Invitation to the Annual General Meeting of Vaahto Group Plc Oyj
Vaahto Group Plc Oyj shareholders are hereby notified that the Annual General Meeting will be held on Wednesday, December 16, 2009, starting at 1pm at The Sibelius Hall, Ankkurikatu 7, City of Lahti.
A MATTERS ON THE AGENDA OF THE ANNUAL 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 review by the board of directors and the auditor’s report for the fiscal period 1.9.2008–31.8.2009
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividends
The board of directors proposes that no dividends be paid and that the operating profit be transferred to the earnings account.
9. Resolution on the discharge of the members of the board of directors and the managing director from liability
10. Resolution on the remuneration of the members of the board of directors
The board of directors proposes that the members of the board be paid an annual remuneration as follows: the chairman of the board EUR 26.000 and other members of the board EUR 19.000.
11. Resolution on the number of members of the board of directors
The board of directors proposes that the number of members of the board of directors be confirmed at four (4).
12. Election of the members of the board
Shareholders that hold at least 10% of the votes of the company have announced to the board that they will propose that Seppo Jaatinen, Martti Unkuri, Antti Vaahto and Mikko Vaahto will be elected to the board of directors for the next mandate that ends in the end of the next Annual General Meeting.
13. Resolution on the remuneration of the auditors
The board of directors proposes that the auditors be reimbursed according to their invoice.
14. Election of auditor
The board of directors proposes that Authorized Public Accountants Ernst & Young Oy, with Authorized Public Accountant Panu Juonala as responsible auditor, be elected as the auditor of the company for the term that expires at the end of the next Annual General Meeting.
15. Resolution on the newspaper in which the invitation to the Annual General Meeting or Extraordinary General Meeting will be published
The board of directors proposes that the invitation to the next Annual General Meeting or Extraordinary General meeting will be published in nation-wide newspaper determined by the board of directors.
16. Amendment of the Articles of Association
The board of directors proposes that the Articles of Association be amended due to the changes in Companies Act and technical reasons in order to clarify the Articles of Association and to bring them to meet the present wording and orders of the Companies Act. The Board proposes that the Articles of Association 4§ and 6-12§ be amended. The amendment concerns among other things changing the number of auditors, the time and way of invitation to the shareholders’ meeting and the registration time as well as some other technical amendments.
17. Closing of the Meeting
B DOKUMENTS OF THE ANNUAL GENERAL MEETING
The above mentioned proposals of the board of directors as well as this invitation to the Annual General Meeting are available on Vaahto Group Plc Oyj’s website at www.vaahtogroup.fi. The Annual Report of Vaahto Group Plc Oyj, including the company’s annual accounts, the review by the board of directors and the auditor’s report, is available in the main office of the company and on the above mentioned website www.vaahtogroup.fi from November 25, 2009 onwards. The proposals of the board of directors and the annual accounts are also available at the meeting. Copies of these documents and of this invitation will be sent to shareholders upon request. The minutes of the meeting will be available on the above-mentioned website as from December 30, 2009.
C INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING
1. The right to participate and registration
In order to attend the Annual General Meeting, the shareholder must be registered as the company’s shareholders in company’s shareholder register maintained by Euroclear Finland Oy on December 4, 2009 at the latest. A shareholder, whose shares are registered on his/hers personal 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 no later than December 11, 2009 before 4pm, at the latest, by giving a prior notice of participation. Such notice can be given:
a) by telephone +358 20 1880 355; or
b) by regular mail to address Vaahto Group Plc Oyj, PL 5, 15141 LAHTI, Finland. The registration must arrive before the end of the registration period.
In connection with the registration, a shareholder shall notify his/her name, personal or business identification number, address, telephone number and the name of a possible assistant. The personal data given to Vaahto Group Plc Oyj is used only in connection with the Annual General Meeting and with the processing of related registrations.
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.
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.
If the shareholder’s shares are recorded in more than one book-entry securities account, the shareholder has the right to use a different proxy representative for each book-entry securities account. In connection with the registration, the shareholder must state those shares which each different proxy representative represents.
Possible proxy documents should be delivered in originals to Vaahto Group Plc Oyj, PL 5, 15141 Lahti, Finland before the end of the registration period.
3. Holders of nominee registered shares
A shareholder holding nominee registered shares and wishing to attend the Annual General Meeting, should be notified for temporary entry into the shareholders’ register in order to attend the Annual General Meeting. A shareholder holding nominee registered shares has the right to participate in the Annual General Meeting provided that the shareholder had the right, on the basis of the same shares, to be recorded in the shareholders’ register on the record date of the meeting, December 4, 2009. The notification regarding the temporary entry must be done on the registration date of the meeting December 11, 2009, at the latest. A notification regarding temporary entry of a holder of nominee registered shares into the shareholders’ register is regarded as a notice of participation in the Annual General Meeting. A holder of nominee registered shares is advised to request necessary instructions regarding registration in the shareholders’ register of the company, the issuing of proxy documents and registration for the general meeting from his/her custodian bank.
4. Other information
On the date of this notice to the Annual General Meeting November 13, 2009, the company has a total of 1,452,751 Series A shares, representing a total 1,452,751 votes and a total 1,419,551 Series K shares, representing a total 28,391,020 votes. On the date of the notice to the Annual General Meeting the company has a total 2,872,302 shares representing a total 29,843,771 votes.
Lahti, November 17, 2009
VAAHTO GROUP PLC OYJ
The Board of Directors