The Annual General Meeting of Vaahto Group Plc Oyj on December 12, 2011

The Annual General Meeting of Vaahto Group Plc Oyj, held December 12, 2011, has decided to accept the Board of Directors’ proposal that no dividend for the fiscal period September 1, 2010 – August 31, 2011 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 Rainer Häggblom, 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 1,000,000 new shares.

All decisions in the meeting were unanimous.

The Board of Directors of Vaahto Group Plc Oyj has December 12, 2011 elected Reijo Järvinen as the Chairman of the Board and Rainer Häggblom as 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 Monday, December 12, 2011, 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, 2010 – August 31, 2011, fiscal year

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, 2010 – August 31, 2011, 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 Rainer Häggblom, 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, either for a fee or free of charge. The number of new shares issued would be no more than 1,000,000. The maximum number for the proposed authorization concerning the shares corresponds roughly to 33 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 December 31, 2012, unless the General Meeting amends or cancels the authorization before that. The share issue authorization granted by the Annual General Meeting on 14 December 2010 will expire at the end of this Annual General Meeting.

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 November 21, 2011. 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 December 23, 2011.

C. Instructions for Participants in the Meeting

1. The right to participate and registration

Every shareholder who on November 29, 2011, 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 December 7, 2011, 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 355

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, November 29, 2011. Notification concerning temporary registration must be made no later than on December 7, 2011, 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, November [18], 2011, the company has, in total, 2,985,866 (two million, nine hundred eighty-five thousand, eight hundred sixty-six) shares, conferring, in total, 2,985,866 (two million, nine hundred eighty-five thousand, eight hundred sixty-six) votes.

In Lahti, on November 18, 2011

VAAHTO GROUP PLC OYJ

Board of Directors

Minutes of Annual General Meeting of Vaahto Group Plc Oyj December 12, 2011

Vaahto Group Plc Oyj                                                                         Minutes 1 / 2011

0520181-3

ANNUAL GENERAL MEETING

Time December 12, 2011, 1:00pm
Place Sibelius Hall, Ankkurikatu 7, Lahti
Present Those present or represented at the meeting were the shareholders indicated in the list of votes approved during the meeting.Also present were Johan Aalto, Chairman of the Board Reijo Järvinen, member of the Board Rainer Häggblom, member of the Board Topi Karppanen, member of the Board Mikko Vaahto, CEO Anssi Klinga, auditor Panu Juonala, and some technical personnel.

1. Opening of the meeting

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

2. Calling of the meeting to order

Attorney Johan Aalto was elected chairman of the meeting. The chairman invited Leena Junninen 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 Pertti Pelkonen were elected to confirm the minutes and to supervise the counting of votes.

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

It was noted that the notice of the meeting had been published as a stock exchange release on November 18, 2011, and on the company’s Web site.

The notice of the meeting was provided with the minutes as Appendix 1.

It was noted that the meeting had been convened as described in the Articles of Association and the Companies Act, and that the convening was therefore valid and a quorum was established.

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, 18 shareholders were present at the beginning of the meeting, either in person or represented by a legal or authorized representative. According to the list of votes, 2.669.080 shares and 2.669.080 votes were represented at the meeting, constituting 89.4% of the company’s shares and 89.4% of the votes.

The list of votes was approved (see Appendix 2).

6. Presentation of the financial statements, consolidated financial statements, review by the Board, and auditor’s report for the September 1, 2010 – August 31, 2011, fiscal year

It was noted that, in keeping 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 shareholders at the company’s head office in Lahti since November 21, 2011, in addition to being available on the company’s Web site and at the Annual General Meeting. The financial statement documents have also been sent to shareholders on request.

It was recorded that the financial statements and review had been presented to the meeting (see 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 decided to verify the company’s financial statements and the consolidated financial statements for the September 1, 2010 – August 31, 2011, fiscal year.

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

In accordance with the Board’s proposal, it was decided that no dividends be paid for the September 1, 2009 – August 31, 2010, fiscal year, and that the operating profit be transferred to the earnings account.

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

The decision was made to discharge the Board members and the CEO from liability for the September 1, 2010 – August 31, 2011, fiscal year.

10. Resolution on the remuneration of the Board members

In accordance with the Board’s proposal, it was decided that the Board members receive the following fees as annual compensation amounts:

· 26,000 euros to the chairman of the Board

· 19,000 euros to each of the Board members

11. Resolution on the number of Board members

In accordance with the Board’s proposal, the decision was made to confirm the number of Board members as four.

12. Election of Board members

In accordance with the proposal included in the notice of the meeting, the decision was made to elect the following persons as Board members for the term that ends at the end of the first full Annual General Meeting after the election: Rainer Häggblom, Reijo Järvinen, Topi (Toivo Matti) Karppanen, and Mikko Vaahto.

13. Resolution on the remuneration of the auditor

In accordance with the Board’s proposal, it was decided that the auditor’s fee be paid as per invoice.

14. Election of the auditor

In accordance with the Board’s proposal, the decision was made to select public auditing firm Ernst & Young Oy as the company’s auditor for the term that ends at the end of the first full Annual General Meeting after the election.

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

In accordance with the Board’s proposal (Appendix 5), the decision was made to authorize the Board to decide on an issue of new shares. The number of new shares issued would be no more than 1,000,000 shares.

The authorization is in effect until December 31, 2012, unless the Annual General Meeting amends or cancels the authorization before that. The share issue authorization granted by the Annual General Meeting on 14 December 2010 will expire at the end of this Annual General Meeting.

The chairman closed the meeting.

17. Closing of the meeting

It was noted that all decisions had been made unanimously.

It was noted that, in keeping with the Companies Act, the minutes of the Annual General Meeting would be made available on the company’s Web site by December 23, 2011, at the latest. Signed by

Leena Junninen

secretary

Confirmed by

Johan Aalto
chairman

Ritva Koivisto
examiner of the minutes

Pertti Pelkonen
examiner of the minutes

Appendices

1. Notice of the meeting

2. List of votes

3. Financial statements and review by the Board

4. Auditor’s report

5. Proposals for 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 Monday, December 12, 2011, 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, 2010 – August 31, 2011, fiscal year

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, 2010 – August 31, 2011, 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 Rainer Häggblom, 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, either for a fee or free of charge. The number of new shares issued would be no more than 1,000,000. The maximum number for the proposed authorization concerning the shares corresponds roughly to 33 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 December 31, 2012, unless the General Meeting amends or cancels the authorization before that. The share issue authorization granted by the Annual General Meeting on 14 December 2010 will expire at the end of this Annual General Meeting.

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 November 21, 2011. 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 December 23, 2011.

C. Instructions for Participants in the Meeting

1. The right to participate and registration

Every shareholder who on November 29, 2011, 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 December 7, 2011, 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 355

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, November 29, 2011. Notification concerning temporary registration must be made no later than on December 7, 2011, 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, November [18], 2011, the company has, in total, 2,985,866 (two million, nine hundred eighty-five thousand, eight hundred sixty-six) shares, conferring, in total, 2,985,866 (two million, nine hundred eighty-five thousand, eight hundred sixty-six) votes.

In Lahti, on November 18, 2011

VAAHTO GROUP PLC OYJ

Board of Directors

Appendix to minutes of meeting, list of votes

Download the list of votes here

Auditors’ 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 August, 2011. The financial statements comprise the consolidated balance sheet, income statement, cash flow statement, statement of changes in equity and notes to the consolidated financial statements, as well as the parent company’s balance sheet, income statement, cash flow statement and notes to the financial statements.

The responsibility of the Board of Directors and the Managing Director

The Board of Directors and the Managing Director are responsible for the preparation of the financial statements and the report of the Board of Directors and for the fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU, as well as for the fair presentation of the parent company’s financial statements and the report of the Board of Directors in accordance with 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 perform an audit in accordance with good auditing practice in Finland, and to express an opinion on the parent company’s financial statements, on the consolidated financial statements and on the report of the Board of Directors based on our audit. Good auditing practice requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance 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 and the Managing Director have complied with the Limited Liability Companies Act.

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 of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. 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.

The audit was performed in accordance with good auditing practice in Finland. 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, together with the consolidated financial statements included therein, and the report of the Board of Directors give a true and fair view of the financial performance and financial position of the company 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.

Lahti, December 16, 2011

Ernst & Young Oy
Authorized Public Accountant Firm

Panu Juonala
Authorized Public Accountan

PROPOSALS FOR THE ANNUAL GENERAL MEETING DECEMBER 12, 2011
– – –

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

The Board of Directors 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 1,000,000 shares. The maximum number in the proposed authorization concerning the shares corresponds roughly to 33% of all of the company’s shares.

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 December 31, 2012, unless the Annual General Meeting amends or cancels the authorization before that. The share issue authorization granted by the Annual General Meeting on 14 December 2010 will expire at the end of this Annual General Meeting.