PKC Group Oyj - Notice to general meeting

NOTICE TO THE ANNUAL GENERAL MEETING

PKC Group Plc      Company Announcement   11 March 2013  10.00 a.m.



NOTICE TO THE ANNUAL GENERAL MEETING



Notice is given to the shareholders of PKC Group Plc to the annual general
meeting to be held on 4 April 2013 at 1.00 p.m. in Helsinki, at Pörssitalo, at
the address: Fabianinkatu 14. The reception of persons who have registered for
the meeting and the distribution of voting tickets will commence at 12.00 a.m.
(noon). 





A. MATTERS ON THE AGENDA OF THE GENERAL MEETING



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 



The parent company's distributable funds are EUR 86.2 million, of which EUR
63.8 million is distributable as dividends, including the net profit for the
financial year EUR 42.0 million. The Board of Directors will propose to the
Annual General Meeting to be held on 4 April 2013 that a dividend of EUR 0.70
per share be paid for a total of EUR 15.1 million and that the remainder of the
distributable funds be transferred to shareholders' equity. The number of
shares may change due to share subscriptions registered before the record date.
The record date for the dividend pay-out is 9 April 2013 and the payment date
is 16 April 2013. In the view of the Board of Directors, the proposed dividend
pay-out will not put the company's liquidity at risk. 



9. Resolution on the discharge of the members of the Board of Directors and the
CEOS from liability 



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



The Board of Directors proposes, upon Nomination and Remuneration Committee's
proposal, that 

  -- the annual remuneration payable to the members of the Board of Directors to
     be elected for a term of office ending at the end of the next Annual
     General Meeting shall be the following: Chairman EUR 60,000, Vice Chairman
     EUR 45,000 and other Board members EUR 30,000;
  -- the chairmen of the board committees shall be paid an additional annual
     remuneration of EUR 10,000 and the other committee members EUR 5,000;
  -- the meeting fee for attending the board meetings shall be the following:
     Chairman EUR 1,200 per meeting, and other Board members EUR 800 per
     meeting. The meeting fees will be doubled in case Board member physically
     participates in a meeting held in a country, where Board member is not
     resident. No meeting fee shall be paid for the decision minutes drafted
     without holding a meeting nor for participating in committee meetings;
  -- in addition, the travel and accommodation expenses related to the board and
     committee meetings shall be paid.





The Board of Directors proposes, upon Audit Committee's proposal, that the
remuneration and travel expenses for the auditor to be elected be paid
according to the auditor's reasonable invoice. 



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



The Board of Directors proposes, upon Nomination and Remuneration Committee's
proposal, that seven members shall be elected to the Board of Directors and,
upon Audit Committee's proposal, that one authorised public accounting firm
shall be elected as auditor. 



12. Election of members of the Board of Directors



The Board of Directors proposes, upon Nomination and Remuneration Committee's
proposal, that Outi Lampela, Shemaya Levy, Robert Remenar, Matti Ruotsala,
Jyrki Tähtinen and Harri Suutari shall be re-elected as Board members and Mr
Wolfgang Dietz (b. 1953), Independent consultant in automotive and supplier
industry shall be elected new Board member The proposed new Board member is
presented in more detail on the company's website at www.pkcgroup.com. 



13. Election of auditor



The Board of Directors proposes, upon Audit Committee's proposal, that
authorised public accounting firm KPMG Oy Ab, which has announced Virpi
Halonen, APA, to be the Auditor with principal responsibility, shall be
selected as auditor. 



14. Closing of the meeting





B. DOCUMENTS OF THE GENERAL MEETING



The aforementioned proposals of the Board of Directors as well as this notice
are available on the company's website at www.pkcgroup.com. The company's
annual report, including the company's annual accounts, the report of the Board
of Directors and the auditor's report as well as the corporate governance
statement, is available on the website on 13 March 2013. The proposals of the
Board of Directors and the annual report 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 above-mentioned
website as from 15 April 2013. 





C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING



1. The right to participate and registration



Each shareholder, who is registered on 21 March 2013 in the shareholders'
register of the company held by Euroclear Finland Ltd., 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 and who wants to
participate in the general meeting, shall register for the meeting no later
than 28 March 2013 by 10.00 a.m. by giving a prior notice of participation.
Such notice can be given: 

a) on PKC's webpage www.pkcgroup.com

b) by e-mail general.meeting@pkcgroup.com

c) by telephone +358 (0)20 1752 110 from Monday to Friday 9 a.m. - 4 p.m.

d) by telefax +358 (0)20 1752 214 or

e) by regular mail to PKC Group Plc, Susanna Männikkö, P.O. Box 174, FI-90401
Oulu, 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 or proxy representative and the personal identification
number of a proxy representative. The personal data given is used only in
connection with the general meeting and with the processing of related
registrations. 



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 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
securities 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
PKC Group Plc, Sanna Raatikainen, Unioninkatu 20-22, FI-00130 Helsinki, Finland
before the last date for registration. 



3. 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 21 March 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 28 March 2013 by 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 without delay
necessary instructions regarding the registration in the shareholder's register
of the company, the issuing of proxy documents and registration for the general
meeting from his/her custodian bank. The account management organization of the
custodian bank will register a holder of nominee registered shares, who wants
to participate in the general meeting, to be temporarily entered into the
shareholders' register of the company at the latest on 28 March 2013 by 10.00
a.m. 



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
and votes in PKC Group Plc is 21,574,097. 





Helsinki, 11 March 2013



PKC Group Plc

Board of Directors



Matti Hyytiäinen

President & CEO





For additional information, contact:

Matti Hyytiäinen, President & CEO, PKC Group Plc, +358 400 710 968





DISTRIBUTION

NASDAQ OMX

Main media

www.pkcgroup.com





PKC Group is a global partner, designing, manufacturing and integrating
electrical distribution systems, electronics and related architecture
components for the commercial vehicle industry and other selected segments. The
Group has production facilities in Brazil, China, Estonia, Finland, Germany,
Ireland, Mexico, Poland, Russia, Ukraine and the USA. The Group's net sales in
2012 totalled EUR 928.2 million. PKC Group Plc is listed on NASDAQ OMX Helsinki
Ltd.