Vacon - Notice to general meeting

Notice to the Annual General Meeting

Vacon Plc, Stock exchange release, February 19, 2009 at 4 p.m.:

Notice is given to the shareholders of Vacon Plc to the annual
general meeting to be held on Wednesday 1 April 2009 at 3 p.m. at
Vacon Plc's headquarters at the address Runsorintie 7, 65380 Vaasa,
Finland. The reception of persons who have registered for the meeting
will commence at 2.30 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 2008

          - Overview of the CEO

7. Adoption of the annual accounts

8. Deciding on the use of the profit shown on the balance sheet and
the payment of dividend

The board of directors proposes to the general meeting that a
dividend of EUR 0.65 per share be paid from the distributable assets
of the parent company, in total EUR 9,875,572.20. The dividend shall
be paid to shareholders who on the record date 6 April 2009 are
recorded in the shareholders' register held by Euroclear Finland Ltd.
The dividend will be paid on 15 April 2009.

9. Deciding on the discharge of the members of the board of directors
and the CEO from liability

10. Deciding on the remuneration of the members of the board of
directors

The nomination and remuneration committee of the board of directors
proposes to the general meeting that the members of the board of
directors shall be paid a basic fee of EUR 1,250 a month and an
additional fee of maximum EUR 2,500 a month. The additional fee is
determined based on the development of the company's turnover and
operating profit for the fiscal year 2009. 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.

The nomination committee of the board of directors furthermore
proposes the travel expenses of the members of the board of directors
will be compensated in accordance with the company's traveling
compensation regulations.

11. Deciding on the number of members of the board of directors

The nomination and remuneration committee of the board of directors
proposes to the general meeting that the number of members of the
board of directors shall be seven (7).

12. Election of members of the board of directors

The nomination and remuneration committee of the board of directors
proposes  to the general meeting that Pekka Ahlqvist, Jari Eklund,
Mauri Holma, Jan Inborr, Veijo Karppinen and Riitta Viitala shall be
re-elected members of the board of directors for a term of office
ending at the end of the annual general meeting 2010. Kalle
Heikkinen, who served as Member of the Board since 2004, has informed
that he is no longer available for the position. The company
expresses its appreciation to Mr Heikkinen for his valuable
contribution during his period of service. The nomination and
remuneration committee of the board of directors proposes that Mika
Vehviläinen shall be elected new member of the board of directors.

The proposed new member of the board of directors, Mika Vehviläinen,
acts as Chief Operating Officer of Nokia Siemens Networks. He joined
Nokia in 1991 and has held several management positions in sales,
marketing, strategy and business development of Nokia's product
businesses in Asia, North America and Europe. Mr Vehviläinen was born
in 1961 and he holds a Master of Science (Economics) degree from the
Helsinki School of Economics and has completed an Advanced Management
Program (AMP) at the Harvard Business School. Mr Vehviläinen is a
board member of the Federation of Finnish Technology Industries.

All the proposed persons have given their consent to the duty.
Further information regarding the proposed members of the board of
directors is available on Vacon Plc's website www.vacon.com. The
proposal of the nomination and remuneration committee is also
supported by shareholders representing more than ten (10) percent of
the votes in the company.

13. Deciding on the remuneration of the auditor

The board of directors proposes to the general meeting that the
remuneration for the auditor to be elected will be paid against the
auditor's reasonable invoice.


14. Deciding on the number of auditors and election of auditor

The board of directors proposes to the general meeting that the
number of auditors shall be one (1).

The board of directors furthermore proposes that KPMG Oy Ab, with
Pekka Pajamo as responsible auditor, be re-elected auditor of the
company for a term of office ending at the end of the annual general
meeting 2010.

15. Proposal by the board of directors regarding amendment of the
articles of association

The board of directors proposes to the general meeting that section 8
of the articles of association of the company be amended so that
notice to the general meeting shall be given three (3) weeks prior to
the general meeting.

16. Authorizing the board of directors to decide on the repurchase of
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 as follows:

The amount of own shares to be repurchased shall not exceed 1,529,500
shares, which corresponds to ten (10) % 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. Shares can
be repurchased by the company at the market price prevailing at the
time of the repurchase through public trading.

The shares will be repurchased in deviation from the shareholders'
pre-emptive rights (directed repurchase of shares) as the repurchase
of shares in executed by purchasing shares through public trading.

Shares can be repurchased for the purpose of developing the capital
structure of the company, implementing incentive programs for the
company's key personnel, paying salaries or fees, financing potential
corporate acquisitions or other transactions or for such other
purposes as the board of directors decides. The board of directors
shall be authorized to decide on the manner and other conditions for
the repurchase of the company's own shares.

The authorization is effective eighteen (18) months as of the
decision of the general meeting. The authorization cancels the
authorization given by the general meeting on 26 March 2008 to decide
on the repurchase of the company's own shares.

17. Closing of the meeting


B. DOCUMENTS OF THE GENERAL MEETING

The proposals of the board of directors and its committee relating to
the agenda of the general meeting as well as this notice are
available on Vacon Plc's website at www.vacon.com. Vacon Plc's annual
report, including the annual accounts, the report of the board of
directors and the auditor's report, is available on the
abovementioned website on week 11. The proposals of the board of
directors and the annual accounts are also available at the 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 abovementioned website as of 15 April 2009 at the
latest.


C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

1.    The right to participate and registration

Each shareholder, who is registered on 22 March 2009 in the company's
shareholders' register held by Euroclear Finland Ltd., has the right
to participate in the general meeting. A shareholder, whose shares
are registered on his/her personal book-entry account, is registered
in the company's shareholders' register.

A shareholder, who wants to participate in the general meeting, shall
register for the meeting no later than 25 March 2009 by giving a
prior notice of participation. Such notice can be given:

a) by filling in the registration form on the company's website at
http://www.vacon.com/agm2009 ;
b) by e-mail to johanna.koskinen@vacon.com;
c) by telephone 0201 212 528;
d) by telefax 0201 212 208; or
e) by regular mail to Vacon Plc, Johanna Koskinen, Runsorintie 7,
65380 Vaasa, Finland.

In connection with the registration, a shareholder shall notify
his/her name, personal identification number, address, telephone
number and the name of a possible assistant. The personal data given
to Vacon Plc is used only in connection with the general meeting and
with the processing of related registrations.

Pursuant to chapter 5, section 25 of the Company's 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.

2.    Proxy representative and powers of attorney

A shareholder may participate in the general meeting and exercise
his/her rights at the meeting by way of proxy representation.

A proxy representative shall present a proxy document or in another
reliable manner demonstrate his/her right to represent the
shareholder at the general meeting.

Possible proxy documents should be delivered in originals to Vacon
Plc, Johanna Koskinen, Runsorintie 7, 65380 Vaasa, Finland before the
last date for registration.

3.    Holders of nominee registered shares

A holder of nominee registered shares, who wants to participate in
the general meeting, must be entered into the shareholders' register
of the company in accordance with the number of shares held by the
shareholder on the record date 22 March 2009 of the meeting.

A holder of nominee registered shares, who wants to participate in
the general meeting, is advised to request necessary instructions
regarding registration in the shareholder's register of the company,
issuing of proxy documents and registration for the general meeting
from his/her custodian bank.

4.    Other instructions and information

On the date of this notice to the general meeting 19 February 2009,
the total number of shares in Vacon Plc is 15,295,000 shares and the
total number of votes in Vacon Plc is 15,295,000 votes.

In Vaasa on 19 February 2009


VACON PLC

THE BOARD OF DIRECTORS


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