Trainer's House Oyj - Notice to general meeting

NOTICE TO THE ANNUAL GENERAL MEETING

TRAINERS' HOUSE PLC      STOCK EXCHANGE RELEASE      2 MARCH 2010 AT 9:45

Notice is given to the shareholders of Trainers' House Corporation to the
Annual General Meeting to be held on Thursday 25 March 2010 at 12:00 a.m. at
Scandic Hotel Simonkenttä, Simonkatu 9, 00100 Helsinki. The reception of
persons who have registered for the meeting will commence at 11:30 a.m. 
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 2009 

-Review by the CEO                                                      

7. Adoption of the financial statements 

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

The Board of Directors proposes to the Annual General Meeting that no dividend
will be paid from the financial year 2009 and that the loss of the fiscal year
shown by the parent company be transferred to the Company's profit and loss
account. 

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 37,23 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 four (4). 

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

Shareholders representing 37,23 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 EUR 3500  and members EUR
1500 per month. 

12. Election of members of the Board of Directors 

Shareholders representing 37,23 per cent of the votes of the Company have
informed that they will propose to the Annual General Meeting that the present
members of the Board of Directors Aarne Aktan, Tarja Jussila, Kai Seikku and
Matti Vikkula be re-elected for a further term. 

13. Resolution on the remuneration of the Auditor 

The Board of Directors proposes that to the Annual General Meeting that the
auditor to be elected be reimbursed according to invoice approved by the
Company. 

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. Resolution on the Option Programme

The Company has no valid Option Programme. The Board of Directors proposes to
the Annual General Meeting that the Annual General Meeting grants option rights
to the key persons of the Parent Company and its Subsidiary Companies. 

The maximum amount of the Option Rights issued is 5.000.000 and they entitle to
subscribe for a maximum number of 5.000.000 of the Company's shares. The Option
Rights of the Option Programme shall be entered into the book-entry system. 

The Option Rights shall be given free of charge. The maximum percentage of the
shares subscripted as a result of the Option Rights is 6,85 per cent of the
shares and the votes of the Company if new shares are issued in the
subscriptions. 

The subscription price of an Option Right share shall be based on the current
subscription price of a Trainer's House Corporation share in NASDAQ OMX
Helsinki Oy in March 2010 (2010A Options) and in March 2011 (2010B Options).
Subscription period for 2010A Option Rights is 1.9.2011-31.12.2012 and for
2010B Option Rights 1.9.2012-31.12.2013. 

16. Proposal amend the 7 and 8 §§ of the Articles of Association and resolution
on new 12 §. 

The Board of Directors proposes to the Annual General Meeting that 7 § of the
Articles of Association will be amended in its entirety as follows: “The notice
of a General Meeting shall be delivered to shareholders no earlier than three
(3) months and no later than three weeks (3) prior to the date of the Meeting
by publishing a notice on the website of the company, provided that the date of
the publication must be at least nine days prior the record date of the
Meeting.” Further, the Board of Directors proposes that 8 § of the Articles of
Association will be amended by removing its subsection 8 according to which the
Annual General Meeting decides in which papers the notice to the Meeting is to
be published. 

In addition, the Board of Directors proposes to the Annual General Meeting that
to the Articles of Association a new 12 § will be added, which in its entirety
shall be as follows: “The Annual General Meeting is to be held in the place
decided by the Board of Directors, which can be situated in Helsinki or Espoo.” 
17. Closing of the Meeting. 

B. Documents of the Annual General Meeting 

The above mentioned proposals of the Board of Directors, the annual report, the
report of the Board of Directors and the Auditor's report of Trainers' House
Corporation and this notice to the Annual General Meeting shall be available on
the website of Trainers' House Corporation, www.trainershouse.fi, 21 days 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. 
C. Instructions for the participants in the Annual General Meeting 

1. The right to participate and registration 

Each shareholder, who is registered on 15 March 2010 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 no later than 22 March 2010 at 12:00 a.m. by giving a
prior notice of participation. Such notice can be given by mail to Trainers'
House Corporation, Vladimira Belik, Niittymäentie 7, 02200 Espoo or by
telephone to +358 50 376 1431 or by e-mail to vladimira.belik@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 Corporation will
only be used in connection with the Annual 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 Annual 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 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 attachement) or
regular mail address before the last date for registration. 

3. Holders of nominee registered shares                                      

A holder of nominee registered shares is advised to request, without delay,
their custodian bank for the necessary instructions regarding registration in
the company's register of shareholders, the issuing of proxy documents and
registration for the Annual General Meeting. The account operator of the
custodian bank will register the holder of nominee registered shares wishing to
attend the Meeting for temporary registration in the company's shareholder
register by no later than 22 March 2010 at 10:00. 

4. Other instructions and information 
At the date of this notice the total number of shares and votes conveyed by
these shares in Trainers' House Corporation is 68.016.704. 
Helsinki 2 March 2010 

TRAINERS' HOUSE CORPORATION 
THE BOARD OF DIRECTORS

Attachments:

trainers house_yhtiökokouskutsu_english.pdf