share  based incentive plan. The Board of
Directors  can also  use this  authorization to  grant special  rights entitling
subscription  of the  Company's own  shares that  are held  by the  Company. The
subscription  price of the shares can instead of cash also be paid in full or in
part as contribution in kind.

The  Board of Directors decides  on all other conditions  of the transfer of own
shares.
It  is  proposed  that  the  authorization  is  valid  until March 26, 2018. The
authorization  replaces the previous authorization for transferring own A-shares
granted by the Annual General Meeting on March 28, 2012.

18. Proposal by the Board of Directors for authorizing the Board of Directors to
decide on donations

The Board of Directors proposes that the Annual General Meeting authorize the
Board of Directors to decide on donations of maximum EUR 250,000. The donations
may be granted in one or several payments. The Board of Directors decides on the
related payments.

It  is proposed that  the authorization is  valid until the  close of the Annual
General Meeting in 2014.

19. Closing of the Meeting


B. Documents of the Annual General Meeting
The proposals of the Board of Directors relating to the agenda of the Annual
General Meeting, this notice and Company's annual accounts, the review by the
Board of Directors and the Auditor's report are on view on Vaisala Corporation's
website at www.vaisala.com/investors. The proposals of the Board of Directors
and the annual accounts will also be available on view at the Annual General
Meeting at Corporation's head office in Vantaa, Vanha Nurmijärventie 21. Copies
of these documents and of this notice will be sent to shareholders upon request.


C. Instructions for the participants in the Annual General Meeting

1. Right to attend and registration

Each shareholder, who is registered on March 14, 2013 in the Register of
Shareholders held by Euroclear Finland Ltd, has the right to participate in the
Annual General Meeting. A shareholder, whose shares are registered on his/her
Finnish book-entry account, is registered in the Register of Shareholders of the
Company.

A shareholder, who wishes to participate in the Annual General Meeting, may
register for the Meeting by giving a prior notice of participation no later than
on March 21, 2013 at 10:00 a.m. (Finnish time).

A prior notice of participation can be given:
a) through Vaisala's website at www.vaisala.com/investors
b) by email to paivi.aaltonen@vaisala.com
c) by telephone to +358 9 8949 2201 during working days between 9 a.m. and 11
a.m. (Finnish time).

In connection with the registration, a shareholder is expected to notify his/her
name, personal identification number, address, telephone number, the name of a
possible assistant and the name and the personal identification number of a
possible proxy representative. The personal data given to Vaisala Corporation
will be used only in connection with the Annual General Meeting and with the
processing of related registrations.

2. Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise his/her
rights at the Meeting by proxy. 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 Annual General Meeting. Should a shareholder
participate in the meeting by means of several proxy representatives
representing the shareholder with shares in different book-entry accounts, the
shares by which each proxy representative represents the shareholder shall be
identified in connection with the registration for the Annual General Meeting.
Possible proxy documents should be delivered in originals to Vaisala Oyj, Päivi
Aaltonen, PL 26, 00421 Helsinki or by email to paivi.aaltonen@vaisala.com before
the last date for registration.

3. Holders of nominee registered shares

A holder of nominee registered shares is advised without delay to request from
his/her custodian bank necessary instructions regarding the registration in the
Register of Shareholders of the Company, issuing of proxy documents and
registration for the Annual General Meeting. The account management organization
of the custodian bank will register a holder of nominee registered shares, who
wants to participate in the Annual General Meeting, to be entered in the
temporary Register of Shareholder of the Company at the latest on March
23, 2012 at 10:00 a.m. (Finnish time).

4. Other instructions and information

On the date of this notice of the Annual General Meeting, February 6, 2013, the
total number of shares in Vaisala Corporation is 18 218 364 shares constituted
of 3 389 351 class K-shares and 14 829 013 class A-shares. Each class K-share
entitles its holder to twenty (20) votes and each class A-share entitles its
holder to one (1) vote. The total number of votes is 82 616 033 of which K-
shares represent 67 787 020 votes and A-shares represent 14 829 013 votes.


Vantaa, February 6, 2013

Vaisala Corporation
Board of Directors


Additional information
Kaarina Muurinen, CFO
gsm +358 40 577 5066
Vaisala Oyj

Distribution:
NASDAQ OMX Helsinki
Key media
www.vaisala.com

[HUG#1676010]