The Annual General Meeting of Vaahto Group Plc Oyj on April 10, 2013

The Annual General Meeting of Vaahto Group Plc Oyj, held April 10, 2013, has decided to accept the Board of Directors’ proposal that no dividend for the fiscal period September 1, 2011 – December 31, 2012 be paid.

In the meeting the company accounts were adopted, the CEO and the members of the Board of Directors were released from liability for the fiscal year.

To the Board of Directors the Annual General Meeting elected Sami Alatalo, Reijo Järvinen, Topi Karppanen and Mikko Vaahto. CPA Corporation Ernst & Young Oy with Panu Juonala, CPA as the chief auditor was elected to act as company’s auditors.

The Annual General Meeting resolved in accordance with the Board of Directors’ proposal to authorize the Board to decide on an issue of maximum 2,000,000 new shares.

The Board of Directors of Vaahto Group Plc Oyj has April 10, 2013 elected Reijo Järvinen as the Chairman of the Board and Sami Alatalo as the vice-chairman of the Board.

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, April 10, 2013, starting at 13.00 at Sibelius Hall, Ankkurikatu 7, in the city of Lahti.

A. BUSINESS OF THE ANNUAL GENERAL MEETING

The agenda of the Annual General Meeting is as follows:

1. Opening of the meeting

2. Calling of the meeting to order

3. Election of the persons to confirm the minutes and to supervise the counting of votes

4. Recording of the legal convening of the meeting and establishment of a quorum

5. Recording of the attendance at the meeting and adoption of the list of votes

6. Presentation of the financial statements, consolidated financial statements, review by the Board, and auditor’s report for the September 1, 2011 – December 31, 2012, fiscal year

On the basis of a request made by a shareholder of the company the Board will in accordance with the Chapter 5, Section 25 of the Finnish Companies Act answer questions concerning the sale of Vaahto Paper Technology group’s Projects business and the spare part and small projects businesses belonging to its Services business as announced by the company on 16 January 2013.

7. Verification of the financial statements and the consolidated financial statements

8. Resolution on the distribution of the profit shown on the balance sheet and the payment of dividends

The Board proposes to the Annual General Meeting that no dividend be paid for the September 1, 2011 – December 31, 2012, fiscal year. The Board also proposes that the loss for the fiscal year be left in the profit and loss account.

9. Resolution on the discharge of the Board members and the CEO from liability

10. Resolution on the remuneration of the Board members

The Board proposes to the Annual General Meeting that the elected Board members shall receive the following fees as annual compensation: 26,000 euros to the chairman of the Board, and 19,000 euros to each ordinary Board member.

11. Resolution on the number of Board members

The Board proposes that the Annual General Meeting confirm that the number of Board members be four (4).

12. Election of Board members

Shareholders holding at least 10 (ten) percent of the total number of votes, as determined by the number of shares, have informed the Board that they intend to nominate as Board members Sami-Jussi Alatalo, Reijo Järvinen, Topi (Toivo Matti) Karppanen and Mikko Vaahto, for the term expiring at the end of the subsequent Annual General Meeting.

13. Resolution on the remuneration of the auditor

The Board proposes that the remuneration of the auditor be handled according to the invoice.

14. Election of the auditor

The Board proposes that the Annual General Meeting elect as the auditor, to serve until the end of the following Annual General Meeting, the company’s current auditor, public auditing firm Ernst & Young Oy, which has declared that it intends to appoint Panu Juonala, CPA, as chief auditor.

15. Authorization of the Board of Directors to decide on a share issue

The Board proposes that the Annual General Meeting authorize the Board to decide on an issue of new shares in one or several lots. The number of new shares issued would be no more than 2,000,000. The maximum number for the proposed authorization concerning the shares corresponds to approximately 50 percent of the total number of shares in the company.

The authorization entitles the Board to decide on all the terms of the share issue, including the right to deviate from the shareholders’ subscription privilege.

The authorization is proposed to be in effect until May 31, 2014, unless the General Meeting amends or cancels the authorization before that.

16. Closing of the meeting

B. ANNUAL GENERAL MEETING DOCUMENTS

The aforementioned draft resolutions, which are on the agenda of the Annual General Meeting, and this summons to the Annual General Meeting will be available on Vaahto Group Plc Oyj’s Web site at www.vaahtogroup.fi. Vaahto Group Plc Oyj’s annual report, including the company’s financial statements, consolidated financial statements, review by the Board, and auditor’s report, will be made available for inspection at the company’s head office in Lahti and on the aforementioned Web site no later than on March 20, 2013. The draft resolutions and the financial statement documents will be available also at the Annual General Meeting, and copies of the draft resolutions and this summons will be sent to the shareholders upon request. The minutes of the Annual General Meeting will be available for inspection on the aforementioned Web site on April 24, 2013.

C. INSTRUCTIONS FOR PARTICIPANTS IN THE MEETING

1. The right to participate and registration

Every shareholder who on March 27, 2013, is registered as a shareholder in the list of shareholders kept by Euroclear Finland Ltd. has the right to participate in the Annual General Meeting. Every shareholder whose shares have been registered in his or her personal book-entry account is registered in the company’s share register.

All shareholders who wish to participate in the Annual General Meeting must register no later than on April 5, 2013, before 4:00 pm. One may register for the Annual General Meeting in any of the following ways:

a) by placing a telephone call to +358 20 1880 511;

b) by e-mail to address ; or

c) by sending a letter to the address Vaahto Group Plc Oy, P.O. Box 5, FI-15141 Lahti, Finland. Registration by letter must arrive before the registration deadline mentioned above.

The registration must include the name, identity code, address, and telephone number of the shareholder, as well as the name of the assistant, if any. Information disclosed by the shareholders to Vaahto Group Plc Oyj will be used only in connection with the Annual General Meeting and related, necessary registrations.

In accordance with Chapter 5, Section 25 of the Companies Act, a shareholder attending the Annual General Meeting has the right to ask questions about the matters to be addressed at the meeting.

2. Use of a representative and proxy

Shareholders may participate in the Annual General Meeting and exercise their rights there by proxy. The shareholders’ representatives must present a dated proxy form, or they must show in some other reliable manner that they are entitled to represent the shareholder.

If a shareholder has shares in multiple book-entry accounts, that shareholder may participate in the Annual General Meeting by means of more than one proxy such that the representatives represent the shareholder with different shares in the book-entry accounts. In this case, the shares on whose basis each representative represents the shareholder must be declared upon registration.

We request that you submit any proxy forms, as originals, to the address Vaahto Group Plc Oyj, P.O. Box 5, FI-15141 Lahti, Finland, before the end of the registration period.

3. Owners of nominee-registered shares

Any shareholders whose shares are nominee-registered and who wish to participate in the Annual General Meeting must register temporarily in the company’s share register for participation in the Annual General Meeting. The owner of a nominee-registered share may participate in the Annual General Meeting if he or she is registered in the share register on the basis of share ownership on the Annual General Meeting’s record date, March 27, 2013. Notification concerning temporary registration must be made no later than on April 5, 2013, before 10:00 am. The registration of the owner of a nominee-registered share in the company’s share register for temporary registration is regarded as registration for the Annual General Meeting. Owners of nominee-registered shares are requested to ask their asset manager for the necessary instructions for registration in the share register, issuing of proxies, and registration for the Annual General Meeting.

4. Other information

On the date of the summons, March 18, 2013, the company has, in total, 3,977,360 shares, conferring, in total, 3,977,360 votes.

In Lahti, on March 18, 2013

VAAHTO GROUP PLC OYJ

Board of Directors

Minutes of Meeting of Vaahto Group Plc Oyj Annual General Meeting April 10,

Time                                   April 10, 2013 at 1:00 pm

Place                                    Sibelius Hall, Ankkurikatu 7, Lahti

Present                                 Shareholders present or represented at the meeting were indicated in the list of votes adopted at the meeting.

In addition present were Johan Aalto, Chairman of the Board Reijo Järvinen, member of the Board Sami-Jussi Alatalo, member of the Board Topi (Toivo Matti) Karppanen, member of the Board Mikko Vaahto, CEO Ari Viinikkala, auditor Panu Juonala, Vesa Vaahto, Pekka Rautiala and technical personnel.

1. Opening of the meeting

The meeting was opened by the Chairman of the Board of the company, Reijo Järvinen.

2. Calling of the meeting to order

Attorney Johan Aalto was elected as chairman of the meeting. The chairman invited attorney Sonja Siggberg to keep the minutes.

The chairman explained the procedures for handling matters on the agenda of the meeting.

3. Election of the persons to confirm the minutes and to supervise the counting of votes

Ritva Koivisto and Jouni Ukkonen were elected to confirm the minutes and to supervise the counting of votes.

4. Recording of the legal convening of the meeting and establishment of a quorum

It was noted that the notice of the meeting has been published in a stock exchange release on March 18, 2013 and it has been available on the company’s Web site as from the same day.

The notice of the meeting was appended to the minutes as Appendix 1.

It was noted that the meeting had been convened in accordance with the Articles of Association and the Companies Act, and that the meeting was therefore legally convened and constituted a quorum.

5. Recording of the attendance at the meeting and adoption of the list of votes

It was noted that, according to the list of votes, 14 shareholders were present at the beginning of the meeting, either in person or represented by a legal representative or by proxy. According to the list of votes, 2,940,862 shares and votes were represented at the meeting, constituting approximately 73.9 per cent of the company’s shares and votes.

The list of votes was adopted (Appendix 2).

6. Presentation of the financial statements, consolidated financial statements, review by the Board, and auditor’s report for the September 1, 2011 – December 31, 2012, fiscal year

It was noted that, in accordance with the Companies Act, the annual report, including the company’s financial statements, consolidated financial statements, review by the Board, and auditor’s report, has been available for inspection by the shareholders at the company’s head office in Lahti as of March 18, 2013, in addition to which it was available on the company’s Web site and at the Annual General Meeting. The financial statements documents have also been sent to shareholders upon request.

The financial statements were discussed.

It was noted that the financial statements and the review by the Board were presented (Appendix 3).

The auditor’s report was presented and appended to the minutes as Appendix 4.

7. Verification of the financial statements and the consolidated financial statements

It was resolved to verify the company’s financial statements and the consolidated financial statements for the September 1, 2011 – December 31 2012, fiscal year.

8. Resolution on the distribution of the profit shown on the balance sheet and the payment of dividends

It was resolved, in accordance with the Board’s proposal, that no dividend be paid for the September 1, 2011 – December 31, 2012, fiscal year and that the loss for the fiscal year be left in the profit and loss account.

9. Resolution on the discharge of the Board members and the CEO from liability

It was noted that the discharge from liability for the September 1, 2011 – December 31, 2012, fiscal year concerned the following persons:

  • Reijo Järvinen, the Chairman of the Board;
  • Rainer Häggblom, the Vice-Chairman of the Board;
  • Sami-Jussi Alatalo, member of the Board (as of June 19, 2012);
  • Topi (Toivo Matti) Karppanen, member of the Board;
  • Mikko Vaahto, member of the Board;
  • Anssi Klinga, CEO (until April 4, 2012); and
  • Ari Viinikkala, acting CEO (April 5, 2012 – November 29, 2012) and CEO (as of November 30, 2012).

Shareholder Antti Vaahto (voting ticket 305 and 312) opposed the discharge from liability and requested a full vote on the issue at hand.

It was noted that 2,394,614 shares and votes participated in the voting, representing approximately 60.2 per cent of the company’s total shares and votes. The votes in favour of the discharge from liability were 1,856,477 and the votes against it were 538,137. In addition, 546,248 shares were represented at the meeting for which no votes were given.

The chairman noted that based on the result of the vote, the Board members and the CEOs have been discharged from liability for the September 1, 2011 – December 31, 2012, fiscal year.

10. Resolution on the remuneration of the Board members

It was resolved that the elected Board members shall receive the following fees as annual compensation:

  • 26,000 euros to the chairman of the Board, and
  • 19,000 euros to other Board members.

11. Resolution on the number of Board members

It was resolved, in accordance with the Board’s proposal, to confirm the number of Board members as four (4).

12. Election of Board members

It was resolved, in accordance with the proposal included in the notice of the meeting, to elect the following persons as Board members for the term expiring at the closing of the of the subsequent Annual General Meeting: Sami-Jussi Alatalo, Reijo Järvinen, Topi (Toivo Matti) Karppanen and Mikko Vaahto.

13. Resolution on the remuneration of the auditor

It was resolved, in accordance with the Board’s proposal, that the remuneration of the auditor be handled according to the invoice.

14. Election of the auditor

It was resolved, in accordance with the Board’s proposal, to elect as the auditor public auditing firm Ernst & Young Oy for the term expiring at the closing of the of the first subsequent Annual General Meeting following the election.

15. Authorization of the Board of Directors to decide on a share issue

It was resolved, in accordance with the Board’s proposal (Appendix 5), to authorize the Board to decide on an issue of new shares in one or several lots. The number of new shares issued shall be no more than 2,000,000 shares.

The authorization is in effect until May 31, 2014, unless the General Meeting amends or cancels the authorization prior that.

16. Closing of the meeting

It was noted that all the shareholders that were present supported the resolutions made at the meeting, unless stated otherwise in the minutes.

It was noted that the minutes of the Annual General Meeting will, in accordance with the Companies Act, be available for inspection on the company’s Web site as of April 24, 2013 at the latest.

The chairman closed the meeting.

In fidem

Sonja Siggberg

Sonja Siggberg

secretary

Approved

Johan Aalto

Johan Aalto

chairman

Ritva Koivisto

Ritva Koivisto

examiner of the minutes

Jouni Ukkonen

Jouni Ukkonen

examiner of the minutes

Appendices

Appendix 1 Notice of the meeting

Appendix 2 List of votes

Appendix 3 Financial statements and review by the Board

Appendix 4 Auditor’s report

Appendix 5 Proposals to the Annual General Meeting, item 7

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, April 10, 2013, starting at 13.00 at Sibelius Hall, Ankkurikatu 7, in the city of Lahti.

A. BUSINESS OF THE ANNUAL GENERAL MEETING

The agenda of the Annual General Meeting is as follows:

1. Opening of the meeting

2. Calling of the meeting to order

3. Election of the persons to confirm the minutes and to supervise the counting of votes

4. Recording of the legal convening of the meeting and establishment of a quorum

5. Recording of the attendance at the meeting and adoption of the list of votes

6. Presentation of the financial statements, consolidated financial statements, review by the Board, and auditor’s report for the September 1, 2011 – December 31, 2012, fiscal year

On the basis of a request made by a shareholder of the company the Board will in accordance with the Chapter 5, Section 25 of the Finnish Companies Act answer questions concerning the sale of Vaahto Paper Technology group’s Projects business and the spare part and small projects businesses belonging to its Services business as announced by the company on 16 January 2013.

7. Verification of the financial statements and the consolidated financial statements

8. Resolution on the distribution of the profit shown on the balance sheet and the payment of dividends

The Board proposes to the Annual General Meeting that no dividend be paid for the September 1, 2011 – December 31, 2012, fiscal year. The Board also proposes that the loss for the fiscal year be left in the profit and loss account.

9. Resolution on the discharge of the Board members and the CEO from liability

10. Resolution on the remuneration of the Board members

The Board proposes to the Annual General Meeting that the elected Board members shall receive the following fees as annual compensation: 26,000 euros to the chairman of the Board, and 19,000 euros to each ordinary Board member.

11. Resolution on the number of Board members

The Board proposes that the Annual General Meeting confirm that the number of Board members be four (4).

12. Election of Board members

Shareholders holding at least 10 (ten) percent of the total number of votes, as determined by the number of shares, have informed the Board that they intend to nominate as Board members Sami-Jussi Alatalo, Reijo Järvinen, Topi (Toivo Matti) Karppanen and Mikko Vaahto, for the term expiring at the end of the subsequent Annual General Meeting.

13. Resolution on the remuneration of the auditor

The Board proposes that the remuneration of the auditor be handled according to the invoice.

14. Election of the auditor

The Board proposes that the Annual General Meeting elect as the auditor, to serve until the end of the following Annual General Meeting, the company’s current auditor, public auditing firm Ernst & Young Oy, which has declared that it intends to appoint Panu Juonala, CPA, as chief auditor.

15. Authorization of the Board of Directors to decide on a share issue

The Board proposes that the Annual General Meeting authorize the Board to decide on an issue of new shares in one or several lots. The number of new shares issued would be no more than 2,000,000. The maximum number for the proposed authorization concerning the shares corresponds to approximately 50 percent of the total number of shares in the company.

The authorization entitles the Board to decide on all the terms of the share issue, including the right to deviate from the shareholders’ subscription privilege.

The authorization is proposed to be in effect until May 31, 2014, unless the General Meeting amends or cancels the authorization before that.

16. Closing of the meeting

B. ANNUAL GENERAL MEETING DOCUMENTS

The aforementioned draft resolutions, which are on the agenda of the Annual General Meeting, and this summons to the Annual General Meeting will be available on Vaahto Group Plc Oyj’s Web site at www.vaahtogroup.fi. Vaahto Group Plc Oyj’s annual report, including the company’s financial statements, consolidated financial statements, review by the Board, and auditor’s report, will be made available for inspection at the company’s head office in Lahti and on the aforementioned Web site no later than on March 20, 2013. The draft resolutions and the financial statement documents will be available also at the Annual General Meeting, and copies of the draft resolutions and this summons will be sent to the shareholders upon request. The minutes of the Annual General Meeting will be available for inspection on the aforementioned Web site on April 24, 2013.

C. INSTRUCTIONS FOR PARTICIPANTS IN THE MEETING

1. The right to participate and registration

Every shareholder who on March 27, 2013, is registered as a shareholder in the list of shareholders kept by Euroclear Finland Ltd. has the right to participate in the Annual General Meeting. Every shareholder whose shares have been registered in his or her personal book-entry account is registered in the company’s share register.

All shareholders who wish to participate in the Annual General Meeting must register no later than on April 5, 2013, before 4:00 pm. One may register for the Annual General Meeting in any of the following ways:

a) by placing a telephone call to +358 20 1880 511;

b) by e-mail to address ; or

c) by sending a letter to the address Vaahto Group Plc Oy, P.O. Box 5, FI-15141 Lahti, Finland. Registration by letter must arrive before the registration deadline mentioned above.

The registration must include the name, identity code, address, and telephone number of the shareholder, as well as the name of the assistant, if any. Information disclosed by the shareholders to Vaahto Group Plc Oyj will be used only in connection with the Annual General Meeting and related, necessary registrations.

In accordance with Chapter 5, Section 25 of the Companies Act, a shareholder attending the Annual General Meeting has the right to ask questions about the matters to be addressed at the meeting.

2. Use of a representative and proxy

Shareholders may participate in the Annual General Meeting and exercise their rights there by proxy. The shareholders’ representatives must present a dated proxy form, or they must show in some other reliable manner that they are entitled to represent the shareholder.

If a shareholder has shares in multiple book-entry accounts, that shareholder may participate in the Annual General Meeting by means of more than one proxy such that the representatives represent the shareholder with different shares in the book-entry accounts. In this case, the shares on whose basis each representative represents the shareholder must be declared upon registration.

We request that you submit any proxy forms, as originals, to the address Vaahto Group Plc Oyj, P.O. Box 5, FI-15141 Lahti, Finland, before the end of the registration period.

3. Owners of nominee-registered shares

Any shareholders whose shares are nominee-registered and who wish to participate in the Annual General Meeting must register temporarily in the company’s share register for participation in the Annual General Meeting. The owner of a nominee-registered share may participate in the Annual General Meeting if he or she is registered in the share register on the basis of share ownership on the Annual General Meeting’s record date, March 27, 2013. Notification concerning temporary registration must be made no later than on April 5, 2013, before 10:00 am. The registration of the owner of a nominee-registered share in the company’s share register for temporary registration is regarded as registration for the Annual General Meeting. Owners of nominee-registered shares are requested to ask their asset manager for the necessary instructions for registration in the share register, issuing of proxies, and registration for the Annual General Meeting.

4. Other information

On the date of the summons, March 18, 2013, the company has, in total, 3,977,360 shares, conferring, in total, 3,977,360 votes.

In Lahti, on March 18, 2013

VAAHTO GROUP PLC OYJ

Board of Directors

VAAHTO GROUP PLC OYJ ANNUAL GENERAL MEETING 10.4.2013
LIST OF VOTES
Number Name Shares Votes
WAT1V total
57 Hymy Lahtinen Oy 285200 285 200
as proxy reporesentative Seppälä Markku
100 Keskinäinen Vakuutusyhtiö Fennia 72000 72 000
as proxy reporesentative Ukkonen Jouni
103 Kiinteistö Oy Vaahtoila 124280 124 280
as proxy reporesentative Vaahto Heikki
105 Kinnunen Jukka-Pekka 100 100
112 Koivisto Ritva 62 62
136 Laakkonen Mikko 769375 769 375
169 Lutosa Oy 16891 16 891
as proxy reporesentative Vaahto Mikko
305 Vaahto Antti 530649 530 649
306 Vaahto Emilia 1944 1 944
as proxy reporesentative Vaahto Heikki
307 Vaahto Heikki 130696 130 696
309 Vaahto Ilkka 453985 453 985
310 Vaahto Laura 1944 1 944
as proxy reporesentative Vaahto Heikki
311 Vaahto Mikko 546248 546 248
312 Vaahto Ria 7 488 7 488
as proxy reporesentative Vaahto Antti
In the meeting total 2 940 862 2 940 862
73,9 % 73,9 %
In the company total 3 977 360 3 977 360
Shares Votes
WAT1V total

VAAHTO GROUP PLC OYJ AUDITOR’S REPORT FROM THE FISCAL YEAR 1 SEPTEMBER 2011 – 31 DECEMBER 2012

Vaahto Group’s auditor’s has given today the auditor’s report of Vaahto Group’s financial statements at 31.12.2012. In addition to the standardized report the auditors wanted to draw attention to the paragraph 28 of notes “Financial risk Management” to financial statements. According to the auditors the adequacy of working capital is depending on achievement of forecasted financial targets and short-term financial restructuring. In addition, the auditors want to draw attention to the valuation of the subsidiary shares described in paragraph 12 of notes to financial statements of the parent company and the uncertainty relating to them.

The audit report is attached to this release.

AUDITOR’S REPORT

To the Annual General Meeting of Vaahto Group Plc Oyj

We have audited the accounting records, the financial statements, the report of the Board of Directors, and the administration of Vaahto Group Plc Oyj for the year ended on 31 December, 2012. The financial statements comprise the consolidated statement of financial position, statement of comprehensive income, statement of changes in equity and statement of cash flows, and notes to the consolidated financial statements, as well as the parent company’s balance sheet, income statement, statement of cash flows and notes to the financial statements.

Responsibility of the Board of Directors and the Managing Director

The Board of Directors and the Managing Director are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU, as well as for the preparation of financial statements and the report of the Board of Directors that give a true and fair view in accordance with the laws and regulations governing the preparation of the financial statements and the report of the Board of Directors in Finland. The Board of Directors is responsible for the appropriate arrangement of the control of the company’s accounts and finances, and the Managing Director shall see to it that the accounts of the company are in compliance with the law and that its financial affairs have been arranged in a reliable manner.

Auditor’s Responsibility

Our responsibility is to express an opinion on the financial statements, on the consolidated financial statements and on the report of the Board of Directors based on our audit. The Auditing Act requires that we comply with the requirements of professional ethics. We conducted our audit in accordance with good auditing practice in Finland. Good auditing practice requires that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and the report of the Board of Directors are free from material misstatement, and whether the members of the Board of Directors of the parent company and the Managing Director are guilty of an act or negligence which may result in liability in damages towards the company or have violated the Limited Liability Companies Act or the articles of association of the company.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements and the report of the Board of Directors. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of financial statements and report of the Board of Directors that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements and the report of the Board of Directors.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion on the consolidated financial statements

In our opinion, the consolidated financial statements give a true and fair view of the financial position, financial performance, and cash flows of the group in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU.

Opinion on the company’s financial statements and the report of the Board of Directors

In our opinion, the financial statements and the report of the Board of Directors give a true and fair view of both the consolidated and the parent company’s financial performance and financial position in accordance with the laws and regulations governing the preparation of the financial statements and the report of the Board of Directors in Finland. The information in the report of the Board of Directors is consistent with the information in the financial statements.

An additional information relating to emphasizing of a certain issue

We want to draw attention to the issues described in the report of the Board of Directors and in paragraph 28 of notes to financial statements of the company’s liquidity and liabilities. The company estimates that the group’s working capital in closing date is sufficient to the needs of the following twelve months, provided that the group achieves the forecasted financial targets and the short-term financing can be rearranged. These factors, together with other issues mentioned in the report of the Board of Directors and the notes to the financial statements show material uncertainty, which may challenge the company’s going concern assumption. Our statement not been adopted regarding this matter.

In addition, we want to draw attention to the valuation of the subsidiary shares described in paragraph 12 of notes to financial statements of the parent company and the uncertainty relating to them. Our statement not been adopted regarding this matter.

Lahti, 5.3.2013

Ernst & Young Oy

Authorized Public Accountant Firm

Panu Juonala

Authorized Public Accountant

PROPOSALS FOR THE ANNUAL GENERAL MEETING TO BE CONVENED On APRIL 10, 2013

1. Resolution on the distribution of the profit shown on the balance sheet and the payment of dividends

The Board proposes to the Annual General Meeting that no dividend be paid for the September 1, 2011 – December 31, 2012, fiscal year. The Board also proposes that the loss for the fiscal year be left in the profit and loss account.

2. Resolution on the remuneration of the Board members

The Board proposes to the Annual General Meeting that the elected Board members shall receive the following fees as annual compensation: 26,000 euros to the chairman of the Board, and 19,000 euros to each ordinary Board member.

3. Resolution on the number of Board members

The Board proposes that the Annual General Meeting confirm that the number of Board members be four (4).

4. Election of Board members

Shareholders holding at least 10 (ten) percent of the total number of votes, as determined by the number of shares, have informed the Board that they intend to nominate as Board members Sami-Jussi Alatalo, Reijo Järvinen, Topi (Toivo Matti) Karppanen and Mikko Vaahto, for the term expiring at the end of the subsequent Annual General Meeting.

5. Resolution on the remuneration of the auditor

The Board proposes that the remuneration of the auditor be handled according to the invoice.

6. Election of the auditor

The Board proposes that the Annual General Meeting elect as the auditor, to serve until the end of the following Annual General Meeting, the company’s current auditor, public auditing firm Ernst & Young Oy, which has declared that it intends to appoint Panu Juonala, CPA, as chief auditor.

7. Authorization of the Board of Directors to decide on a share issue

The Board proposes that the Annual General Meeting authorize the Board to decide on an issue of new shares in one or several lots. The number of new shares issued would be no more than [2,000,000]. The maximum number for the proposed authorization concerning the shares corresponds to approximately [50] percent of the total number of shares in the company.

The authorization entitles the Board to decide on all the terms of the share issue, including the right to deviate from the shareholders’ subscription privilege.

The authorization is proposed to be in effect until May 31, 2014, unless the General Meeting amends or cancels the authorization before that.