INVITATION TO THE ANNUAL GENERAL MEETING

Vaahto Group Plc Oyj shareholders are hereby notified that the Annual General Meeting will be held on Tuesday, April 14, 2015, starting at 13:00 at Sibelius Hall, Ankkurikatu 7, in the city of Lahti, Finland.

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 January 1, 2014 – December 31, 2014, 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 January 1, 2014 – December 31, 2014, 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: 36,000 euros to the chairman of the Board, 30,000 euros to the deputy chairman of the Board and 22,000 euros to each ordinary Board member.

11 Resolution on the number of Board members

12 Election of Board members

13 Resolution on the remuneration of the auditor

The Board proposes that the remuneration of the auditor be paid 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 Erkka Talvinko, CPA, as chief auditor.

15 Authorization of the Board of Directors to decide on an issue of shares as well as options and other special rights entitling to shares

The Board proposes that the Annual General Meeting authorize the Board to decide on an issue of new shares as well as option rights and other special rights entitling to shares referred to in Chapter 10 Section 1 of the Finnish Companies Act in one or several lots. The number of new shares issued would be no more than 10,000,000, including shares to be issued based on the special rights.

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

The authorization is proposed to be in effect until May 31, 2016, unless the General Meeting amends or cancels the authorization before that. The authorization does not replace the authorization granted by the Annual General Meeting on April 15, 2014.

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.vaahto.fi. Vaahto Group Plc Oyj’s annual report, including the company’s financial statements, consolidated financial statements, review by the Board, and auditor’s report, will be made available for inspection at the company’s head office in Lahti and on the aforementioned Web site no later than on March 24, 2015. 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 as of April 28, 2015.

C Instructions for Participants in the Meeting

1 The right to participate and registration

Every shareholder who on March 31, 2015, is registered as a shareholder in the list of shareholders kept by Euroclear Finland Ltd. has the right to participate in the Annual General Meeting. Every shareholder whose shares have been registered in his or her personal book-entry account is registered in the company’s share register.

All shareholders who wish to participate in the Annual General Meeting must register no later than on April 9, 2015, before 16:00. One may register for the Annual General Meeting in any of the following ways:

a) by placing a telephone call to +358 400 613 896;

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 possible assistant. Information disclosed by the shareholders to Vaahto Group Plc Oyj will be used solely in connection with the Annual General Meeting and related, necessary registrations.

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

2 Use of a representative and proxy

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

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

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

3 Owners of nominee-registered shares

Any shareholders whose shares are nominee-registered and who wish to participate in the Annual General Meeting must register temporarily in the company’s share register for participation in the Annual General Meeting. The owner of a nominee-registered share may participate in the Annual General Meeting if he or she is registered in the share register on the basis of share ownership on the Annual General Meeting’s record date, March 31, 2015. Notification concerning temporary registration must be made no later than on April 9, 2015, before 10:00. The registration of the owner of a nominee-registered share in the company’s share register for temporary registration is regarded as registration for the Annual General Meeting. Owners of nominee-registered shares are requested to ask their asset manager for the necessary instructions for registration in the share register, issuing of proxies, and registration for the Annual General Meeting.

4 Other information

On the date of the summons, March 20, 2015, the company has, in total, 5,977,360 shares, conferring, in total, 5,977,360 votes. In addition, the company has on February 15, 2015 decided to issue 10,000,000 new shares, which have not yet been registered with the Trade Register.

In Lahti, on March 20, 2015

VAAHTO GROUP PLC OYJ

Board of Directors

ANNUAL GENERAL MEETING

Time April 14, 2015 at 13:00

Place Sibelius Hall, Ankkurikatu 7, Lahti

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

Present were also the management of the company and technical personnel.

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

Calling of the meeting to order
Attorney Johan Aalto was elected as chairman of the meeting. The chairman invited Annika Salparanta to keep the minutes.

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

Election of the persons to confirm the minutes and to supervise the counting of votes
Ritva Koivisto and Seppo Kettunen were elected to confirm the minutes and to supervise the counting of votes.

Recording of the legal convening of the meeting and establishment of a quorum
It was noted that the notice of the meeting has been published in a stock exchange release on March 20, 2015 and it has been available on the company’s website as from the same day.

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

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

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

It was noted that, according to the list of votes, 9 shareholders were present at the beginning of the meeting, either in person or represented by a legal representative or by proxy. According to the list of votes, 8,756,551 shares and votes were represented at the meeting, constituting approximately 54.8 per cent of the company’s shares and votes.

The list of votes was adopted (Appendix 2).

  1. Presentation of the financial statements, consolidated financial statements, review by the Board, and auditor’s report for the January 1, 2014 – December 31, 2014, fiscal year

It was noted that, in accordance with the Companies Act, the annual report, including the company’s financial statements, consolidated financial statements, review by the Board, and auditor’s report, has been available for inspection by the shareholders at the company’s head office in Lahti as of March 20, 2015, in addition to which it was available on the company’s website and at the Annual General Meeting. The financial statements documents have also, upon request, been sent to shareholders.

The Chairman of the Board, Reijo Järvinen presented the financial statements and noted that the equity of the company was still negative and he presented measures to remedy the financial position of the company.

The financial statements were discussed.

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

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

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

It was resolved to verify the company’s financial statements and the consolidated financial statements for the January 1, 2014 – December 31, 2014, fiscal year.

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

It was resolved, in accordance with the Board’s proposal included in the notice of the meeting, that no dividend be paid for the January 1, 2014 – December 31, 2014, fiscal year and that the loss for the fiscal year be left in the profit and loss account.

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

It was noted that the discharge from liability for the January 1, 2014 – December 31 2014, fiscal year concerned the following persons:

  • Reijo Järvinen, the Chairman of the Board;
  • Sami Alatalo, member of the Board;
  • Mikko Vaahto, member of the Board;
  • Ari Viinikkala, the CEO (until January 15, 2014);
  • Vesa Alatalo, the CEO (until August 31, 2014); and
  • Topi (Toivo Matti) Karppanen, the CEO (from September 1, 2014) and member of the Board.

It was resolved to discharge the Board members and the CEO from liability for the January 1, 2014 – December 31 2014, fiscal year.

Resolution on the remuneration of the Board members
After discussion it was resolved, in accordance with the Board’s proposal included in the notice of the meeting, that the elected Board members shall receive the following fees as annual compensation:

  • 36,000 euros to the Chairman of the Board,
  • 30,000 euros to the Deputy Chairman of the Board, and
  • 22,000 euros to other Board members.
  1. Resolution on the number of Board members

It was resolved, in accordance with the shareholders’ proposal (Appendix 5), to confirm the number of Board members as three (3).

  1. Election of Board members

After discussion it was resolved, in accordance with the shareholders’ proposal (Appendix 5) to re-elect the current Board members Sami Alatalo and Topi (Toivo Matti) Karppanen and elect Mikko Kilpinen as new Board member for the term expiring at the closing of the of the subsequent Annual General Meeting. Reijo Järvinen and Mikko Vaahto had informed that they are no longer available for re-election.

  1. Resolution on the remuneration of the auditor

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

  1. Election of the auditor

It was resolved, in accordance with the Board’s proposal included in the notice of the meeting, to elect as the auditor Authorized Public Accountant firm Ernst & Young Oy, which has announced that it will appoint Erkka Talvinko, Authorized Public Accountant, as the chief auditor as for the term expiring at the closing of the first subsequent Annual General Meeting following the election.

  1. Authorization of the Board of Directors to decide on an issue of shares as well as options and other special rights entitling to shares

After discussion it was resolved, in accordance with the Board’s proposal included in the notice of the meeting, to authorize the Board to decide an issue of new shares as well as option rights and other special rights entitling to shares referred to in Chapter 10 Section 1 of the Finnish Companies Act in one or several lots. The number of new shares issued would be no more than 10,000,000, including shares to be issued based on the special rights.

The authorization is in effect until May 31, 2016, unless the General Meeting amends or cancels the authorization before that. The authorization does not replace the authorization granted by the Annual General Meeting on April 15, 2014.

It was further noted that the authorization granted by the Annual General Meeting on April 15, 2014 has been fully used.

  1. Closing of the meeting

It was noted that the minutes of the Annual General Meeting will, in accordance with the Companies Act, be available for inspection on the company’s website as from April 28, 2015 at the latest.

The chairman closed the meeting at 1.49 pm.

In fidem

ANNIKA SALPARANTA

Annika Salparanta

secretary

Approved

Johan Aalto

Johan Aalto

chairman

RITVA KOIVISTO

Ritva Koivisto

examiner of the minutes

SEPPO KETTUNEN

Seppo Kettunen

examiner of the minutes

Appendices

Appendix 1 Notice of the meeting

Appendix 2 List of votes

Appendix 3 Financial statements and review by the Board

Appendix 4 Auditor’s report

Appendix 5 Shareholders’ proposal to the Annual General Meeting

INVITATION TO THE ANNUAL GENERAL MEETING

Vaahto Group Plc Oyj shareholders are hereby notified that the Annual General Meeting will be held on Tuesday, April 14, 2015, starting at 13:00 at Sibelius Hall, Ankkurikatu 7, in the city of Lahti, Finland.

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 January 1, 2014 – December 31, 2014, 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 January 1, 2014 – December 31, 2014, 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: 36,000 euros to the chairman of the Board, 30,000 euros to the deputy chairman of the Board and 22,000 euros to each ordinary Board member.

11 Resolution on the number of Board members

12 Election of Board members

13 Resolution on the remuneration of the auditor

The Board proposes that the remuneration of the auditor be paid 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 Erkka Talvinko, CPA, as chief auditor.

15 Authorization of the Board of Directors to decide on an issue of shares as well as options and other special rights entitling to shares

The Board proposes that the Annual General Meeting authorize the Board to decide on an issue of new shares as well as option rights and other special rights entitling to shares referred to in Chapter 10 Section 1 of the Finnish Companies Act in one or several lots. The number of new shares issued would be no more than 10,000,000, including shares to be issued based on the special rights.

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

The authorization is proposed to be in effect until May 31, 2016, unless the General Meeting amends or cancels the authorization before that. The authorization does not replace the authorization granted by the Annual General Meeting on April 15, 2014.

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.vaahto.fi. Vaahto Group Plc Oyj’s annual report, including the company’s financial statements, consolidated financial statements, review by the Board, and auditor’s report, will be made available for inspection at the company’s head office in Lahti and on the aforementioned Web site no later than on March 24, 2015. 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 as of April 28, 2015.

C Instructions for Participants in the Meeting

1 The right to participate and registration

Every shareholder who on March 31, 2015, is registered as a shareholder in the list of shareholders kept by Euroclear Finland Ltd. has the right to participate in the Annual General Meeting. Every shareholder whose shares have been registered in his or her personal book-entry account is registered in the company’s share register.

All shareholders who wish to participate in the Annual General Meeting must register no later than on April 9, 2015, before 16:00. One may register for the Annual General Meeting in any of the following ways:

a) by placing a telephone call to +358 400 613 896;

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 possible assistant. Information disclosed by the shareholders to Vaahto Group Plc Oyj will be used solely in connection with the Annual General Meeting and related, necessary registrations.

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

2 Use of a representative and proxy

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

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

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

3 Owners of nominee-registered shares

Any shareholders whose shares are nominee-registered and who wish to participate in the Annual General Meeting must register temporarily in the company’s share register for participation in the Annual General Meeting. The owner of a nominee-registered share may participate in the Annual General Meeting if he or she is registered in the share register on the basis of share ownership on the Annual General Meeting’s record date, March 31, 2015. Notification concerning temporary registration must be made no later than on April 9, 2015, before 10:00. The registration of the owner of a nominee-registered share in the company’s share register for temporary registration is regarded as registration for the Annual General Meeting. Owners of nominee-registered shares are requested to ask their asset manager for the necessary instructions for registration in the share register, issuing of proxies, and registration for the Annual General Meeting.

4 Other information

On the date of the summons, March 20, 2015, the company has, in total, 5,977,360 shares, conferring, in total, 5,977,360 votes. In addition, the company has on February 15, 2015 decided to issue 10,000,000 new shares, which have not yet been registered with the Trade Register.

In Lahti, on March 20, 2015

VAAHTO GROUP PLC OYJ

Board of Directors

Vaahto Group Plc Oyj Annual General Meeting 14.4.2015

List of Votes

Number Name Shares Shares Shares Shares Votes
WAT1V WAT1VN0114 WAT1VN0115 total Total
127 HML Finance Oy 95 000 3 000 000 3 095 000 3 095 000
as proxy representative Juha Mäkihonko
266 Varma Mutual Insurance Pension Company 120 640 120 640 120 640
as proxy representative Erkki Pekkarinen
271 Kettunen Seppo 100 100 100
290 Koivisto Ritva 62 62 62
347 Laakkonen Hannu 1 000 000 1 000 000 1 000 000
as proxy representative Juha Mäkihonko
348 Laakkonen Mikko 1 000 000 3 000 000 4 000 000 4 000 000
as proxy representative Juha Mäkihonko
486 Mäkihonko Juha 10 000 10 000 10 000
811 Vaahto Antti 530 649 530 649 530 649
814 Vaahto Jukka 100 100 100
In the Meeting Total 756 551 2 000 000 6 000 000 8 756 551 8 756 551
54,8 % 54,8 %
In The Company Total 15 977 360 15 977 360

Auditors Report

 

PROPOSALS FOR THE ANNUAL GENERAL MEETING TO BE CONVENED On APRIL 14, 2015

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 January 1, 2014 – December 31, 2014, fiscal year. The Board also proposes that the loss for the fiscal year be left in the profit and loss account.

2. Resolution on the remuneration of the Board members
The Board proposes to the Annual General Meeting that the elected Board members shall receive the following fees as annual compensation: 36,000 euros to the chairman of the Board, 30,000 euros to the deputy chairman of the Board and 22,000 euros to each ordinary Board member.

3. Resolution on the number of Board members
The Board proposes that the Annual General Meeting confirm that the number of Board members be three (3).

4. Election of Board members
Shareholders holding at least ten (10) percent of the total number of votes attached to the shares have informed the Board that they propose that Sami Alatalo and Topi (Toivo Matti) Karppanen be re-elected as members of the Board. Reijo Järvinen and Mikko Vaahto have informed that they are no longer available for re-election. Therefore, the shareholders have informed that they propose that Mikko Kilpinen be elected as new member of the Board.

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

6. Election of the auditor

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

7. Authorization of the Board of Directors to decide on an issue of shares as well as options and other special rights entitling to shares
The Board proposes that the Annual General Meeting authorize the Board to decide on an issue of new shares as well as option rights and other special rights entitling to shares referred to in Chapter 10 Section 1 of the Finnish Companies Act in one or several lots. The number of new shares issued would be no more than 10,000,000, including shares to be issued based on the special rights.

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

The authorization is proposed to be in effect until May 31, 2016, unless the General Meeting amends or cancels the authorization before that. The authorization does not replace the authorization granted by the Annual General Meeting on April 15, 2014.