PKC Group Oyj - Notice to general meeting

NOTICE TO THE GENERAL MEETING

PKC Group Oyj                   Company Announcement             9 March 2012  
       9.00 a.m. 



NOTICE TO THE GENERAL MEETING



Notice is given to the shareholders of PKC Group Oyj to the annual general
meeting to be held on 4 April 2012 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 2011 

- 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 56.8 million, of which the
net profit for the financial year is EUR 0.2 million negative. The Board of
Directors will propose to the Annual General Meeting to be held on 4 April 2012
that a dividend of EUR 0.60 per share be paid for a total of EUR 12.7 million
and that the remainder of the distributable funds be transferred to
shareholders' equity. The record date for the dividend payout is 11 April 2012
and the payment date is 18 April 2012. In the view of the Board of Directors,
the proposed dividend payout will not put the company's liquidity at risk. 



9. Resolution on the discharge of the members of the Board of Directors and the
CEO 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 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 Annual General Meeting
2013 be the following: Chairman EUR 60,000, Vice Chairman EUR 45,000 and other
Board members EUR 30,000 and, additionally, attendance fee as follows: Chairman
EUR 1,200 per meeting, other Board members EUR 800 per meeting as well as the
travel and accommodation expenses related to the board meetings, 

the chairman and members of the audit committee be paid an additional annual
remuneration of EUR 5,000. 

No remuneration shall be payable for the decision minutes drafted without
holding a meeting nor for Nomination Committee work. 

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 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 Committee's proposal, that
Outi Lampela, Matti Ruotsala and Jyrki Tähtinen shall be re-elected as Board
members and Andres Allikmäe (b. 1957) CEO of AS Harju Elekter, Shemaya Levy (b.
1947), board professional, Robert Remenar (b. 1955) President & CEO of Nexteer
Automotive, Harri Suutari (b. 1959), current President & CEO of PKC Group Oyj
shall be elected new Board member. The proposed new Board members are 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. Proposal by the Board of Directors to the general meeting of shareholders
concerning the issue of stock options 

 The Board of Directors proposes that the General Meeting of Shareholders would
decide on the issue stock options to the key personnel of the PKC Group on the
terms and conditions attached hereto. 

 The Company has a weighty financial reason for the issue of stock options,
since the stock options are intended to form part of the incentive and
commitment program for the key personnel. The purpose of the stock options is
to encourage the key personnel to work on a long-term basis to increase
shareholder value. The purpose of the stock options is also to commit the key
personnel to the PKC Group. 

 The maximum total number of stock options issued will be 1,020,000 and they
will be issued free of charge. The stock options are marked with the symbols
2012A (i and ii), 2012B (i and ii) and 2012C (i and ii). A total of 170,000
stock options are included in each stock option class. The stock options
entitle their owners to subscribe for a maximum total of 1,020,000 new shares
in the Company or existing shares held by the Company. The stock options now
issued may be exchanged for shares constituting a maximum total of 4.6% of all
of the Company's shares and of all of the votes of the shares, after the
potential share subscription, if new shares are issued in the share
subscription. 

 The share subscription period for stock options 2012A, will be 1 April 2015—30
April 2017, for stock options 2012B, 1 April 2016—30 April 2018, and for stock
options 2012C, 1 April 2017—30 April 2019. 

The share subscription price will be the trade volume weighted average
quotation of the share on NASDAQ OMX Helsinki Ltd during 1 January—31 March
2012 (stock options 2012A), during 1 January—31 March 2013 (stock options
2012B), and during 1 January—31 March 2014 (stock options 2012C). In case the
above-mentioned trade volume weighted average quotation of the share is lower
than the shareholders' equity per share in the consolidated financial
statements preceding the period of determination of the share subscription
price, the Board of Directors will be entitled to decide that the shareholders'
equity per share in the preceding consolidated financial statements will be
used as the share subscription price. The share subscription price will be
credited to the reserve for invested unrestricted equity. 

 The Board of Directors will decide on the distribution of stock options
annually. The beginning of the share subscription period with the stock options
2012A(ii), 2012B(ii) and 2012C(ii) requires attainment of certain operational
or financial targets of the Group established for the exercise of stock options
and determined by the Board of Directors. Those stock options, for which the
targets have not been attained, will expire. The Board of Directors will
annually decide on targets separately for each stock option class in connection
with the distribution of stock options. 

 The prerequisite for the distribution of stock options is that the recipient
of the stock options undertakes to acquire or subscribe for the Company's
shares with 20 per cent of the gross stock option income gained from the
exercised stock options, and to hold such shares for at least two years. The
Company's President and CEO must hold such shares as long as his service
contract is in force. 



15. Proposal by the Board of Directors to the general meeting of shareholders
concerning the amendment of the Articles of Association 

 The Board of Directors proposes that the Annual General Meeting amends the 1§
of the Articles of Association so that PKC Group Plc shall be defined to be the
company's name in English and that Helsinki be changed to be the company's
domicile instead of Kempele; 9§ so that the invitation to the General Meeting
be published on the Company's Internet pages no more than three (3) months and
no less than three (3) weeks prior to the meeting instead of no more than two
(2) months and no less than seventeen (17) days prior to the meeting by an
announcement published in one newspaper circulated in Helsinki and one
newspaper circulated in Oulu; 10§ so that he meeting shall be held at Company's
domicile. 



1 § Name and Domicile of the Company

The name of the Company is PKC Group Oyj, in English PKC Group Plc, and its
domicile Helsinki. 



9 § Invitation to the General Meeting

Invitation to the General Meeting shall be published on the Company's Internet
pages no more than three (3) months and no less than three (3) weeks prior to
the meeting. In order to be entitled to participate in the General Meeting the
shareholder shall confirm his/her attendance to the Company at the latest the
date mentioned in the invitation, which date may not be earlier than ten (10)
days prior to the meeting. 



10 § Annual General Meeting

The Annual General Meeting shall be held annually before the end of June on the
date decided by the Board of Directors at Company's domicile. 



At the Annual General Meeting



shall be presented

1. the financial statements, the consolidated financial statements and report
by the Board of Directors 

2. the auditor's report



shall be resolved

3. the confirmation of the financial statements and the consolidated financial
statements 

4. the use of the profit shown in the balance sheet

5. absolution of accountability to members of the board and to the managing
director 

6. the remuneration and the ground for compensation of travelling expenses of
board members and the auditor 

7. the number of the board members and auditors



shall be elected

8. the board members

9. the auditors



Articles of Association attached hereto in full.



16. 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 2012. 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 12 April 2012. 

  C. Instructions for the participants in the general meeting

  1. The right to participate and registration

 Each shareholder, who is registered on 23 March 2012 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 30 March 2012 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 sanna.raatikainen@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 Oyj, Sanna Raatikainen, 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 Oyj, Sanna Raatikainen, P.O. Box 174, FI-90401 Oulu, 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 23 March 2012, 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 30 March 2012 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 30 March 2012 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 Oyj is 21,155,966. 



 Kempele, 9 March 2012



PKC Group Oyj

Board of Directors



Harri Suutari

President & CEO





ATTACHMENTS

Terms and Conditions of the Stock Options 2012

Articles of Association





DISTRIBUTION



NASDAQ OMX

Main media

www.pkcgroup.com





The PKC Group offers design and contract manufacturing services for wiring
systems and electronics. 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 2011 totalled EUR 550.2 million. PKC Group Oyj is
listed on NASDAQ OMX Helsinki Ltd.

Attachments:

PKC-YK120404 kutsu e. liite Stock option terms.pdf

PKC-YK120404 kutsu e liite Articles of Association.pdf