PKC Group Oyj - Decisions of general meeting

RESOLUTIONS OF PKC GROUP PLC’S ANNUAL GENERAL MEETING AND BOARD OF DIRECTORS

PKC Group Plc      Company Announcement  4 April 2012 3.00 p.m.

RESOLUTIONS OF PKC GROUP PLC'S ANNUAL GENERAL MEETING AND BOARD OF DIRECTORS


The Annual General Meeting of PKC Group Plc held on 4 April 2012 adopted the
annual accounts and resolved to pay a dividend of EUR 0.60 per share. The Board
members and the CEO were discharged from liability for 2011. The General
Meeting also resolved on the election and remuneration of the Board of
Directors and the Auditor in accordance with Board's proposals. Proposals by
the Board of Directors to amend the Articles of Association and to issue stock
options were accepted. 



DIVIDEND



The Annual General Meeting resolved to pay, in accordance with Board's
proposal, a dividend of EUR 0.60 per share. Dividend will be paid to
shareholders who on the record date on 11 April 2012 are registered as
shareholders in the Company's shareholders' register maintained by Euroclear
Finland Ltd. The payment date is 18 April 2012. 



DISCHARGE FROM LIABILITY



The Board members and the CEO were discharged from liability for 2011.



BOARD OF DIRECTORS AND AUDITOR



The Annual General Meeting resolved, in accordance with Board's proposal, to
confirm the number of Board members to be 7 and to re-elect Outi Lampela, Matti
Ruotsala and Jyrki Tähtinen as Board members and elect Andres Allikmäe, Shemaya
Levy, Robert Remenar and Harri Suutari as new Board members. 



Authorised public accounting firm KPMG Oy Ab, which has announced Virpi
Halonen, APA, to be the Auditor with principal responsibility, was selected as
auditor in accordance with Board's proposal. 



Board's and Auditor's fees were resolved to be paid in accordance with Board's
proposal. 



The Board's proposals have been published in their entirety in the notice to
the General Meeting published as stock exchange release. 



In the Board of Directors' organisation meeting Matti Ruotsala was appointed as
the Chairman and Harri Suutari as Vice-Chairman. The Board evaluated the
independence of its members and, according to evaluation, the majority of all
directors (5 members: Lampela, Levy, Remenar, Ruotsala and Tähtinen) are
independent of the company and of its significant shareholders. 



In the Board of Directors' organisation meeting Outi Lampela was elected as the
chairman of the Audit Committee and Andres Allikmäe, Shemaya Levy and Jyrki
Tähtinen as members. The Board decided to expand the duties of the Nomination
Committee and form it into Nomination and Remuneration Committee. The Board
also elected Matti Ruotsala as chairman of the Nomination and Remuneration
Committee and Robert Remenar and Harri Suutari as members. 



ISSUANCE OF STOCK OPTIONS



The General Meeting resolved, in accordance with the Board of Directors
proposal, to issue stock options to the key personnel of 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 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). 



The Board's proposal and stock option terms have been published in their
entirety in the notice to the General Meeting published as stock exchange
release. 



AMENDMENT OF ARTICLES OF ASSOCIATION



The General Meeting resolved, in accordance with the Board of Directors
proposal, to amend 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; 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; 10§ so that he
meeting shall be held at Company's domicile. 



The Board's proposal and Articles of Association have been published in their
entirety in the notice to the General Meeting published as stock exchange
release. 



DOCUMENTS



The documents of the General Meeting are available on the Company's website at
www.pkcgroup.com. The minutes of the meeting will be available on the
above-mentioned website as from 12 April 2012. 



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





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 Plc is
listed on NASDAQ OMX Helsinki Ltd.