Tiimari Oyj Abp - Notice to convene extr.general meeting

CORRECTION RELEASE: Tiimari Plc: SUMMONS TO THE EXTRAORDINARY MEETING OF TIIMARI PLC'S SHAREHOLDERS

Tiimari Plc                 Stock exchange release  June 10, 2011 at 12.58


CORRECTION RELEASE: Tiimari Plc: SUMMONS TO THE EXTRAORDINARY MEETING OF
TIIMARI PLC'S SHAREHOLDERS 


In Tiimari Plc's stock exchange release published 10 June 2011 at 10.31, it was
stated as follows: 

Each shareholder, who is registered on 21 June 2011 in the shareholders'
register of the Company held by Euroclear Finland Ltd., has the right to
participate in the Extraordinary Meeting of Shareholders. 
...
A holder of nominee registered shares has the right to participate in the
Extraordinary Meeting of Shareholders by virtue of such shares, based on which
he/she on the record date of the Extraordinary Meeting of Shareholders, i.e. on
21 June 2011, would be entitled to be registered in the shareholders' register
of the Company held by Euroclear Finland Ltd. 

The date 21 June 2011 is wrong in both of the above sentences. The right date
is 20 June 2011. Please find corrected release below. 


SUMMONS TO THE EXTRAORDINARY MEETING OF TIIMARI PLC'S SHAREHOLDERS


The shareholders of Tiimari Plc are summoned to the Extraordinary Meeting of
Shareholders to be held on 1 July 2011 at the Hilton Strand Hakaniemi Hotel at
John Stenbergin Ranta 4, 00530 Helsinki starting at 09:00 am. The reception of
persons who have registered for the meeting and distribution of the voting
tickets will commence at 08:00 am. 


A. Matters on the agenda of the Extraordinary Meeting of Shareholders


1. Opening of the meeting


2. Calling the meeting to order


3. Election of the 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. Review by the CEO and presentation of the Company's Re-financing Plan


7. Authorization of the Board of Directors to decide on the issuances of new
shares 

The Board of Directors proposes that the Extraordinary Meeting of Shareholders
would authorize the Board of Directors to decide on the issuance of at maximum
428,969,771 new shares by two share emissions. The proposed authorization
corresponds to approximately 2,600 percent of all outstanding Company shares at
the date of this notice to the Extraordinary Meeting of Shareholders. The
authorization is proposed to be used for the strengthening of the Company's
balance sheet and financial position and for ensuring the continuance of the
Company's business, and it is proposed to cover the following share emissions
relating to the Company's Re-financing Plan (“Emissions”): 

  1. a Rights Issue based on shareholders' pre-emptive right of subscription, in
     which a maximum of 164,747,550 new shares would be offered for subscription
     at the subscription price of EUR 0.09 per share,
  2. a directed share issue, in which a maximum of 264,222,221 new shares would
     be offered for the subscription of the lenders of (i) Company's convertible
     capital loans issued on 19 October 2009 and 30 December 2010 amounting to
     EUR 7,98 million, (ii) Company's debenture loan maturing at 9 October 2014
     and amounting to EUR 11 million and (iii) Company's financial institution
     loans and credits amounting to at maximum EUR 4,8 million, at the
     subscription price of EUR 0.09 per share and under a condition that the
     subscribers pay their subscriptions by setting-off their respective loan
     receivables from the Company.

The authorization is proposed to provide the Board of Directors a right to
decide on all other terms and conditions for the Emissions. The authorization
would also provide the Board of Directors with a right to decide on a directed
share issue and, thus, issue new shares in deviation of the pre-emptive
subscription rights of the shareholders subject to applicable laws. The
authorization is proposed to be valid until 31 December 2011. 

The authorization proposal of the Board of Directors relates to the Company's
Re-Financing Plan published by the Company's stock exchange release dated 10
June 2011. The stock exchange release is also available on Company's internet
website at www.tiimari.com. 


8. Resolution on the election of the Board Members

The Nomination and Remuneration Committee of the Board of Directors proposes to
the Extraordinary Meeting of Shareholders that Benedict Wrede and Mia Åberg
would be elected, in addition to the current Board Members Hannu Ryöppönen,
Juha Mikkonen and Alexander Rosenlew, to the Board of Directors of the Company.
Current Board Members Sven-Olof Kulldorff and Sissi Silván would not continue
as Members of the Board. Further information of the proposed new Board Members
is provided on Company's internet website at www.tiimari.com (Extraordinary
Meeting of Shareholders 1 July 2011). The decision regarding the composition of
the Board and election of the new Board Members would be conditional to the
granting by the Extraordinary Meeting of Shareholders of the authorization to
the Board of Directors to decide on the Emissions as described in Section 7 and
for the completion of the Emissions by 31st October 2011. The new composition
of the Board and the term of the new Board Members would become effective on
the same date the shares issued in the Emissions are registered to the Trade
Register. 


9. Closing of the Meeting


B. Documents of the Extraordinary Meeting of Shareholders


The proposals of the Board of Directors and its committees relating to the
agenda of the Extraordinary Meeting of Shareholders, Tiimari Plc's annual
accounts, report of the Board of Directors and the auditor's report regarding
year 2010, Company's interim accounts from the period of 1 January to 31 May
2011 and the Board of Directors' report on the significant events after the
date of the interim accounts, the Company's stock exchange release related to
the Re-financing Plan as well as this summons are available on Tiimari Plc's
website at www.tiimari.com at the latest 21 days prior to the meeting. These
documents are also available at the meeting and copies thereof will be sent to
shareholders upon request. 


C. Instructions for the participants in the Extraordinary meeting of
Shareholders 


1. The right to participate and registration

Each shareholder, who is registered on 20 June 2011 in the shareholders'
register of the Company held by Euroclear Finland Ltd., has the right to
participate in the Extraordinary Meeting of Shareholders. 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 wishes to participate in the Extraordinary Meeting of
Shareholders, must register to the meeting no later than 28 June 2011 by 16:00
by giving a prior notice of participation, which must be received by the
Company no later than on the above-mentioned date and time. Such notice can be
made in writing to the address Tiimari Plc / Extraordinary Meeting of
Shareholders 1 July 2011, Tasetie 8, 01510 Vantaa, Finland, by e-mail to the
address tiimari.yhtiokokous@yhteyspalvelut.elisa.fi or by telephone during
workdays Monday - Friday between 08.00 - 16.00 hours to the number +358 800
92205/registration to the Extraordinary Meeting of Shareholders. 

In connection with the registration, a shareholder must notify his/her name,
personal identification / Business identification number, address, telephone
number, the name of a possible assistant or proxy representative and the
personal identification number of the proxy representative. The personal data
given to the Company shall be used only in connection with the Extraordinary
Meeting of Shareholders and with the processing of related registrations. The
shareholder and his/her proxy representative must be able to give proof of
his/her identity and demonstrate his/her right to represent the shareholder at
the Extraordinary Meeting of Shareholders. 


2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the
Extraordinary Meeting of Shareholders by virtue of such shares, based on which
he/she on the record date of the Extraordinary Meeting of Shareholders, i.e. on
20 June 2011, would be entitled to be registered in the shareholders' register
of the Company held by Euroclear Finland Ltd. The right to participate in the
Meeting requires, in addition, that the shareholder on the basis of such shares
has been registered in the temporary shareholders' register held by Euroclear
Finland Ltd at the latest on 28 June 2011 by 10:00 a.m. As regards nominee
registered shares this constitutes due registration for the Extraordinary
Meeting of Shareholders. 

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the temporary
shareholders' register of the Company, the issuing of proxy documents and
registration for the Extraordinary Meeting of Shareholders from his/her
custodian bank. The account management organization of the custodian bank has
to register a holder of nominee registered shares, who wishes to participate in
the Extraordinary Meeting of Shareholders, in the temporary shareholders'
register of the Company at the latest by the time stated above. 


3. Proxy representative and powers of attorney

A shareholder may participate in the Extraordinary Meeting of Shareholders and
exercise his/her rights at the meeting 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 Annual
General Meeting. If a shareholder participates in the Extraordinary Meeting of
Shareholders 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 Extraordinary Meeting of Shareholders.
Possible proxy documents should be delivered in originals to Tiimari
Plc/Extraordinary Meeting of Shareholders 1 July 2011, Tasetie 8, 01510 Vantaa,
Finland before the end of the registration period. 


4. Other information

Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder
who is present at the Extraordinary Meeting of Shareholders has the right to
request information with respect to the matters to be considered at the
meeting. 

On the date of this summons to the Extraordinary Meeting of Shareholders, the
total number of shares and votes in Tiimari Plc is 16,474,755. 


Helsinki 10 June 2011

TIIMARI PLC
The Board of Directors