eQ Oyj - Notice to general meeting

NOTICE OF THE ANNUAL GENERAL MEETING

eQ PLC                         STOCK EXCHANGE RELEASE



                               21 February 2012, at 3:55 pm











NOTICE OF THE ANNUAL GENERAL MEETING



The shareholders of eQ Plc are convened to the company's Annual General Meeting
(AGM), which will be held on Tuesday 13 March 2012 at 4.00 p.m. at Hotel
Scandic Marski, address Mannerheimintie 10, Helsinki. The reception of the
persons who have registered for the meeting will begin at 3.00 p.m., from which
time coffee will also be served. 





A. Matters on the agenda of the AGM



At the AGM, 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 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, report of the Board of Directors and
auditors' report for the year 2011 



Presentation of the review by the 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 Board of Directors proposes that a dividend of EUR 0.12 per share be paid.
The dividend shall be paid to shareholders who on the record date for the
dividend payment, 16 March 2012, are recorded in the shareholders register held
by Euroclear Finland Ltd. The Board proposes that dividend shall be paid on 26
March 2012. 



9. Resolution on the discharge of the members of the Board of Directors, the

CEO and the substitute for the CEO from liability



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



Shareholders of eQ Plc, who control over 60% of the outstanding shares, have
announced that they will make a proposal, that five members of the Board of
Directors be elected. 



11. Election of the members of the Board of Directors



Shareholders of eQ Plc, who control over 60% of the outstanding shares, have
announced that they will make a proposal, that Ole Johansson, Georg Ehrnrooth,
Eero Heliövaara and Jussi Seppälä be re-elected and that Christina Dahlblom be
elected as new member to the Board of Directors. The term of office of the
Board members ends at the close of the next Annual General Meeting. Personal
information of the proposed individuals is available on eQ's website,
www.eQ.fi. 



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



Shareholders of eQ Plc, who control over 60% of the outstanding shares, have
announced that they will make a proposal, that the Chairman of the Board of
Directors receive 3,300 euros per month, and the members of the Board of
Directors receive 1,800 euros per month. In addition, travel and accommodation
expenses be reimbursed according to the effectual guidelines of eQ Plc. 



13. Resolution on the remuneration of the auditor



The Board of Directors proposes that the auditor to be elected be paid
remuneration according to the auditor's invoice approved by the eQ Plc. 



14. Election of auditor



The Board of Directors proposes that Authorised Public Accountants Ernst &

Young Oy be re-elected auditor of the company. The auditor with main
responsibility, named by Ernst & Young Oy, is Ulla Nykky, APA. 



15. Authorising the Board of Directors to decide on the repurchase of the
Company's own shares 



The Board of Directors proposes that the AGM authorize the Board of Directors
to decide on the repurchase of no more than 500,000 Company's own shares, which
can be repurchased otherwise than in proportion to the shareholdings of the
shareholders with assets from the company's unrestricted equity. Shares will be
purchased at the market price in public trading on the NASDAQ OMX Helsinki as
per the time of purchase. The number of the repurchased shares corresponds to
approximately 1.49 per cent of all shares in the Company. 



Own shares may be repurchased in order to develop the Company's capital
structure, to finance or carry out acquisitions or other business transactions,
or to use the shares as part of the Company's incentive schemes. The
repurchased shares may be held for reissue, canceled or transferred further. 



The Board of Directors decides on all other matters related to the repurchase
of own shares. 



The authorisation will cancel all previous authorisations to decide on the
repurchase of the Company's own shares and is effective until the next Annual
General Meeting. 



16. Authorising the Board of Directors to decide on the issuance of shares as
well as the issuance of special rights entitling to shares 



The Board of Directors proposes that the AGM authorises the Board of Directors
to decide on a share issue or share issues and/or the issuance of special
rights entitling to shares referred to in Chapter 10 Section 1 of the Companies
Act, comprising a maximum total of 5,000,000 new shares. The amount of the
proposed authorisation corresponds to approximately 14.94 per cent of all
shares in the Company. 



The authorisation is proposed to be used in order to finance or carry out
potential acquisitions or other business transactions, to strengthen the
balance sheet and the financial position of the Company, to fulfill Company's
incentive schemes or to any other purposes decided by the Board. It is proposed
that based on the authorization, the Board decides on all other matters related
to the issuance of shares and special rights entitling to shares referred to in
Chapter 10 Section 1 of the Companies Act, including the recipients of the
shares or the special rights entitling to shares and the amount of the
consideration to be paid. Therefore, based on the authorisation, shares or
special rights entitling to shares may also be issued directed i.e. in
deviation of the shareholders pre-emptive rights as described in the Companies
Act. A share issue may also be executed without payment in accordance with the
preconditions set out in the Companies Act. 



The authorisation will cancel all previous authorisations to decide on the
issuance of shares as well as the issuance of special rights entitling to
shares and is effective until the next Annual General Meeting. 



17. Closing of the meeting



B. Documents of the AGM



The above mentioned proposals of the Board of Directors and shareholders on the
agenda of the AGM, the annual accounts, report of the Board of Directors and
auditors' report of eQ Plc as well as this notice is available to shareholders
on eQ Plc's website at www.eQ.fi. eQ Plc's Annual Report, containing the
Company's annual accounts, the report of the Board of Directors and the
auditors' report, is available on said website. The proposals of the Board of
Directors and shareholders for resolutions and the documents on the annual
accounts will also be available at the AGM, and copies of them and of this
notice will be sent to shareholders upon request. 



C. Instructions to the participants of the AGM



1. Right to participate and registration



A shareholder who has on 1 March 2012 been registered in the shareholders'
register of the Company held by Euroclear Finland Ltd has the right to 

participate in the AGM. A shareholder whose shares are registered in his/her
personal book-entry account in Finland is registered in the shareholders'
register of the Company. 



A shareholder who wishes to participate in the AGM shall register for the
meeting no later than on 8 March 2012 at 3 p.m., by which time the Company 

shall have received the notice. Such notice can be given



- in writing to eQ Plc, AGM 13 March 2012, Mikonkatu 9, 4. krs, 00100 Helsinki,



- by telephone Mon. to Fri, 10.00 a.m. to 4.00 p.m. +358 9 6817 8737,



- by fax to +358 9 6817 8748, or



- by e-mail to yhtiokokous@eq.fi.



In connection with the registration, a shareholder shall notify his/her name,
personal ID number or business ID, address, telephone number, and the name of a
possible proxy representative and/or assistant. The personal details given by
the shareholder to the Company are only used in connection with the AGM and the
related necessary registrations. 



Shareholder, his/her authorised representative or proxy representative shall at
request, be able to prove their identity and/or right to represent at the AGM. 



2. Use of proxy representative and powers of attorney



A shareholder may participate in the AGM and exercise his/her rights at the
meeting by way of proxy representation. A shareholder and his/her proxy
representative may have an assistant at the AGM. A proxy representative shall
produce a dated proxy document or otherwise demonstrate his/her right to
represent the shareholder at the AGM in a reliable manner. If a shareholder
participates in the AGM through several proxy representatives, who represent
the shareholder with shares in different book-entry accounts, the shareholder
shall, in connection with registration, notify the shares on the basis of which
each proxy representative represents the shareholder. Any proxy documents
should be sent to eQ Plc to the above-mentioned registration address as e-mail
attachment (e.g. pdf), by fax or by mail before the last registration date. 



3. Holders of nominee registered shares



A holder of nominee registered shares has the right to participate in the AGM
by virtue of such shares based on which he/she on the AGM record date 1 March
2012 would be entitled to be registered in the shareholders' register of the
Company held by Euroclear Finland Ltd. In addition, the right to participate in
the AGM requires 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 8 March 2012, at 10 am. As regards nominee registered
shares this shall constitute due registration for the AGM. 



A holder of nominee registered shares is advised to request his/her custodian
bank well in advance for the necessary instructions regarding the temporary
registration in the shareholders' register of the Company, the issue of proxy
documents and registration for the AGM. The account management organisation of
the custodian bank will register a holder of nominee registered shares, who
wants to participate in the AGM, to be temporarily entered into the
shareholders' register of the Company at the latest by the time stated above. 


4. Other instructions and information



Pursuant to chapter 5 section 25 of the Companies Act, a shareholder who is
present at the AGM has the right to ask questions on the matters to be
considered at the meeting. 



On the date of this notice, the total number of eQ Plc's shares and votes is
33,460,351. The Company holds 163,153 treasury shares. 







Helsinki, 21 February 2012







eQ Plc

BOARD OF DIRECTORS





eQ Group is a Finnish group of companies that specialises in asset management
and corporate finance operations. The Group offers services related to mutual
funds, private equity funds and hedge funds as well as traditional asset
management for institutions and individuals. The assets managed by the Group
total approximately EUR 3.5 billion. In addition, Advium Corporate Finance Ltd,
which is part of the Group, offers services related to mergers and
acquisitions, real estate transactions and equity capital markets. 



More information about the Group is available on our website at www.eq.fi.