Vacon - Notice to general meeting

Notice to the Annual General Meeting

Vacon Plc, Stock Exchange Release, 25 February 2013 at 1.45 pm (EET)

Notice is given to the shareholders of Vacon Plc to the Annual General Meeting
to be held on Tuesday, March 26, 2013 at 3.00 p.m. at Vaasan Ylioppilastalo
(Domus Bothnica) at the address Yliopistonranta 5, 65200 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 2012

- 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 1.10 per share be paid from the profit in 2012. The
dividend shall be paid to shareholders who on the dividend record date April
2, 2013, are recorded in the shareholders' register of the Company held by
Euroclear Finland Ltd. The Board of Directors proposes that the dividend is paid
on April 9, 2013.

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 Remuneration and Nomination 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 2014. The additional fee is determined based on the development of the
Group's revenues and operating profit for the fiscal year 2013. 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.

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

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

12. Election of members of the Board of Directors

Upon the recommendation of the Remuneration and Nomination Committee, the Board
of Directors proposes that Pekka Ahlqvist, Jari Eklund, Jan Inborr, Juha Kytölä,
Panu Routila, Mika Vehviläinen 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 2014.

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 Mika
Vehviläinen Vice Chairman of the Board, as recommended by the Remuneration and
Nomination Committee. Jan Inborr, the current Chairman, has informed that he is
no longer available for re-election as Chairman for the next term. 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.

13. 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 invoicing.

14. 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.

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 2014.

15. 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 June 30, 2014. The authorization cancels
the authorization given by the General Meeting on March 27, 2012 to decide on
the repurchase of the Company's own shares.

16. 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 March 26, 2018, and cancels
the authorization given by the General Meeting on March 27, 2012, to decide on
the issuance of shares.

17. 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 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.

18. 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
March 5, 2013. 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 April 9, 2013, 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, March
14, 2013, 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 March 21, 2013, at 10.00 a.m and can be given:

a) on the Company's website at www.vacon.com/agm2013 (as from 10.00 a.m. on
February 26, 2013);
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 of the General Meeting, i.e. on March 14, 2013, 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 March 21, 2013 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 shares and the total number of votes in Vacon Plc is
15,295,000 votes. The Company holds 83,227 own shares, which do not have any
voting rights at the General Meeting.

Vantaa, February 25, 2013

VACON PLC

THE BOARD OF DIRECTORS

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 29 countries. Further,
Vacon has sales representatives and service partners in nearly 90 countries. In
2012, Vacon's revenues amounted to EUR 388.4 million, and the company employed
globally approximately 1,500 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




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