Trainer's House Oyj - Notice to general meeting

NOTICE TO THE ANNUAL GENERAL MEETING

Espoo, 2012-02-28 15:00 CET (GLOBE NEWSWIRE) -- TRAINERS' HOUSE PLC, NOTICE TO
THE ANNUAL GENERAL MEETING, 28 FEBRUARY 2012 AT 16:00 

Notice is given to the shareholders of Trainers' House Plc to the Annual
General Meeting to be held on Wednesday 21 March 2012 at 12:00 a.m. at the
office of the company, Niittymäentie 7, 02200 Espoo. 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 2011 

-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 the
decrease of the share premium fund to cover incurred losses 

The Board of Directors proposes to the Annual General Meeting that no dividend
will be paid from the financial year 2011 and that the loss of the fiscal year
shown by the parent company be transferred to the Company's profit and loss
account. 

The Board of Directors proposes to the Annual General Meeting that the
Company's share premium fund be decreased by 8,865,877.29 euro to cover the
Company's losses. The Company's share premium fund before the proposed decrease
in order to cover the losses is 14,221,515.28 euro. After the proposed decrease
the share premium fund would be 5,355,637.99 euro. 

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 45.2 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 five (5). 

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

Shareholders representing approximately 45.2 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 3,500 and
members EUR 1,500 per month. 

12. Election of members of the Board of Directors

Shareholders representing approximately 45.2 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, Jarmo Hyökyvaara,
Tarja Jussila, Jari Sarasvuo and Kai Seikku be re-elected for a further term. 

13. Resolution on the remuneration of the Auditor

The Board of Directors proposes to the Annual General Meeting that the auditor
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 be re-elected as the Company's auditor. 

15. Resolution on the Option Programme

The Board of Directors proposes to the Annual General Meeting that the Annual
General Meeting decides on option rights to be granted to the key persons of
the Company and its subsidiaries as a part of the Company's incentive programs.The main terms of the proposal are: 

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 maximum amount of the option rights is
5,000,000 and they entitle to subscribe for a maximum of 5,000,000 of new
shares in the Company or existing shares held by the Company. The share
subscription price will be entered into the invested non-restricted equity
fund. The option rights will be given free of charge. 

The Board of Directors will decide on the distribution of the stock options.
The share subscription price for shares subscribed with the stock options shall
be based on the volume-weighted average price of the Company's share in NASDAQ
OMX Helsinki Oy in March 2012. The share subscription period for 2012A option
rights is 1 September 2013- 31 December 2014 and for 2012B option rights 1
September 2014-31 December 2015. 

16. Authorisation of the Board of Directors to decide on the issuance of
shares, transfer of the Company's own shares as well as the issuance of special
rights entitling to shares 

The Board of Directors proposes to the Annual General Meeting that the Board of
Directors be authorised to decide on issuance of shares, transfer of the
Company's own shares and issuance of special rights entitling to shares in one
or more tranches as follows: 

The aggregate number of shares issued or transferred on the basis of the
authorisation may not exceed 13,000,000 shares. The authorization would also
entitle to decide on a share issue to the Company itself provided that after
such shares issue the number of own shares owned by the Company shall not
exceed on tenth (1/10) of all shares in the Company. 

The Board of Directors shall decide on all the terms and conditions of the
issuance of shares, the transfer of the Company's own shares, and the issuance
of special rights entitling to shares according to Chapter 10, section 1 of the
Finnish Companies Act. The authorisation concerns both the issuance of new
shares as well as the transfer of the Company's own shares. The issuance of
shares, the transfer of the Company's own shares and the issuance of special
rights entitling to shares according to Chapter 10 section 1 of the Finnish
Companies Act may be carried as a directed issue out in deviation from the
shareholders' pre-emptive rights. The authorisation is effective until 30 June
2015. 

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
Plc 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 at the aforementioned internet pages on 4 April 2012
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 9 March 2012 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 16 March 2012 at 10:00 a.m., by which time the registration must have
arrived to the Company. Such notice can be given by mail to Trainers' House
Plc, Johanna Kallio, Niittymäentie 7, 02200 Espoo or by telephone to +358 43
824 4850 or by e-mail to AGM2012@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 9 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 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 a.m. on 16 March 2012. 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 information

Pursuant to Chapter 5, Section 25 of the Companies 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. 

At the date of this notice the total number of shares and votes conveyed by
these shares in Trainers' House Plc is 68,016,704. The Company has only one
class of shares and each share conveys one vote. 


Helsinki 28 February 2012

TRAINERS' HOUSE PLC
THE BOARD OF DIRECTORS

Attachments:

Kutsu varsinaiseen yhtiokokoukseen ENG.pdf