Invitation to the Extraordinary General Meeting of Vaahto Group Plc Oyj
VAAHTO GROUP PLC OYJ STOCK EXCHANGE BULLETIN 23.5.2012 at 14.00
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;
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
acting CEO, Vaahto Group Plc Oyj
tel. +358 400 127664