Trainer's House Oyj - Notice to general meeting

NOTICE TO THE ANNUAL GENERAL MEETING

Espoo, 2016-03-01 15:00 CET (GLOBE NEWSWIRE) -- TRAINERS' HOUSE PLC, NOTICE TO
THE ANNUAL GENERAL MEETING, 1 MARCH 2016 AT 16:00 

Notice is given to the shareholders of Trainers' House Plc to the Annual
General Meeting to be held on Wednesday 23 March 2016 at 12:00 at the office of
the company, Innopoli 2 Tekniikantie 14, 02150 Espoo. The reception of persons
who have registered for the meeting will commence at 11:45. 

A. Matters on the agenda of the Annual General Meeting

At the Annual General Meeting, the following matters will be considered:

1. Opening of the Meeting

2. Calling the Meeting to order

3. Election of persons to scrutinise 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 year 2015 and review by the CEO 

7. Adoption of the financial statements

8. Resolution on the use of the profit shown on the balance sheet and on
decreasing the funds 

The Board of Directors proposes to the Annual General Meeting that no dividend
will be paid from the financial year 2015 and that the profit of the financial
year shown by the annual accounts of the parent company will be transferred to
the company's profit and loss account. 

The Board of Directors proposes to the Annual General Meeting that in order to
cover the losses of the company, the share premium reserve will be decreased by
EUR 494,539.16 and the invested unrestricted equity fund will be decreased by
EUR 36,461,365.15 in order to clarify the balance sheet of the company. After
the decrease, both of the funds would be used in full. 

After all the proposed measures, the accumulated profit of the company would be
EUR ‑1,512,503.58 added with the profit from the financial year 2015 EUR
604,019.85 i.e. a total of EUR ‑908,483.73. 

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

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

Shareholders representing approximately 45.8 per cent of the votes of the
company have informed that they will propose to the Annual General Meeting that
the number of Board members is to be three (3). 

11. Resolution on the remuneration of the members of the Board of Directors

Shareholders representing approximately 45.8 per cent of the votes of the
company have informed that they will propose to the Annual General Meeting that
the remuneration payable to the members of the Board of Directors remain
unchanged, and that the Chairman of the Board receives a fee of 3,500 euro and
members 1,500 euro per month. 

12. Election of members of the Board of Directors

Shareholders representing approximately 45.8 per cent of the votes of the
company have informed that they will propose to the Annual General Meeting that
Aarne Aktan, Jari Sarasvuo, and Jarmo Hyökyvaara will be elected to the Board
of Directors. 

13. Resolution on the remuneration of the Auditor

The Board of Directors proposes that the auditor be reimbursed according to a
reasonable invoice from the auditor. 

14. Election of Auditor

The Board of Directors proposes to the Annual General Meeting that Ernst &
Young Ltd. be re-elected as the company's auditor. 

15. Proposal by the Board of Directors for authorization of the Board of
Directors to decide on issuing of shares and issuing of other special rights 

The Board of Directors proposes that the Annual General Meeting authorizes the
Board of Directors to decide on issuing of shares and issuing of other special
rights entitling to shares, in one or more tranches as follows: 

The authorization entitles the Board of Directors to decide upon the issuing of
a maximum of 13,000,000 shares. The authorisation also includes the right to
decide upon issuing of shares to the company itself, however so that after the
issuance the maximum amount of the shares owned by the company itself can be
1/10 of all the shares of the company. 

The Board of Directors shall decide upon all of the terms regarding the issuing
of shares and issuing of other special rights entitling to shares in accordance
with Chapter 10 Section 1 of the Finnish Limited Liability Companies Act. The
issuing of shares and other special rights in accordance with Chapter 10
Section 1 of the Finnish Limited Liability Companies Act can deviate from the
shareholders’ pre-emptive rights (directed share issue). 

The authorization will reverse the previous authorisations regarding issuing of
shares and other special rights entitling to shares. The authorisation will be
valid until 30 June 2019. 

16. Closing of the Meeting

B. Documents of the Annual General Meeting

The above mentioned proposals of the Board of Directors, the annual report of
Trainers' House Plc, the report of the Board of Directors and the Auditor's
report and this notice to the Annual General Meeting shall be available on the
website of Trainers' House Plc, www.trainershouse.fi, three weeks prior to the
Meeting at the latest. These documents and this notice shall be available also
in the Annual General Meeting and copies of these documents and of this notice
will be sent to shareholders upon request. The minutes of the Annual General
Meeting shall be available on the aforementioned website from the 6 April 2016
at the latest. 

C. Instructions for the participants in the Annual General Meeting

1. The right to participate and registration

Each shareholder, who is registered on the record date of the Annual General
Meeting 11 March 2016 in the shareholders' register of the company held by
Euroclear Finland Ltd., has the right to participate in the Annual 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 wants to participate in the Annual General Meeting, shall
register for the Meeting by giving a prior notice of participation no later
than 18 March 2016 at 16:00, the time at which the notice shall be at the
company. Such notice can be given by mail to Trainers' House Plc, Arja
Kokkarinen, Tekniikantie 14, 02150 Espoo or by telephone to +358 (0)400 911 388
or by e-mail to arja.kokkarinen@trainershouse.fi. 

Registration must include the shareholder's 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. Personal information given to Trainers' House Plc will only be
used in connection with the Annual General Meeting and with the processing of
related registrations. 

2. Proxy representative and powers of attorney

A shareholder may participate in the Annual 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 Annual
General Meeting. When a shareholder participates in the Annual 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 Annual General Meeting. Possible proxy documents
should be delivered to the above mentioned e-mail (e.g. as pdf attachment) or
regular mail address 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
Annual General Meeting by virtue of such shares, based on which he/she on the
record date of the Annual General Meeting i.e. on 11 March 2016 would be
entitled to be registered in the shareholders' register of the company held by
Euroclear Finland Ltd. 

The right to participate in the Annual General Meeting requires, in addition,
that the shareholder on the basis of such shares has been temporarily
registered in the shareholders' register held by Euroclear Finland Ltd, at the
latest by 10:00 on 18 March 2016. As regards nominee registered shares this
constitutes due registration for the Annual General Meeting. 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 Annual
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 Annual General Meeting, into the
temporary shareholders' register of the company at the latest by the time
stated above. 

4. Other instructions and information

A shareholder who is participating in the Annual General Meeting has the right
to request information under Chapter 5, Section 25 of the Limited Liability
Companies Act concerning matters dealt with in the Meeting. 

At the date of this notice the total number of shares and votes conveyed by the
shares in Trainers’ House Plc is 106,737,062. The company has one (1) share
class and each share carries one (1) vote. 


1 March 2016

TRAINERS' HOUSE PLC
THE BOARD OF DIRECTORS

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