THE ANNUAL GENERAL MEETING DECEMBER 14, 2010

The Annual General Meeting of Vaahto Group Plc Oyj on December 14, 2010, has decided to accept the Board of Directors’ proposal that no dividend for the fiscal period September 1, 2009 – August 31, 2010 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

Antti Vaahto

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 on the combination of the company’s two share classes through an amendment to the Articles of Asociation and on the directed free share issue to the holders of class K shares.

The Annual General Meeting also resolved in accordance with the Board of Directors’ proposal to authorize the Board to decide on an issue of maximum 300,000 new shares.

INVITATION TO THE ANNUAL GENERAL MEETING

Vaahto Group Plc Oyj shareholders are hereby notified that the Annual General Meeting will be held on Tuesday, December 14, 2010, 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, 2009 – August 31, 2010, 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 dividends be paid for the September 1, 2009 – August 31, 2010, 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

11. Resolution on the number of Board members

The Board proposes that the Annual General Meeting confirm that the number of Board members be five (5).

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, Antti Vaahto 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. Proposal for combination of the share classes through an amendment to the Articles of Association and a related free share issue

The Board proposes to the Annual General Meeting that the company’s two share classes be combined such that the company will have only one share class after the combination. Each share would confer one vote on its holder and entail equal rights in all other respects, too. Combination of the share classes involves a directed free share issue to owners of K-class shares and amendment of the Articles of Association. The Board’s proposals, which are detailed below, constitute a whole that requires approval of all of its parts.

Combination of the share classes and the related directed free share issue will clarify the company’s ownership structure and unify the rights related to company shares. The arrangement is expected to add to the interest shown in the company’s shares and increase the company’s share-related liquidity. We also believe that clarification of the ownership structure will improve the possibilities for using the company’s share capital in the acquisition of financing.

Shareholders who represent more than two thirds of the company’s class-A shares and shareholders who represent more than two thirds of the company’s class-K shares have reported, in writing, that they support this proposal of the Board and intend to vote for it.

The Board of Directors has acquired a statement (a so-called fairness opinion) from Advium Corporate Finance Oy specifying that the ratio of the share class combination is financially fair for the owners of the company’s class-A and class-K shares. The company’s auditor, public auditing firm Ernst & Young, has issued a statement saying that the grounds for deviation from the shareholders’ privilege in the directed free share issue are in accordance with the Companies Act.

The Board makes the following proposal to the Annual General Meeting:

Combination of the share classes

The Board proposes to the Annual General Meeting that the company’s share classes be combined such that provisions in the Articles of Association concerning the share classes shall be removed in the manner described below. After the combination of the share classes, the company will have only one class of shares, with each share conferring one vote and all conferring equal rights on the holder. The record date for the combination of the share classes is December 17, 2010. Shares converted in connection with the combination of the share classes will be entered in the book-entry system, and an application will be made to have the shares publicly traded on or around December 21, 2010. Combination of the share classes as decided upon by the Annual General Meeting does not require any further action on the part of the shareholders.

A directed free share issue

The Board proposes that, with regard to the combination of the share classes, a free share issue be directed at the owners of the class-K shares such that, in deviation from the shareholders’ privilege, two (2) new shares shall be given, free of charge, to the holders of class-K shares for every 25 (twenty-five) class-K shares they own. On the basis of the combination of the share classes and the directed free share issue, ownership of 25 (twenty-five) class-K shares shall be converted to ownership of 27 (twenty-seven) shares in the company.

The right to receive new shares shall belong to such owners of class-K shares as own a class-K share on the record date. The new shares will be distributed to the owners of class-K shares in proportion to their ownership and registered directly in the appropriate book-entry account on the basis of the information on the record date and in accordance with the regulations and practices observed in the book-entry system.

Insofar as the number of class-K shares owned by a holder of such shares is not divisible by 25 (twenty-five), the shares constituted on the basis of the remainders will be issued for sale, in the manner determined specifically by the Board of Directors and in accordance with an agreement between the company and Nordea Pankki Suomi Oyj, on behalf of those holders of class-K shares whose number of class-K shares is not divisible by 25 (twenty‑five). The directed free share issue authorized by the Annual General Meeting does not require any further action on the part of the shareholders.

No more than 113,564 (one hundred thirteen thousand, five hundred sixty-four) new shares will be issued in the directed free share issue. The new shares will confer rights on shareholders from the moment of registration in the Trade Register. The Board of Directors is entitled to decide on the terms and practical matters related to the directed free share issue.

Amendments to the Articles of Association

The Board proposes that the Annual General Meeting decide to remove the provisions concerning different classes of shares from Article 3 of the Articles of Association.

16. 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, either for a fee or free of charge. The number of new shares issued would be no more than 300,000 (three hundred thousand). The maximum number for the proposed authorization concerning the shares corresponds roughly to 10 (ten) percent of the total number of shares in the company after the combination of share classes A and K.

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, 2011, unless the Annual General Meeting amends or cancels the authorization before that.

17. 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 23, 2010. 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 28, 2010.

C. INSTRUCTIONS FOR PARTICIPANTS in the MEETING

1. The right to participate and registration

Every shareholder who on December 1, 2010, 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 9, 2010, before 4:00pm. 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, December 1, 2010. Notification concerning temporary registration must be made no later than on December 9, 2010, before 10:00am. 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 16, 2010, the company has, in total, 1,452,751 (one million, four hundred fifty-two thousand, seven hundred fifty-one) class-A shares, conferring, in total, that same number of votes at the Annual General Meeting, and 1,419,551 (one million, four hundred nineteen thousand, five hundred fifty-one) class-K shares, which, in sum, confer on their holders, in total, 28,391,020 (twenty-eight million, three hundred ninety-one thousand, twenty) votes at the AGM. In all, on the date of the summons, the company has 2,872,302 (two million, eight hundred seventy-two thousand, three hundred two) shares, conferring, in total, 29,843,771 (twenty-nine million, eight hundred forty-three thousand, seven hundred seventy-one) votes.

In Lahti, on November 16, 2010

VAAHTO GROUP PLC OYJ

Board of Directors

PROPOSALS FOR THE ANNUAL GENERAL MEETING DECEMBER 14, 2010

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, 2009 – August 31, 2010, 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 number of Board members

The Board proposes that the Annual General Meeting confirm that the number of Board members shall be five (5).

3. Election of Board members

Shareholders with at least 10% (ten percent) of the number of votes, as determined by the number of shares, have informed the Board that they intend to nominate Rainer Häggblom, Reijo Järvinen, Topi (Toivo Matti) Karppanen, Antti Vaahto and Mikko Vaahto as Board members for the term expiring at the end of the following Annual General Meeting.

4. Resolution on the remuneration of the auditor

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

5. 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.

6. Proposal for combination of the share classes through an amendment to the Articles of Association and a related free share issue

According to the Articles of Association, the company’s shares are divided into class-K and class-A shares, which differ from each other as far as voting rights are concerned such that a class-K share confers 20 (twenty) votes on its holder and a class-A share one vote. There are 1,419,551 (one million, four hundred nineteen thousand, five hundred fifty-one) class-K shares and 1,452,751 (one million, four hundred thousand fifty-two, seven hundred fifty-one) class-A shares. Both classes of shares are traded publicly at NASDAQ OMX Helsinki Oy.

The Board proposes to the Annual General Meeting that the company’s two share classes be combined such that the company will have only one share class after the combination. Each share would confer on its holder one vote, with all shares conferring equal rights in all other respects, too. Combination of the share classes involves a directed free share issue to owners of class-K shares and amendment of the Articles of Association. The Board’s proposals, which are detailed below, constitute a whole that requires approval of all of its parts.

Combination of the share classes and the related directed free share issue will clarify the company’s ownership structure and unify the rights related to company shares. The arrangement is expected to add to the interest shown in the company’s shares and increase the amount of liquidity associated with the share capital. We also believe that clarification of the ownership structure will improve our options for use of the company’s shares in the acquisition of financing.

Shareholders who represent more than two thirds of the company’s class-A shares and shareholders who represent more than two thirds of the company’s class-K shares have reported, in writing, that they support this proposal by the Board and intend to vote for it.

The Board of Directors has acquired a statement (a so-called fairness opinion) from Advium Corporate Finance Oy specifying that the ratio of the share class combination is financially fair for the owners of the company’s class-A and class-K shares. The company’s auditor, public auditing firm Ernst & Young, has issued a statement saying that the grounds for deviation from the shareholders’ privilege in a directed free share issue are in accordance with the Companies Act.

The Board proposes the following course of action for the Annual General Meeting:

Combination of the share classes

The Board proposes to the Annual General Meeting that the company’s share classes be combined such that the provisions in the Articles of Association concerning the share classes be removed in the manner described below. After the combination of the share classes, the company will have only one class of shares, with each share conferring one vote and the same rights as any other share in the company. The record date of the combination of the share classes will be December 17, 2010. Shares converted in connection with the combination of the share classes will be entered in the book-entry system, and an application will be made to have the shares publicly traded on or around December 21, 2010. Combination of the share classes as decided upon by the Annual General Meeting does not require any further action on the part of the shareholders.

Directed free share issue

The Board proposes that, with regard to the combination of the share classes, a free share issue be directed at the owners of the class-K shares such that, in deviation from the shareholders’ privilege, two new shares be given, free of charge, to the holders of class-K shares for each 25 (twenty-five) class-K shares they own. On the basis of the combination of the share classes and the directed free share issue, ownership of 25 (twenty-five) class-K shares is converted into ownership of 27 (twenty-seven) shares in the company.

The right to receive new shares shall belong to owners of class-K shares who own a class-K share on the record date. The new shares will be distributed to the owners of the class-K shares in proportion to their ownership and registered directly in the appropriate book-entry account on the basis of the information on the record date and in accordance with the regulations and practices observed in the book-entry system.

Insofar as the number of class-K shares owned by a holder of such shares is not divisible by 25 (twenty-five), the shares constituted on the basis of the remainders will be issued for sale, in the manner determined specifically by the Board of Directors and in accordance with an agreement between the company and Nordea Bank Finland Ltd, on behalf of those holders of class-K shares whose number of class-K shares is not divisible by 25 (twenty-five). The directed free share issue authorized by the Annual General Meeting does not require any further action on the part of the shareholders.

No more than 113,564 (one hundred thirteen thousand, five hundred sixty-four) new shares will be issued in the directed free share issue. The new shares will confer shareholder’s rights as of the moment their details are registered in the Trade Register. The Board of Directors is entitled to decide on the terms and practical matters related to the directed free share issue.

When considering the grounds for the directed free share issue, the Board of Directors has taken into account that (i) listed companies both in Finland and abroad are increasingly moving toward the use of one class of shares, and combination of the share classes is expected to improve the liquidity associated with the company’s shares; (ii) combining the share classes in accordance with the Board’s proposal would decrease the number of current class-K shares from the equivalent of approximately 95.1% (ninety-five and one tenth percent) to approximately 51.3% (fifty-one and three tenths percent) and, correspondingly, increase that of current class-A shares from representing approximately 4.9% (four and nine tenths percent) to approximately 48.6% (forty-eight and six tenths percent); (iii) the premium to be given to class-K shares’ owners in connection with the combination is fair and corresponds to (is slightly below) the difference between the market prices of class-K and class-A shares in the long term; and (iv) the dilution effect of the proposed directed share issue on ownership by holders of class-A shares would be approximately 3.8% (three and eight tenths percent), which must also be deemed reasonable in connection with the combination of the share classes.

In the Board’s opinion, combining the share classes would promote the interests of the company and all of its shareholders. The Board finds, considering what was stated above, that there exists particularly weighty financial reason for the directed free share issue related to the combination of the share classes as far as the company and the interests of all of the company’s shareholders are concerned.

The Board finds that combination of the share classes and the related directed free share issue would bring such benefits for the class-A shares’ holders and the company as correspond to the benefit received by the holders of class-K shares in the directed free share issue. In the opinion of the Board of Directors, combination of the share classes and the related directed free share issue can be deemed fair with regard to the company and all of its shareholders.

The Board of Directors has acquired a statement (a so-called fairness opinion) from Advium Corporate Finance Oy specifying that the ratio of the share class combination is financially fair for the owners of the company’s class-A and class-K shares. The company’s auditor, Ernst & Young, has issued a statement saying that the grounds for deviation from the shareholders’ privilege in a directed free share issue are in accordance with the Companies Act.

Amendments to the Articles of Association

The Board proposes that the Annual General Meeting decide to remove the Article 3 of the Articles of Association of the company, which include the provisions concerning different classes of shares as well as the provisions concerning minimum and maximum capital and nominal values of the shares. The numbers in the Articles of Association is proposed be amended correspondingly. The amended Articles of Association in their entirety is attached.

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 300,000 (three hundred thousand) shares. The maximum number in the proposed authorization concerning the shares corresponds roughly to 10% (ten percent) of all of the company’s shares after the combination of the class-A and class-K 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, 2011, unless the Annual General Meeting amends or cancels the authorization before that.

APPENDIX Amended Articles of Association in their entirety

Proposal by the Board of Directors for the Content of the Articles of Association of Vaahto Group Plc Oyj, November 16, 2010

Article 1 The business name of the company is Vaahto Group Plc Oyj, and its domicile is Hollola.

Article 2 The company’s line of business is the metal industry and trade in metal industry products in Finland and abroad. As part of its line of business, the company also attends to the administration and financing of companies belonging to Vaahto Group. The company also handles the organization, financing, accounting, office services, and purchasing and sales functions of Group companies as well as other administration services for the Group. The company may acquire patents and other rights on behalf of the Group and provide consulting services; own and control real estate and shares in real-estate corporations; carry out renting and other leasing operations; and invest its assets in stocks, securities, and other money market instruments. The company may carry out the operations mentioned above either directly or through subsidiaries and affiliated companies.

Article 3 The company’s shares belong to the book-entry system.

Article 4 The company has a Board of Directors that comprises no fewer than three and no more than six members. The term of a Board member ends at the end of the first full Annual General Meeting after the election.

The chairman and vice-chairman of the Board are selected by the Board from among its members. The company’s CEO cannot be chairman of the Board.

Article 5 The company has a CEO, selected by the Board of Directors.

Article 6 The company is represented by the chairman of the Board of Directors and the CEO, both of them together with a Board member.

The Board decides on issuance and cancellation of procurations. Procurations can be issued such that a holder of procuration represents the company alone or jointly with another holder of procuration or a Board member.

Article 7 The company has one auditor, which must be an auditing firm certified by the Central Chamber of Commerce of Finland.

The auditor’s term covers the fiscal year during which the election was held, and the duty ends at the end of the first full Annual General Meeting after said election.

Article 8 The company’s fiscal year ends on September 1 and ends on August 31.

Article 9 According to the Board’s decision, an Annual General Meeting can be held at the company’s domicile, or in Helsinki or Lahti.

A summons to an Annual General Meeting shall be published no earlier than three months and no later than three weeks before the meeting, yet always taking into account the stipulations of the Companies Act concerning the summons dates, on the company’s Web site and in any other manner determined by the Board of Directors.

In order to be able to participate in the Annual General Meeting, a shareholder must register for this within the time mentioned in the summons, which must end no sooner than 10 days before the meeting.

Article 10 The Annual General Meeting must be held no more than six months after the end of the fiscal year.

At the Annual General Meeting,

the following documents must be presented:

1. the financial statements, the consolidated financial statements, and the annual report

2. the auditor’s report

decisions on the following must be made:

3. verification of the financial statements and the consolidated financial statements

4. disposal of the profit shown on the balance sheet

5. discharge of the Board members and the CEO from liability

6. the fees of the Board members and the auditor

7. the number of the Board members

the following officers must be elected:

8. the members of the Board

9. the auditor.

Information Concerning the Persons Proposed to Members of the Board

Topi (Toivo Matti) Karppanen, s. 1956, M.Sc.(Tech.)

Coninor Ltd, Managing Partner

IMP Industrial Marketing Ltd, Managing Partner

Previous work experience:

Larox Oyj and Larox Group, President & CEO, 2000-2009

Larox Oyj and Larox Group, Executive Vice President, Marketing & Sales, 1991-2000

Minutes of Annual General Meeting of Vaahto Group Plc Oyj December 14, 2010

Vaahto Group Plc Oyj                                                                         Minutes 2 / 2010

0520181-3

 

ANNUAL GENERAL MEETING

 

Time December 14, 2010, 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, Vice Chairman of the Board Rainer Häggblom, member of the Board Reijo Järvinen, member of the Board Antti Vaahto, member of the Board Mikko Vahto, CEO Anssi Klinga, auditor Panu Juonala, Tpoi (Toivo Matti) Karppanen (who ran for Board membership), and some technical personnel.

1. Opening of the meeting

The meeting was opened by Rainer Häggblom, Vice 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 Jouni Ukkonen 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 in Helsingin Sanomat on November 19, 2010 and the notice had been published as a stock exchange release on November 16, 2010, 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, 14 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, 2.350.210 shares and 25.310.456 votes were represented at the meeting, constituting 81.8% of the company’s shares and 84.8% 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, 2009 – August 31, 2010, 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 23, 2010, 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 noted that, in the printed financial statements is a mistake in page 34: the total amount of the parent company’s managements salaries and benefits is incorrect.

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, 2009 – August 31, 2010, 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, 2009 – August 31, 2010, 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 five.

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, Antti Vaahto, 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. Proposal for combination of the share classes through an amendment to the Articles of Association and a related free share issue

It was noted that, the Board proposes to the Annual General Meeting that

1. the company’s A and K share classes be combined such that the company will have only one share class after the combination, and each share would confer on its holder one vote, with all shares conferring equal rights in all other respects, too;

2. directed free share issue to the owners of K-class shares;

3. amendments to the Articles of Association.

It was also noted that, the Board’s proposals constitute a whole that requires approval of all of its parts, and shareholders who represent more than two thirds of the company’s class-A shares and shareholders who represent more than two thirds of the company’s class-K shares have reported, in writing, that they support this proposal by the Board and intend to vote for it.

It was also noted that, the Board’s proposals has been available for inspection by shareholders since November 23, 2010, in addition at the Annual General Meeting.

In accordance with the Board’s proposal (Appendix 5), the decision was made to combine the share classes of the company by amending the Articles of Association and the directed free share issue related to the combination.

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

In accordance with the Board’s proposal (Appendix 6), 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 300,000 shares.

The authorization is in effect until December 31, 2011, unless the Annual General Meeting amends or cancels the authorization before that.

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 28, 2010, at the latest.

The chairman closed the meeting.

Signed by

Leena Junninen

secretary

Confirmed by

Johan Aalto
chairman

Ritva Koivisto
examiner of the minutes

Jouni Ukkonen
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 6

6. Proposals for the Annual General Meeting, item 7.

INVITATION TO THE ANNUAL GENERAL MEETING

Vaahto Group Plc Oyj shareholders are hereby notified that the Annual General Meeting will be held on Tuesday, December 14, 2010, 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, 2009 – August 31, 2010, 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 dividends be paid for the September 1, 2009 – August 31, 2010, 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

11. Resolution on the number of Board members

The Board proposes that the Annual General Meeting confirm that the number of Board members be five (5).

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, Antti Vaahto 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. Proposal for combination of the share classes through an amendment to the Articles of Association and a related free share issue

The Board proposes to the Annual General Meeting that the company’s two share classes be combined such that the company will have only one share class after the combination. Each share would confer one vote on its holder and entail equal rights in all other respects, too. Combination of the share classes involves a directed free share issue to owners of K-class shares and amendment of the Articles of Association. The Board’s proposals, which are detailed below, constitute a whole that requires approval of all of its parts.

Combination of the share classes and the related directed free share issue will clarify the company’s ownership structure and unify the rights related to company shares. The arrangement is expected to add to the interest shown in the company’s shares and increase the company’s share-related liquidity. We also believe that clarification of the ownership structure will improve the possibilities for using the company’s share capital in the acquisition of financing.

Shareholders who represent more than two thirds of the company’s class-A shares and shareholders who represent more than two thirds of the company’s class-K shares have reported, in writing, that they support this proposal of the Board and intend to vote for it.

The Board of Directors has acquired a statement (a so-called fairness opinion) from Advium Corporate Finance Oy specifying that the ratio of the share class combination is financially fair for the owners of the company’s class-A and class-K shares. The company’s auditor, public auditing firm Ernst & Young, has issued a statement saying that the grounds for deviation from the shareholders’ privilege in the directed free share issue are in accordance with the Companies Act.

The Board makes the following proposal to the Annual General Meeting:

Combination of the share classes

The Board proposes to the Annual General Meeting that the company’s share classes be combined such that provisions in the Articles of Association concerning the share classes shall be removed in the manner described below. After the combination of the share classes, the company will have only one class of shares, with each share conferring one vote and all conferring equal rights on the holder. The record date for the combination of the share classes is December 17, 2010. Shares converted in connection with the combination of the share classes will be entered in the book-entry system, and an application will be made to have the shares publicly traded on or around December 21, 2010. Combination of the share classes as decided upon by the Annual General Meeting does not require any further action on the part of the shareholders.

A directed free share issue

The Board proposes that, with regard to the combination of the share classes, a free share issue be directed at the owners of the class-K shares such that, in deviation from the shareholders’ privilege, two (2) new shares shall be given, free of charge, to the holders of class-K shares for every 25 (twenty-five) class-K shares they own. On the basis of the combination of the share classes and the directed free share issue, ownership of 25 (twenty-five) class-K shares shall be converted to ownership of 27 (twenty-seven) shares in the company.

The right to receive new shares shall belong to such owners of class-K shares as own a class-K share on the record date. The new shares will be distributed to the owners of class-K shares in proportion to their ownership and registered directly in the appropriate book-entry account on the basis of the information on the record date and in accordance with the regulations and practices observed in the book-entry system.

Insofar as the number of class-K shares owned by a holder of such shares is not divisible by 25 (twenty-five), the shares constituted on the basis of the remainders will be issued for sale, in the manner determined specifically by the Board of Directors and in accordance with an agreement between the company and Nordea Pankki Suomi Oyj, on behalf of those holders of class-K shares whose number of class-K shares is not divisible by 25 (twenty‑five). The directed free share issue authorized by the Annual General Meeting does not require any further action on the part of the shareholders.

No more than 113,564 (one hundred thirteen thousand, five hundred sixty-four) new shares will be issued in the directed free share issue. The new shares will confer rights on shareholders from the moment of registration in the Trade Register. The Board of Directors is entitled to decide on the terms and practical matters related to the directed free share issue.

Amendments to the Articles of Association

The Board proposes that the Annual General Meeting decide to remove the provisions concerning different classes of shares from Article 3 of the Articles of Association.

16. 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, either for a fee or free of charge. The number of new shares issued would be no more than 300,000 (three hundred thousand). The maximum number for the proposed authorization concerning the shares corresponds roughly to 10 (ten) percent of the total number of shares in the company after the combination of share classes A and K.

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, 2011, unless the Annual General Meeting amends or cancels the authorization before that.

17. 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 23, 2010. 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 28, 2010.

C. INSTRUCTIONS FOR PARTICIPANTS in the MEETING

1. The right to participate and registration

Every shareholder who on December 1, 2010, 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 9, 2010, before 4:00pm. 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, December 1, 2010. Notification concerning temporary registration must be made no later than on December 9, 2010, before 10:00am. 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 16, 2010, the company has, in total, 1,452,751 (one million, four hundred fifty-two thousand, seven hundred fifty-one) class-A shares, conferring, in total, that same number of votes at the Annual General Meeting, and 1,419,551 (one million, four hundred nineteen thousand, five hundred fifty-one) class-K shares, which, in sum, confer on their holders, in total, 28,391,020 (twenty-eight million, three hundred ninety-one thousand, twenty) votes at the AGM. In all, on the date of the summons, the company has 2,872,302 (two million, eight hundred seventy-two thousand, three hundred two) shares, conferring, in total, 29,843,771 (twenty-nine million, eight hundred forty-three thousand, seven hundred seventy-one) votes.

In Lahti, on November 16, 2010

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, 2010. 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 17, 2010

Ernst & Young Oy
Authorized Public Accountant Firm

Panu Juonala
Authorized Public Accountant

PROPOSALS FOR THE ANNUAL GENERAL MEETING DECEMBER 14, 2010
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6. Proposal for combination of the share classes through an amendment to the Articles of Association and a related free share issue

According to the Articles of Association, the company’s shares are divided into class-K and class-A shares, which differ from each other as far as voting rights are concerned such that a class-K share confers 20 (twenty) votes on its holder and a class-A share one vote. There are 1,419,551 (one million, four hundred nineteen thousand, five hundred fifty-one) class-K shares and 1,452,751 (one million, four hundred thousand fifty-two, seven hundred fifty-one) class-A shares. Both classes of shares are traded publicly at NASDAQ OMX Helsinki Oy.

The Board proposes to the Annual General Meeting that the company’s two share classes be combined such that the company will have only one share class after the combination. Each share would confer on its holder one vote, with all shares conferring equal rights in all other respects, too. Combination of the share classes involves a directed free share issue to owners of class-K shares and amendment of the Articles of Association. The Board’s proposals, which are detailed below, constitute a whole that requires approval of all of its parts.

Combination of the share classes and the related directed free share issue will clarify the company’s ownership structure and unify the rights related to company shares. The arrangement is expected to add to the interest shown in the company’s shares and increase the amount of liquidity associated with the share capital. We also believe that clarification of the ownership structure will improve our options for use of the company’s shares in the acquisition of financing.

Shareholders who represent more than two thirds of the company’s class-A shares and shareholders who represent more than two thirds of the company’s class-K shares have reported, in writing, that they support this proposal by the Board and intend to vote for it.

The Board of Directors has acquired a statement (a so-called fairness opinion) from Advium Corporate Finance Oy specifying that the ratio of the share class combination is financially fair for the owners of the company’s class-A and class-K shares. The company’s auditor, public auditing firm Ernst & Young, has issued a statement saying that the grounds for deviation from the shareholders’ privilege in a directed free share issue are in accordance with the Companies Act.

The Board proposes the following course of action for the Annual General Meeting:

Combination of the share classes

The Board proposes to the Annual General Meeting that the company’s share classes be combined such that the provisions in the Articles of Association concerning the share classes be removed in the manner described below. After the combination of the share classes, the company will have only one class of shares, with each share conferring one vote and the same rights as any other share in the company. The record date of the combination of the share classes will be December 17, 2010. Shares converted in connection with the combination of the share classes will be entered in the book-entry system, and an application will be made to have the shares publicly traded on or around December 21, 2010. Combination of the share classes as decided upon by the Annual General Meeting does not require any further action on the part of the shareholders.

Directed free share issue

The Board proposes that, with regard to the combination of the share classes, a free share issue be directed at the owners of the class-K shares such that, in deviation from the shareholders’ privilege, two new shares be given, free of charge, to the holders of class-K shares for each 25 (twenty-five) class-K shares they own. On the basis of the combination of the share classes and the directed free share issue, ownership of 25 (twenty-five) class-K shares is converted into ownership of 27 (twenty-seven) shares in the company.

The right to receive new shares shall belong to owners of class-K shares who own a class-K share on the record date. The new shares will be distributed to the owners of the class-K shares in proportion to their ownership and registered directly in the appropriate book-entry account on the basis of the information on the record date and in accordance with the regulations and practices observed in the book-entry system.

Insofar as the number of class-K shares owned by a holder of such shares is not divisible by 25 (twenty-five), the shares constituted on the basis of the remainders will be issued for sale, in the manner determined specifically by the Board of Directors and in accordance with an agreement between the company and Nordea Bank Finland Ltd, on behalf of those holders of class-K shares whose number of class-K shares is not divisible by 25 (twenty-five). The directed free share issue authorized by the Annual General Meeting does not require any further action on the part of the shareholders.

No more than 113,564 (one hundred thirteen thousand, five hundred sixty-four) new shares will be issued in the directed free share issue. The new shares will confer shareholder’s rights as of the moment their details are registered in the Trade Register. The Board of Directors is entitled to decide on the terms and practical matters related to the directed free share issue.

When considering the grounds for the directed free share issue, the Board of Directors has taken into account that (i) listed companies both in Finland and abroad are increasingly moving toward the use of one class of shares, and combination of the share classes is expected to improve the liquidity associated with the company’s shares; (ii) combining the share classes in accordance with the Board’s proposal would decrease the number of current class-K shares from the equivalent of approximately 95.1% (ninety-five and one tenth percent) to approximately 51.3% (fifty-one and three tenths percent) and, correspondingly, increase that of current class-A shares from representing approximately 4.9% (four and nine tenths percent) to approximately 48.6% (forty-eight and six tenths percent); (iii) the premium to be given to class-K shares’ owners in connection with the combination is fair and corresponds to (is slightly below) the difference between the market prices of class-K and class-A shares in the long term; and (iv) the dilution effect of the proposed directed share issue on ownership by holders of class-A shares would be approximately 3.8% (three and eight tenths percent), which must also be deemed reasonable in connection with the combination of the share classes.

In the Board’s opinion, combining the share classes would promote the interests of the company and all of its shareholders. The Board finds, considering what was stated above, that there exists particularly weighty financial reason for the directed free share issue related to the combination of the share classes as far as the company and the interests of all of the company’s shareholders are concerned.

The Board finds that combination of the share classes and the related directed free share issue would bring such benefits for the class-A shares’ holders and the company as correspond to the benefit received by the holders of class-K shares in the directed free share issue. In the opinion of the Board of Directors, combination of the share classes and the related directed free share issue can be deemed fair with regard to the company and all of its shareholders.

The Board of Directors has acquired a statement (a so-called fairness opinion) from Advium Corporate Finance Oy specifying that the ratio of the share class combination is financially fair for the owners of the company’s class-A and class-K shares. The company’s auditor, Ernst & Young, has issued a statement saying that the grounds for deviation from the shareholders’ privilege in a directed free share issue are in accordance with the Companies Act.

Amendments to the Articles of Association

The Board proposes that the Annual General Meeting decide to remove the Article 3 of the Articles of Association of the company, which include the provisions concerning different classes of shares as well as the provisions concerning minimum and maximum capital and nominal values of the shares. The numbers in the Articles of Association is proposed be amended correspondingly. The amended Articles of Association in their entirety is attached.

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PROPOSALS FOR THE ANNUAL GENERAL MEETING DECEMBER 14, 2010
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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 300,000 (three hundred thousand) shares. The maximum number in the proposed authorization concerning the shares corresponds roughly to 10% (ten percent) of all of the company’s shares after the combination of the class-A and class-K 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, 2011, unless the Annual General Meeting amends or cancels the authorization before that.

Articles of Association of Vaahto Group Plc Oyj, since November 16, 2010

Article 1 The business name of the company is Vaahto Group Plc Oyj, and its domicile is Hollola.

Article 2 The company’s line of business is the metal industry and trade in metal industry products in Finland and abroad. As part of its line of business, the company also attends to the administration and financing of companies belonging to Vaahto Group. The company also handles the organization, financing, accounting, office services, and purchasing and sales functions of Group companies as well as other administration services for the Group. The company may acquire patents and other rights on behalf of the Group and provide consulting services; own and control real estate and shares in real-estate corporations; carry out renting and other leasing operations; and invest its assets in stocks, securities, and other money market instruments. The company may carry out the operations mentioned above either directly or through subsidiaries and affiliated companies.

Article 3 The company’s shares belong to the book-entry system.

Article 4 The company has a Board of Directors that comprises no fewer than three and no more than six members. The term of a Board member ends at the end of the first full Annual General Meeting after the election.

The chairman and vice-chairman of the Board are selected by the Board from among its members. The company’s CEO cannot be chairman of the Board.

Article 5 The company has a CEO, selected by the Board of Directors.

Article 6 The company is represented by the chairman of the Board of Directors and the CEO, both of them together with a Board member.

The Board decides on issuance and cancellation of procurations. Procurations can be issued such that a holder of procuration represents the company alone or jointly with another holder of procuration or a Board member.

Article 7 The company has one auditor, which must be an auditing firm certified by the Central Chamber of Commerce of Finland.

The auditor’s term covers the fiscal year during which the election was held, and the duty ends at the end of the first full Annual General Meeting after said election.

Article 8 The company’s fiscal year ends on September 1 and ends on August 31.

Article 9 According to the Board’s decision, an Annual General Meeting can be held at the company’s domicile, or in Helsinki or Lahti.

A summons to an Annual General Meeting shall be published no earlier than three months and no later than three weeks before the meeting, yet always taking into account the stipulations of the Companies Act concerning the summons dates, on the company’s Web site and in any other manner determined by the Board of Directors.

In order to be able to participate in the Annual General Meeting, a shareholder must register for this within the time mentioned in the summons, which must end no sooner than 10 days before the meeting.

Article 10 The Annual General Meeting must be held no more than six months after the end of the fiscal year.

At the Annual General Meeting,

the following documents must be presented:

1. the financial statements, the consolidated financial statements, and the annual report

2. the auditor’s report

decisions on the following must be made:

3. verification of the financial statements and the consolidated financial statements

4. disposal of the profit shown on the balance sheet

5. discharge of the Board members and the CEO from liability

6. the fees of the Board members and the auditor

7. the number of the Board members

the following officers must be elected:

8. the members of the Board

9. the auditor.