The Extraordinary General Meeting on June 19, 2012

The Extraordinary General Meeting of Vaahto Group Plc Oyj , held June 19, 2012, has decided, that the number of members of the board of directors be confirmed at five instead of the previous four members. In addition to the present members of the Board, Sami Alatalo was elected to the members of Board for the next mandate that ends in the end of the next Annual General Meeting.

To the Board of Directors belong: Sami Alatalo, Rainer Häggblom, Reijo Järvinen, Topi Karppanen and Mikko Vaahto.

The Shareholders’ Meeting decided that the normal financial period of the company shall be changed to be January 1 – December 31. The current financial period of the company, September 1, 2011 – August 31, 2012, will be extended to sixteen (16) months to end on December 31, 2012.

The Board of Directors has June 19, 2012 decided that Reijo Järvinen continues as Chairman of the Board and Rainer Häggblom as the Vice Chairman of the Board.

INVITATION TO THE EXTRAORDINARY GENERAL MEETING OF VAAHTO GROUP PLC OYJ

Vaahto Group Plc Oyj shareholders are hereby notified that the Extraordinary General Meeting will be held on Tuesday, June 19, 2012, starting at 13.00 at Sibelius Hall, Ankkurikatu 7, in the city of Lahti.

A. BUSINESS OF THE EXTRAORDINARY GENERAL MEETING

The agenda of the Extraordinary 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. Resolution on the number of Board members

The Board proposes that the Extraordinary General Meeting confirm that the number of Board members shall be five (5) instead of the previous four (4).

7. Election of a new Board member

The Board proposes that the Extraordinary General Meeting shall elect one (1) new member to the Board of the company in addition to the Board members elected at the company’s Annual General Meeting held on December 12, 2011, for the term expiring at the end of the subsequent Annual General Meeting. Sami Alatalo is proposed as new member of the Board. The personal data of the proposed Board member is available on the company’s Web site at www.vaahto.fi.

8. Amending the financial period and the Articles of Association

The Board proposes that the normal financial period of the company shall be changed to be January 1 – December 31. The current financial period of the company, September 1, 2011 – August 31, 2012, is proposed to be extended to sixteen (16) months to end on December 31, 2012. Due to the above the Board proposes that Article 8 of the Articles of Association shall be amended as follows:

“Article 8 The company’s financial period starts on January 1 and ends on December 31.”

9. Closing of the meeting

B. EXTRAORDINARY GENERAL MEETING DOCUMENTS

The aforementioned draft resolutions, which are on the agenda of the Extraordinary General Meeting, and this summons to the Extraordinary General Meeting, will be available on Vaahto Group Plc Oyj’s Web site at www.vaahto.fi. The draft resolutions will be available also at the Extraordinary General Meeting, and copies of the draft resolutions and this summons will be sent to the shareholders upon request. The minutes of the Extraordinary General Meeting will be available for inspection on the aforementioned Web site on July 3, 2012.

C. INSTRUCTIONS FOR PARTICIPANTS IN THE MEETING

1. The right to participate and registration

Every shareholder who on June 7, 2012, is registered as a shareholder in the list of shareholders kept by Euroclear Finland Ltd. has the right to participate in the Extraordinary 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 Extraordinary General Meeting must register no later than on June 14, 2012, before 4:00 pm. One may register for the Extraordinary 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 Oyj, 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 Extraordinary General Meeting and related, necessary registrations.

In accordance with Chapter 5, Section 25 of the Companies Act, a shareholder attending the Extraordinary 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 Extraordinary 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 Extraordinary 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 Extraordinary General Meeting must register temporarily in the company’s share register for participation in the Extraordinary General Meeting. The owner of a nominee-registered share may participate in the Extraordinary General Meeting if he or she is registered in the share register on the basis of share ownership on the Extraordinary General Meeting’s record date June 7, 2012. Notification concerning temporary registration must be made no later than on June 14, 2012, before 10:00 am. The registration of the owner of a nominee-registered share in the company’s share register for temporary registration is regarded as registration for the Extraordinary 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 Extraordinary General Meeting.

4. Other information

On the date of the summons, May 23, 2012, the company has, in total, 3,903,468 shares, conferring, in total, 3,903,468 votes.

In Lahti, on May 23, 2012

VAAHTO GROUP PLC OYJ

Board of Directors

Proposals for the Extraordinary General Meeting on June 19, 2012

1. Resolution on the number of Board members

The Board proposes that the Extraordinary General Meeting confirm that the number of Board members shall be five (5) instead of the previous four (4).

2. Election of a new Board member

The Board proposes that the Extraordinary General Meeting shall elect one (1) new member to the Board of the company in addition to the Board members elected at the company’s Annual General Meeting held on December 12, 2011, for the term expiring at the end of the subsequent Annual General Meeting. Sami Alatalo is proposed as new member of the Board. The personal data of the proposed Board member is available on the company’s Web site at www.vaahto.fi.

3. Amending the financial period and the Articles of Association

The Board proposes to the Extraordinary General Meeting that the normal financial period of the company shall be changed to be January 1 – December 31. The current financial period of the company, September 1, 2011 –August 31, 2012, is proposed to be extended to sixteen (16) months to end on December 31, 2012. Due to the above the Board proposes that Article 8 of the Articles of Association shall be amended as follows:

“Article 8 The company’s financial period starts on January 1 and ends on December 31.”

The new Articles of Association is enclosed to this document in its entirety.

ENCLOSURE Proposal for the new Articles of Association

Proposal by the Board for the Articles of Association of Vaahto Group Plc Oyj 23.5.2012

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 estates 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 (3) and no more than six (6) members. The term of a Board member ends at the end of the first 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 the 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 financial year during which the election was held, and the duty ends at the end of the first Annual General Meeting after said election.

Article 8

The company’s financial year starts on January 1 and ends on December 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 (3) months and no later than three (3) 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 ten (10) days before the meeting.

Article 10

The Annual General Meeting must be held no more than six (6) months after the end of the financial 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; as well as

9. the auditor.

Personal data of the proposed Board member

Sami-Jussi Alatalo, b. 1971, Master of Laws

Ultivista Group, CEO

Previous work experience:

Ultivista Group, CFO

Nordea Group, managerial and specialist positions in Corporate Banking, expertise in Corporate Finance and in Corporate & Commercial Law

Most significant positions of trust:

Westpro cc Oy, member of the Board

Minutes of Extraordinary General Meeting of Vaahto Group Plc Oyj on June 19, 2012

VAAHTO GROUP PLC OYJ                                          MINUTES OF MEETING 1/2012                                         

0520181-3

EXTRAORDINARY GENERAL MEETING

Date                19.6.2012 at 1: 00 pm

Place               Sibelius Hall, Ankkurikatu 7, Lahti.

Present            Those present or represented at the meeting were the shareholders indicated in the list of votes approved during the meeting.

Also present were Johan Aalto, Chairman of the Board Reijo Järvinen, member of the Board Mikko Vaahto and Sami Alatalo (who ran for Board membership), acting CEO Ari Viinikkala, auditor Panu Juonala and some technical personnel.

1. Opening of the meeting

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

2. Calling of the meeting to order

Attorney Johan Aalto was elected chairman of the meeting. The chairman invited Leena Junninen to keep the minutes.

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

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

Ritva Koivisto and Pertti Pelkonen were elected to confirm the minutes and to supervise the counting of votes.

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

It was noted that the notice of the meeting had been published as a stock exchange release on May 23, 2012, 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, 12 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, 2 451 128 shares and 2 451 128 votes were represented at the meeting, constituting 62.8% of the company’s shares and votes.

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

6. Resolution on the number of Board members

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

7. Election of Board member

In accordance with the proposal included in the notice of the meeting, the decision was made to elect the following person as Board members, in addition the present Board members, for the term that ends at the end of the first full Annual General Meeting after the election: Sami Alatalo.

It was noted, that after this to the Board of Directors of the company belong: Rainer Häggblom, Reijo Järvinen, Topi (Toivo Matti) Karppanen), Mikko Vaahto and Sami Alatalo.

8. Amending the financial period and the Articles of Association

In accordance with the proposal included in the notice of the meeting, the decision was made to change the normal financial period of the company to be January 1 – December 31 and extend the current financial period of the company, September 1, 2011 –August 31, 2012, to sixteen (16) months to end on December 31, 2012. It was noted, that the current financial period of the company is September 1, 2011 – December 31, 2012.

It was decided that the Article 8 of the Articles of Association shall be amended as follows:

“Article 8 The company’s financial period starts on January 1 and ends on December 31.”

The amended Articles of Association was provided with the minutes as Appendix 3.

9. 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 July 3, 2012, at the latest.

The chairman closed the meeting.

Signed by

Leena Junninen

secretary

Confirmed by

Johan Aalto

chairman

Ritva Koivisto

examiner of the minutes

Pertti Pelkonen

examiner of the minutes

Appendices

1. Notice of the meeting

2. List of votes

3. Amended Articles of Association

INVITATION TO THE EXTRAORDINARY GENERAL MEETING OF VAAHTO GROUP PLC OYJ

Vaahto Group Plc Oyj shareholders are hereby notified that the Extraordinary General Meeting will be held on Tuesday, June 19, 2012, starting at 13.00 at Sibelius Hall, Ankkurikatu 7, in the city of Lahti.

A. BUSINESS OF THE EXTRAORDINARY GENERAL MEETING

The agenda of the Extraordinary 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. Resolution on the number of Board members

The Board proposes that the Extraordinary General Meeting confirm that the number of Board members shall be five (5) instead of the previous four (4).

7. Election of a new Board member

The Board proposes that the Extraordinary General Meeting shall elect one (1) new member to the Board of the company in addition to the Board members elected at the company’s Annual General Meeting held on December 12, 2011, for the term expiring at the end of the subsequent Annual General Meeting. Sami Alatalo is proposed as new member of the Board. The personal data of the proposed Board member is available on the company’s Web site at www.vaahto.fi.

8. Amending the financial period and the Articles of Association

The Board proposes that the normal financial period of the company shall be changed to be January 1 – December 31. The current financial period of the company, September 1, 2011 – August 31, 2012, is proposed to be extended to sixteen (16) months to end on December 31, 2012. Due to the above the Board proposes that Article 8 of the Articles of Association shall be amended as follows:

“Article 8 The company’s financial period starts on January 1 and ends on December 31.”

9. Closing of the meeting

B. EXTRAORDINARY GENERAL MEETING DOCUMENTS

The aforementioned draft resolutions, which are on the agenda of the Extraordinary General Meeting, and this summons to the Extraordinary General Meeting, will be available on Vaahto Group Plc Oyj’s Web site at www.vaahto.fi. The draft resolutions will be available also at the Extraordinary General Meeting, and copies of the draft resolutions and this summons will be sent to the shareholders upon request. The minutes of the Extraordinary General Meeting will be available for inspection on the aforementioned Web site on July 3, 2012.

C. INSTRUCTIONS FOR PARTICIPANTS IN THE MEETING

1. The right to participate and registration

Every shareholder who on June 7, 2012, is registered as a shareholder in the list of shareholders kept by Euroclear Finland Ltd. has the right to participate in the Extraordinary 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 Extraordinary General Meeting must register no later than on June 14, 2012, before 4:00 pm. One may register for the Extraordinary 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 Oyj, 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 Extraordinary General Meeting and related, necessary registrations.

In accordance with Chapter 5, Section 25 of the Companies Act, a shareholder attending the Extraordinary 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 Extraordinary 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 Extraordinary 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 Extraordinary General Meeting must register temporarily in the company’s share register for participation in the Extraordinary General Meeting. The owner of a nominee-registered share may participate in the Extraordinary General Meeting if he or she is registered in the share register on the basis of share ownership on the Extraordinary General Meeting’s record date June 7, 2012. Notification concerning temporary registration must be made no later than on June 14, 2012, before 10:00 am. The registration of the owner of a nominee-registered share in the company’s share register for temporary registration is regarded as registration for the Extraordinary 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 Extraordinary General Meeting.

4. Other information

On the date of the summons, May 23, 2012, the company has, in total, 3,903,468 shares, conferring, in total, 3,903,468 votes.

In Lahti, on May 23, 2012

VAAHTO GROUP PLC OYJ

Board of Directors

Appendix to minutes of meeting: List of votes

Download the list of votes here

 

Articles of Association of Vaahto Group Plc Oyj since June 19, 2012

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 estates 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 (3) and no more than six (6) members. The term of a Board member ends at the end of the first 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 the 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 financial year during which the election was held, and the duty ends at the end of the first Annual General Meeting after said election.

Article 8

The company’s financial year starts on January 1 and ends on December 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 (3) months and no later than three (3) 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 ten (10) days before the meeting.

Article 10

The Annual General Meeting must be held no more than six (6) months after the end of the financial 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; as well as

9. the auditor.