PKC Group Oyj - Notice to general meeting

NOTICE TO THE GENERAL MEETING

PKC Group Oyj     Company Announcement          4 March 2011      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 30 March 2011 at 1.00 p.m. in Helsinki, at Hotel Scandic
Continental, at the address: Mannerheimintie 46. 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 2010 

- 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 Board of Directors proposes that a dividend of EUR 0.55 per share be paid.
The record date for the dividend payout is 4 April 2011 and the payment date is
11 April 2011. 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
2012 be the following: Chairman EUR 60,000, Vice Chairman EUR 45,500 and other
Board members EUR 30,000 as well as the travel and accommodation expenses
related to the board meetings, and that the chairman and members of the audit
committee be paid an additional annual remuneration of EUR 5,000. 



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 six
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
Matti Hyytiäinen, Outi Lampela, Endel Palla, Olli Pohjanvirta, Matti Ruotsala
and Jyrki Tähtinen shall be re-elected as Board members. 



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. Authorisation to the Board of Directors to decide on share issue



The Board of Directors proposes that the General Meeting authorises the Board
of Directors to decide on share issue and granting of special rights defined in
Chapter 10, Section 1 of the Companies Act and all the terms and conditions
thereof. A maximum total of 6,000,000 shares may be issued or subscribed for on
the basis of authorisation. The authorisation includes the right to decide on
directed share issue. The authorisation is in force for five years from the
date of the General Meeting's decision. At Board of Directors' discretion the
authorisation may be used e.g. in financing possible corporate acquisitions,
inter-company co-operation or similar arrangement, or strengthening company's
financial or capital structure etc. The authorisation revokes the authorisation
granted on 29 March 2007. 



15. Authorisation to the Board of Directors to decide upon donations to good
causes 



The Board of Directors proposes that the Annual General Meeting authorise the
Board of Directors to decide on a donation of no more than EUR 150,000 to
Finnish universities either directly by the company or through its
subsidiaries. The authorisation would entitle the Board to make a more detailed
decision on whether the sum is donated to one or more universities, as well as
on other terms and conditions of the donation. It is proposed that this
authorisation be effective until 30 June 2011. 



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 8 March 2011. 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 4 April 2011. 





C. Instructions for the participants in the general meeting



1. The right to participate and registration



Each shareholder, who is registered on 18 March 2011 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 25 March 2011 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 8 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 18 March 2011, 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 25 March 2011 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 25 March 2011 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 19,601,332. 





Kempele, 4 March 2011



PKC Group Oyj



Board of Directors



Harri Suutari

President & CEO





DISTRIBUTION



NASDAQ OMX

Main media

www.pkcgroup.com





The PKC Group offers design and contract manufacturing services for wiring
harnesses, cabling and electronics. The Group has production facilities in
Finland, Brazil, China, Mexico, Poland, Estonia and Russia. The Group's net
sales in 2010 totalled EUR 316.1 million. PKC Group Oyj is listed on NASDAQ OMX
Helsinki Ltd.