The Annual General Meeting December 16, 2009

The Annual General Meeting of Vaahto Group Plc Oyj, held December 16, 2009, has decided to accept the Board of Directors’ proposal that no dividend for the fiscal period September 1, 2008 – August 31, 2009 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 Seppo Jaatinen, Heikki Marttinen, Martti Unkuri, Antti Vaahto and Mikko Vaahto. CPA Corporation Ernst & Young Oy with Panu Juonala, CPA as the chief auditor was elected to act as company’s auditors. The Annual General Meeting decided to amend the Articles of Association as proposed by the Board of Directors as stated in the Articles of Association attached. The Articles of Association are amended due to the changes in Companies Act and technical reasons. All decisions in the meeting were unanimous.

The Board of Directors of Vaahto Group Plc Oyj has December 16, 2009 elected Seppo Jaatinen as the Chairman of the Board.

Invitation to the Annual General Meeting of Vaahto Group Plc Oyj

Vaahto Group Plc Oyj shareholders are hereby notified that the Annual General Meeting will be held on Wednesday, December 16, 2009, starting at 1pm at The Sibelius Hall, Ankkurikatu 7, City of Lahti.

A MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING

1. Opening of the meeting

2. Calling the meeting to order

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

4. Recording the legality of the meeting

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

6. Presentation of the annual accounts, the review by the board of directors and the auditor’s report for the fiscal period 1.9.2008–31.8.2009

7. Adoption of the annual accounts

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

The board of directors proposes that no dividends be paid and that the operating profit be transferred to the earnings account.

9. Resolution on the discharge of the members of the board of directors and the managing director from liability

10. Resolution on the remuneration of the members of the board of directors

The board of directors proposes that the members of the board be paid an annual remuneration as follows: the chairman of the board EUR 26.000 and other members of the board EUR 19.000.

11. Resolution on the number of members of the board of directors

The board of directors proposes that the number of members of the board of directors be confirmed at four (4).

12. Election of the members of the board

Shareholders that hold at least 10% of the votes of the company have announced to the board that they will propose that Seppo Jaatinen, Martti Unkuri, Antti Vaahto and Mikko Vaahto will be elected to the board of directors for the next mandate that ends in the end of the next Annual General Meeting.

13. Resolution on the remuneration of the auditors

The board of directors proposes that the auditors be reimbursed according to their invoice.

14. Election of auditor

The board of directors proposes that Authorized Public Accountants Ernst & Young Oy, with Authorized Public Accountant Panu Juonala as responsible auditor, be elected as the auditor of the company for the term that expires at the end of the next Annual General Meeting.

15. Resolution on the newspaper in which the invitation to the Annual General Meeting or Extraordinary General Meeting will be published

The board of directors proposes that the invitation to the next Annual General Meeting or Extraordinary General meeting will be published in nation-wide newspaper determined by the board of directors.

16. Amendment of the Articles of Association

The board of directors proposes that the Articles of Association be amended due to the changes in Companies Act and technical reasons in order to clarify the Articles of Association and to bring them to meet the present wording and orders of the Companies Act. The Board proposes that the Articles of Association 4§ and 6-12§ be amended. The amendment concerns among other things changing the number of auditors, the time and way of invitation to the shareholders’ meeting and the registration time as well as some other technical amendments.

17. Closing of the Meeting

B DOKUMENTS OF THE ANNUAL GENERAL MEETING

The above mentioned proposals of the board of directors as well as this invitation to the Annual General Meeting are available on Vaahto Group Plc Oyj’s website at www.vaahtogroup.fi. The Annual Report of Vaahto Group Plc Oyj, including the company’s annual accounts, the review by the board of directors and the auditor’s report, is available in the main office of the company and on the above mentioned website www.vaahtogroup.fi from November 25, 2009 onwards. The proposals of the board of directors and the annual accounts are also available at the meeting. Copies of these documents and of this invitation will be sent to shareholders upon request. The minutes of the meeting will be available on the above-mentioned website as from December 30, 2009.

C INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING

1. The right to participate and registration

In order to attend the Annual General Meeting, the shareholder must be registered as the company’s shareholders in company’s shareholder register maintained by Euroclear Finland Oy on December 4, 2009 at the latest. A shareholder, whose shares are registered on his/hers personal book-entry account, is registered in the shareholders’ register of the company.

A shareholder who wants to participate in the Annual general Meeting shall register for the meeting no later than December 11, 2009 before 4pm, at the latest, by giving a prior notice of participation. Such notice can be given:

a) by telephone +358 20 1880 355; or

b) by regular mail to address Vaahto Group Plc Oyj, PL 5, 15141 LAHTI, Finland. The registration must arrive before the end of the registration period.

In connection with the registration, a shareholder shall notify his/her name, personal or business identification number, address, telephone number and the name of a possible assistant. The personal data given to Vaahto Group Plc Oyj is used only in connection with the Annual General Meeting and with the processing of related registrations.

Pursuant to Chapter 5, section 25 of the Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the meeting.

2. Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting.

If the shareholder’s shares are recorded in more than one book-entry securities account, the shareholder has the right to use a different proxy representative for each book-entry securities account. In connection with the registration, the shareholder must state those shares which each different proxy representative represents.

Possible proxy documents should be delivered in originals to Vaahto Group Plc Oyj, PL 5, 15141 Lahti, Finland before the end of the registration period.

3. Holders of nominee registered shares

A shareholder holding nominee registered shares and wishing to attend the Annual General Meeting, should be notified for temporary entry into the shareholders’ register in order to attend the Annual General Meeting. A shareholder holding nominee registered shares has the right to participate in the Annual General Meeting provided that the shareholder had the right, on the basis of the same shares, to be recorded in the shareholders’ register on the record date of the meeting, December 4, 2009. The notification regarding the temporary entry must be done on the registration date of the meeting December 11, 2009, at the latest. A notification regarding temporary entry of a holder of nominee registered shares into the shareholders’ register is regarded as a notice of participation in the Annual General Meeting. A holder of nominee registered shares is advised to request necessary instructions regarding registration in the shareholders’ register of the company, the issuing of proxy documents and registration for the general meeting from his/her custodian bank.

4. Other information

On the date of this notice to the Annual General Meeting November 13, 2009, the company has a total of 1,452,751 Series A shares, representing a total 1,452,751 votes and a total 1,419,551 Series K shares, representing a total 28,391,020 votes. On the date of the notice to the Annual General Meeting the company has a total 2,872,302 shares representing a total 29,843,771 votes.

Lahti, November 17, 2009

VAAHTO GROUP PLC OYJ

The Board of Directors

Proposal by the Board of Directors for the Annual General Meeting convening on December 16, 2009, to amend the Articles of Association

The Board of Directors proposes that Article 4 and articles 6–12 be amended as follows:

1) Article 4, paragraph 2 shall be deleted because it is unnecessary. Bylaws related to the book-entry system need not be included in the Articles of Association; instead, they are derived directly from the Companies Act.

2) The bylaws concerning presence of a quorum, duties, and activities listed in articles 6 and 7 of the Articles of Association are to be deleted as unnecessary, because they are stipulated directly in the Companies Act. Furthermore, technical changes should be made to articles 6 and 7.

3) Article 8 of the Articles of Association is to be changed so that it corresponds to the terminology of the Companies Act, and the requirement that all Board members be present when the company’s procuration rights are determined should be deleted.

4) Article 9 of the Articles of Association is to be amended to match the current practice, according to which the company has one auditor, an auditing firm certified by the Central Chamber of Commerce of Finland. Furthermore, the bylaws in Article 9 that pertain to the deputy auditor shall be deleted as unnecessary.

5) The sequence of presentation of bylaws in articles 10–12 of the Articles of Association should be made clearer. It is also proposed that the prescriptions concerning the summons dates and method, registration date, and agenda of the Annual General Meeting be amended to match the Companies Act as currently in force and current practice, as far as content and terminology are concerned.

6) If the amendments referred to in this Board proposal are approved, we suggest that the numbers in the Articles of Association be amended correspondingly.

In Lahti, on November 17, 2009

VAAHTO GROUP PLC OYJ

Board of Directors

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 17, 2009

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 minimum capital is 2,800,000 euros and maximum capital 11,200,000 euros. Within these limits the capital stock may be increased or decreased without amendment to the Articles of Association.

The nominal value of each share is one euro.

The company may have class-A shares and class-K shares. There are at minimum 1,400,000 and at maximum 8,400,000 class-A shares, and there is a maximum of 2,800,000 class-K shares.

Each class-A share entitles the holder to one vote at shareholders’ meetings, and each class-K share entitles the holder to 20 votes. Shares of the two classes confer the right to equal dividends.

When the capital stock is increased, either shares of both classes or only class-A shares may be issued.

If, in an increase of the capital stock, shares of both classes are issued, holders of class-A shares shall have a preferential subscription right to class-A shares and holders of class-K shares to class-K shares. However, holders of class-A shares shall have a secondary subscription right to the class-K shares issued and holders of class-K shares, correspondingly, shall have a secondary subscription right to those class-A shares that have not been subscribed to on the basis of the primary subscription right.

If, in an increase of the capital stock, only class-A share are issued, holders of both classes of shares shall have a preferential subscription right to the new shares.

If the company is dissolved through a merger or for some other reason, holders of class-A and class-K shares shall, regardless of the fair values calculated on the basis of prices paid in public trading, have an identical and equal right to the merger compensation or other compensation paid as a consequence of the dissolution.

A class-K share may be converted into a class-A share at the shareholder’s demand or, where administratively registered shares are concerned, at the demand of the asset manager listed in the book-entry register, if such conversion can be done within the framework of the minimum and maximum numbers for the share classes.

Any conversion-related written demand addressed to the company must state the number of shares to be converted and the book-entry account where the book-entry securities corresponding to the shares have been registered.

The company shall report any changes following the conversion and related to the share class numbers to the trade register.

A demand for share conversion can be submitted at any time except after the Board of Directors has decided to convene a shareholder meeting. Any demand made between said decision and the shareholders’ meeting following it shall be deemed to have arrived, and will be heard, after the shareholder meeting and any ensuing balancing date.

A demand concerning conversion can be canceled until the notification of conversion has been entered in the trade register.

A class-K share shall be converted into a class-A share after the entry in the trade register has been made.

If necessary, the Board of Directors shall provide more detailed instructions on implementation of the conversion.

Article 4
The company’s shares belong to the book-entry system.

Article 5
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 6
The company has a CEO, selected by the Board of Directors.

Article 7
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 8 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 9
The company’s fiscal year begins on September 1 and ends on August 31.

Article 10
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 11
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

Minutes of Annual General Meeting of Vaahto Group Plc Oyj December 16, 2009

Vaahto Group Plc Oyj                                                                         Minutes 1 / 2009

0520181-3

ANNUAL GENERAL MEETING

 

Time December 16, 2009, 1:00pm
Place Sibelius Hall, Ankkurikatu 7, Lahti
Present Those present or represented at the meeting were the shareholders indicated in the list of votes approved during the meeting.Also present were Johan Aalto, Chairman of the Board Seppo Jaatinen, CEO Anssi Klinga, auditor Panu Juonala, Heikki Marttinen (who ran for Board membership), and some technical personnel.

1. Opening of the meeting

The meeting was opened by Seppo Jaatinen, Chairman of the Board.

2. Calling of the meeting to order

Attorney Johan Aalto was elected chairman of the meeting. The chairman invited Ritva Koivisto 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

Seppo Kettunen and Ari Vuorinen 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 21, 2009. In addition, the notice had been published as a stock exchange release on November 17, 2009, 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, 16 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, 24,860,577 shares and votes were represented at the meeting, constituting 83.3% of the company’s shares and 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, 2008 – August 31, 2009, 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 25, 2009, in addition to being available on the company’s Web site and at the Annual General Meeting. The financial statement documents have also been sent to shareholders on request.

It was recorded that the financial statements and review had been presented to the meeting (see Appendix 3).

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

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

It was decided to verify the company’s financial statements and the consolidated financial statements for the September 1, 2008 – August 31, 2009, 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, 2008 – August 31, 2009, 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, 2008 – August 31, 2009, 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: Seppo Jaatinen, Heikki Marttinen, Martti Unkuri, 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. Resolution on the newspaper in which the notice of the meeting is to be published

In accordance with the Board’s proposal, the decision was made to publish the notice of the meeting in the national newspaper determined by the Board.

16. Amendments to the Articles of Association

In accordance with the Board’s proposal, the decision was made to amend articles 4 and 6–12 of the company’s Articles of Association. The amendments made include changes in the number of auditors, the time and method of publication of the notice of the meeting, the registration deadline, and some other technical issues. The new, amended Articles of Association were provided with the minutes as Appendix 5.

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 30, 2009, at the latest.

The chairman closed the meeting at 1:50pm.

Signed by

Ritva Koivisto
secretary

Confirmed by

Johan Aalto
chairman

Seppo Kettunen
examiner of the minutes

Ari Vuorinen
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. Amended Articles of Association

Invitation to the Annual General Meeting of Vaahto Group Plc Oyj

Vaahto Group Plc Oyj shareholders are hereby notified that the Annual General Meeting will be held on Wednesday, December 16, 2009, starting at 1pm at The Sibelius Hall, Ankkurikatu 7, City of Lahti.

A MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING

1. Opening of the meeting

2. Calling the meeting to order

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

4. Recording the legality of the meeting

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

6. Presentation of the annual accounts, the review by the board of directors and the auditor’s report for the fiscal period 1.9.2008–31.8.2009

7. Adoption of the annual accounts

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

The board of directors proposes that no dividends be paid and that the operating profit be transferred to the earnings account.

9. Resolution on the discharge of the members of the board of directors and the managing director from liability

10. Resolution on the remuneration of the members of the board of directors

The board of directors proposes that the members of the board be paid an annual remuneration as follows: the chairman of the board EUR 26.000 and other members of the board EUR 19.000.

11. Resolution on the number of members of the board of directors

The board of directors proposes that the number of members of the board of directors be confirmed at four (4).

12. Election of the members of the board

Shareholders that hold at least 10% of the votes of the company have announced to the board that they will propose that Seppo Jaatinen, Martti Unkuri, Antti Vaahto and Mikko Vaahto will be elected to the board of directors for the next mandate that ends in the end of the next Annual General Meeting.

13. Resolution on the remuneration of the auditors

The board of directors proposes that the auditors be reimbursed according to their invoice.

14. Election of auditor

The board of directors proposes that Authorized Public Accountants Ernst & Young Oy, with Authorized Public Accountant Panu Juonala as responsible auditor, be elected as the auditor of the company for the term that expires at the end of the next Annual General Meeting.

15. Resolution on the newspaper in which the invitation to the Annual General Meeting or Extraordinary General Meeting will be published

The board of directors proposes that the invitation to the next Annual General Meeting or Extraordinary General meeting will be published in nation-wide newspaper determined by the board of directors.

16. Amendment of the Articles of Association

The board of directors proposes that the Articles of Association be amended due to the changes in Companies Act and technical reasons in order to clarify the Articles of Association and to bring them to meet the present wording and orders of the Companies Act. The Board proposes that the Articles of Association 4§ and 6-12§ be amended. The amendment concerns among other things changing the number of auditors, the time and way of invitation to the shareholders’ meeting and the registration time as well as some other technical amendments.

17. Closing of the Meeting

B DOKUMENTS OF THE ANNUAL GENERAL MEETING

The above mentioned proposals of the board of directors as well as this invitation to the Annual General Meeting are available on Vaahto Group Plc Oyj’s website at www.vaahtogroup.fi. The Annual Report of Vaahto Group Plc Oyj, including the company’s annual accounts, the review by the board of directors and the auditor’s report, is available in the main office of the company and on the above mentioned website www.vaahtogroup.fi from November 25, 2009 onwards. The proposals of the board of directors and the annual accounts are also available at the meeting. Copies of these documents and of this invitation will be sent to shareholders upon request. The minutes of the meeting will be available on the above-mentioned website as from December 30, 2009.

C INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING

1. The right to participate and registration

In order to attend the Annual General Meeting, the shareholder must be registered as the company’s shareholders in company’s shareholder register maintained by Euroclear Finland Oy on December 4, 2009 at the latest. A shareholder, whose shares are registered on his/hers personal book-entry account, is registered in the shareholders’ register of the company.

A shareholder who wants to participate in the Annual general Meeting shall register for the meeting no later than December 11, 2009 before 4pm, at the latest, by giving a prior notice of participation. Such notice can be given:

a) by telephone +358 20 1880 355; or

b) by regular mail to address Vaahto Group Plc Oyj, PL 5, 15141 LAHTI, Finland. The registration must arrive before the end of the registration period.

In connection with the registration, a shareholder shall notify his/her name, personal or business identification number, address, telephone number and the name of a possible assistant. The personal data given to Vaahto Group Plc Oyj is used only in connection with the Annual General Meeting and with the processing of related registrations.

Pursuant to Chapter 5, section 25 of the Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the meeting.

2. Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting.

If the shareholder’s shares are recorded in more than one book-entry securities account, the shareholder has the right to use a different proxy representative for each book-entry securities account. In connection with the registration, the shareholder must state those shares which each different proxy representative represents.

Possible proxy documents should be delivered in originals to Vaahto Group Plc Oyj, PL 5, 15141 Lahti, Finland before the end of the registration period.

3. Holders of nominee registered shares

A shareholder holding nominee registered shares and wishing to attend the Annual General Meeting, should be notified for temporary entry into the shareholders’ register in order to attend the Annual General Meeting. A shareholder holding nominee registered shares has the right to participate in the Annual General Meeting provided that the shareholder had the right, on the basis of the same shares, to be recorded in the shareholders’ register on the record date of the meeting, December 4, 2009. The notification regarding the temporary entry must be done on the registration date of the meeting December 11, 2009, at the latest. A notification regarding temporary entry of a holder of nominee registered shares into the shareholders’ register is regarded as a notice of participation in the Annual General Meeting. A holder of nominee registered shares is advised to request necessary instructions regarding registration in the shareholders’ register of the company, the issuing of proxy documents and registration for the general meeting from his/her custodian bank.

4. Other information

On the date of this notice to the Annual General Meeting November 13, 2009, the company has a total of 1,452,751 Series A shares, representing a total 1,452,751 votes and a total 1,419,551 Series K shares, representing a total 28,391,020 votes. On the date of the notice to the Annual General Meeting the company has a total 2,872,302 shares representing a total 29,843,771 votes.

Lahti, November 17, 2009

VAAHTO GROUP PLC OYJ

The Board of Directors

List of Votes

The Annual General Meeting of Vaahto Group Plc Oyj December 16, 2009

Date of No. Name A shares K shares Votes
registration WAT1S WATKV total
23.11.2009 77 Kanerva Jyri-Veikka 26 790 1 400 54 790
23.11.2009 76 Kanerva Arvo Olavi 1 800 600 13 800
23.11.2009 95 Koivisto Ritva 30 30 630
26.11.2009 90 Kinnunen Jukka-Pekka 100 100
30.11.2009 268 Vaahto Heikki 326 700 6 534 000
30.11.2009 271 Vaahto Laura 1 800 36 000
30.11.2009 267 Vaahto Emilia 1 800 36 000
1.12.2009 86 Mutual Insurance 35 000 35 000 735 000
Company Fennia
as proxy representative Pelkonen Pertti
1.12.2009 21 Eläke-Fennia Mutual 9 020 9 020 189 420
Insurance Company
as proxy representative Vuorinen Ari
04.12.2009 49 Hymy Lahtinen Oy 17 100 59 800 1 213 100
as proxy representative Seppälä Markku
04.12.2009 88 Kettunen Seppo 100 100
08.12.2009 272 Vaahto Mikko 250 600 250 600 5 262 600
08.12.2009 145 Lutosa Oy 8 034 8 201 172 054
as proxy representative Vaahto Mikko
08.12.2009 270 Vaahto Ilkka 189 000 247 000 5 129 000
08.12.2009 266 Vaahto Antti 255 033 255 200 5 359 033
11.12.2009 274 Vaahto Vesa 5 870 5 954 124 950
A shares K shares Votes
WAT1S WATKV total
Total in the Meeting 798 477 1 203 105 24 860 577
55,0 % 84,8 % 83,3 %
Company total 1 452 751 1 419 551 29 843 771
Shareholders
represented in the Meeting total 16

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, 2008. The financial statements comprise the consolidated balance sheet, income statement, cash flow statement, statement of changes in equity and notes to the consolidated financial statements, as well as the parent company’s balance sheet, income statement, cash flow statement and notes to the financial statements.

The responsibility of the Board of Directors and the Managing Director

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

Auditor’s responsibility

Our responsibility is to perform an audit in accordance with good auditing practice in Finland, and to express an opinion on the parent company’s financial statements, on the consolidated financial statements and on the report of the Board of Directors based on our audit. Good auditing practice requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements and the report of the Board of Directors are free from material misstatement and whether the members of the Board of Directors and the Managing Director have complied with the Limited Liability Companies Act.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements and the report of the Board of Directors. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements and the report of the Board of Directors.

The audit was performed in accordance with good auditing practice in Finland. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion on the consolidated financial statements

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

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

In our opinion, the financial statements, together with the consolidated financial statements included therein, and the report of the Board of Directors give a true and fair view of the financial performance and financial position of the company in accordance with the laws and regulations governing the preparation of the financial statements and the report of the Board of Directors in Finland. The information in the report of the Board of Directors is consistent with the information in the financial statements.
Lahti, December 16, 2009

Ernst & Young Oy
Authorized Public Accountant Firm

Panu Juonala
Authorized Public Accountant

Articles of Association of Vaahto Group Plc Oyj, December 16, 2009

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 minimum capital is 2,800,000 euros and maximum capital 11,200,000 euros. Within these limits the capital stock may be increased or decreased without amendment to the Articles of Association.

The nominal value of each share is one euro.

The company may have class-A shares and class-K shares. There are at minimum 1,400,000 and at maximum 8,400,000 class-A shares, and there is a maximum of 2,800,000 class-K shares.

Each class-A share entitles the holder to one vote at shareholders’ meetings, and each class-K share entitles the holder to 20 votes. Shares of the two classes confer the right to equal dividends.

When the capital stock is increased, either shares of both classes or only class-A shares may be issued.

If, in an increase of the capital stock, shares of both classes are issued, holders of class-A shares shall have a preferential subscription right to class-A shares and holders of class-K shares to class-K shares. However, holders of class-A shares shall have a secondary subscription right to the class-K shares issued and holders of class-K shares, correspondingly, shall have a secondary subscription right to those class-A shares that have not been subscribed to on the basis of the primary subscription right.

If, in an increase of the capital stock, only class-A share are issued, holders of both classes of shares shall have a preferential subscription right to the new shares.

If the company is dissolved through a merger or for some other reason, holders of class-A and class-K shares shall, regardless of the fair values calculated on the basis of prices paid in public trading, have an identical and equal right to the merger compensation or other compensation paid as a consequence of the dissolution.

A class-K share may be converted into a class-A share at the shareholder’s demand or, where administratively registered shares are concerned, at the demand of the asset manager listed in the book-entry register, if such conversion can be done within the framework of the minimum and maximum numbers for the share classes.

Any conversion-related written demand addressed to the company must state the number of shares to be converted and the book-entry account where the book-entry securities corresponding to the shares have been registered.

The company shall report any changes following the conversion and related to the share class numbers to the trade register.

A demand for share conversion can be submitted at any time except after the Board of Directors has decided to convene a shareholder meeting. Any demand made between said decision and the shareholders’ meeting following it shall be deemed to have arrived, and will be heard, after the shareholder meeting and any ensuing balancing date.

A demand concerning conversion can be canceled until the notification of conversion has been entered in the trade register.

A class-K share shall be converted into a class-A share after the entry in the trade register has been made.

If necessary, the Board of Directors shall provide more detailed instructions on implementation of the conversion.

Article 4
The company’s shares belong to the book-entry system.

Article 5
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 6
The company has a CEO, selected by the Board of Directors.

Article 7
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 8
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 9
The company’s fiscal year begins on September 1 and ends on August 31.

Article 10
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 11
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