Vaahto Group Plc Oyj - Articles of association

AMENDMENTS TO VAAHTO GROUP PLC OYJ'S ARTICLES OF ASSOCIATION ENTERED IN THE TRADE REGISTER

VAAHTO GROUP PLC OYJ STOCK EXCHANGE RELEASE 28.01.2010 at 11.00

AMENDMENTS TO VAAHTO GROUP PLC OYJ'S ARTICLES OF ASSOCIATION ENTERED IN THE
TRADE REGISTER 

Amendments to Vaahto Group Plc Oyj's Articles of Association, as decided by the
Annual General Meeting of December 16, 2009, have been registered in the
Finnish Trade Register on January 27, 2010 as stated in the Articles of
Association attached. Articles of Association are amended due to the changes in
Companies Act and technical reasons. 

Lahti January 28,2010

VAAHTO GROUP PLC OYJ

Anssi Klinga
President (CEO)

ANNEX 1.

THE ARTICLES OF ASSOCIATION OF VAAHTO GROUP PLC OYJ

Article 1 The business name of the company is Vaahto Group Plc Oyj, and its
domicile is Hollola. 

Article 2 The company's line of business is the metal industry and trade in
metal industry products in Finland and abroad. As part of its line of business,
the company also attends to the administration and financing of companies
belonging to Vaahto Group. The company also handles the organization,
financing, accounting, office services, and purchasing and sales functions of
Group companies as well as other administration services for the Group. The
company may acquire patents and other rights on behalf of the Group and provide
consulting services; own and control real estate and shares in real-estate
corporations; carry out renting and other leasing operations; and invest its
assets in stocks, securities, and other money market instruments. The company
may carry out the operations mentioned above either directly or through
subsidiaries and affiliated companies. 

Article 3 The company's minimum capital is 2,800,000 euros and maximum capital
11,200,000 euros. Within these limits the capital stock may be increased or
decreased without amendment to the Articles of Association. 

The nominal value of each share is one euro.

The company may have class-A shares and class-K shares. There are at minimum
1,400,000 and at maximum 8,400,000 class-A shares, and there is a maximum of
2,800,000 class-K shares. 

Each class-A share entitles the holder to one vote at shareholders' meetings,
and each class-K share entitles the holder to 20 votes. Shares of the two
classes confer the right to equal dividends. 

When the capital stock is increased, either shares of both classes or only
class-A shares may be issued. 

If, in an increase of the capital stock, shares of both classes are issued,
holders of class-A shares shall have a preferential subscription right to
class-A shares and holders of class-K shares to class-K shares. However,
holders of class-A shares shall have a secondary subscription right to the
class-K shares issued and holders of class-K shares, correspondingly, shall
have a secondary subscription right to those class-A shares that have not been
subscribed to on the basis of the primary subscription right. 

If, in an increase of the capital stock, only class-A share are issued, holders
of both classes of shares shall have a preferential subscription right to the
new shares. 

If the company is dissolved through a merger or for some other reason, holders
of class-A and class-K shares shall, regardless of the fair values calculated
on the basis of prices paid in public trading, have an identical and equal
right to the merger compensation or other compensation paid as a consequence of
the dissolution. 

A class-K share may be converted into a class-A share at the shareholder's
demand or, where administratively registered shares are concerned, at the
demand of the asset manager listed in the book-entry register, if such
conversion can be done within the framework of the minimum and maximum numbers
for the share classes. 

Any conversion-related written demand addressed to the company must state the
number of shares to be converted and the book-entry account where the
book-entry securities corresponding to the shares have been registered. 

The company shall report any changes following the conversion and related to
the share class numbers to the trade register. 

A demand for share conversion can be submitted at any time except after the
Board of Directors has decided to convene a shareholder meeting. Any demand
made between said decision and the shareholders' meeting following it shall be
deemed to have arrived, and will be heard, after the shareholder meeting and
any ensuing balancing date. 

A demand concerning conversion can be canceled until the notification of
conversion has been entered in the trade register. 

A class-K share shall be converted into a class-A share after the entry in the
trade register has been made. 

If necessary, the Board of Directors shall provide more detailed instructions
on implementation of the conversion. 

Article 4 The company's shares belong to the book-entry system.

Article 5 The company has a Board of Directors that comprises no fewer than
three and no more than six members. The term of a Board member ends at the end
of the first full Annual General Meeting after the election. 

The chairman and vice-chairman of the Board are selected by the Board from
among its members. The company's CEO cannot be chairman of the Board. 

Article 6 The company has a CEO, selected by the Board of Directors. 

Article 7 The company is represented by the chairman of the Board of Directors
and the CEO, both of them together with a Board member. 

The Board decides on issuance and cancellation of procurations. Procurations
can be issued such that a holder of procuration represents the company alone or
jointly with another holder of procuration or a Board member. 

Article 8 The company has one auditor, which must be an auditing firm certified
by the Central Chamber of Commerce of Finland. 

The auditor's term covers the fiscal year during which the election was held,
and the duty ends at the end of the first full Annual General Meeting after
said election. 

Article 9 The company's fiscal year ends on September 1 and ends on August 31.

Article 10 According to the Board's decision, an Annual General Meeting can be
held at the company's domicile, or in Helsinki or Lahti. 
A summons to an Annual General Meeting shall be published no earlier than three
months and no later than three weeks before the meeting, yet always taking into
account the stipulations of the Companies Act concerning the summons dates, on
the company's Web site and in any other manner determined by the Board of
Directors. 

In order to be able to participate in the Annual General Meeting, a shareholder
must register for this within the time mentioned in the summons, which must end
no sooner than 10 days before the meeting. 

Article 11 The Annual General Meeting must be held no more than six months
after the end of the fiscal year. 

At the Annual General Meeting,

the following documents must be presented:
1. the financial statements, the consolidated financial statements, and the
annual report 
2. the auditor's report

decisions on the following must be made:
3. verification of the financial statements and the consolidated financial
statements 
4. disposal of the profit shown on the balance sheet
5. discharge of the Board members and the CEO from liability 
6. the fees of the Board members and the auditor
7. the number of the Board members

the following officers must be elected:
8. the members of the Board
9. the auditor