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2016-03-11

Pihlajalinna Oyj: Pihlajalinna Oyj:Korjaus Pihlajalinna Oyj:n englanninkieliseen yhtiökokouskutsuun

Pihlajalinna Oyj, pörssitiedote, 11.3.2016, 15.30

Korjaus Pihlajalinna Oyj:n englanninkieliseen yhtiökokouskutsuun

Pihlajalinna Oyj:n 11.3.2016 klo 8.15 julkaistussa englanninkielisessä
yhtiökokouskutsussa oli virhe kohdassa 11 "Hallituksen jäsenten lukumäärästä
päättäminen". Tiedotteessa todetaan virheellisesti, että yhtiön suurimmat
osakkeenomistajat, jotka edustavat yhteensä 37,9 prosenttia yhtiön äänistä ja
osakkeista, ehdottaisivat, että hallituksen jäsenten lukumäärä on kahdeksan
(8). Yhtiön suurimmat osakkeenomistajat, jotka edustavat yhteensä noin 37,9
prosenttia yhtiön osakkeista ja äänistä, ovat ilmoittaneet julkistavansa
ehdotuksen hallituksen jäsenten lukumäärästä ennen yhtiökokousta.
Suomenkielisessä tiedotteessa asiakohta oli esitetty oikein. Lisäksi
tiedotteiden kieliversioiden välillä oli tekninen tekstiero kohdassa 16
"Hallituksen valtuuttaminen päättämään osakeannista ja muiden osakkeisiin
oikeuttavien erityisten oikeuksien antamisesta".

Oikea teksti kohdassa 11 on:

Resolution on the Number of Members of the Board of Directors

The largest shareholders of the Company, representing approximately 37.9
percent of the shares and votes in the Company, have announced that they will
publish the proposal for the number of the Board Members before the Annual
General Meeting.

Korjattu yhtiökokouskutsu:

Pihlajalinna Plc: Notice to the Annual General Meeting

Notice is given to the shareholders of Pihlajalinna Plc to the Annual General
Meeting of Shareholders to be held on Monday, 4 April 2016 at 3:00 p.m. at
Yliopistonkatu 55, 33100 Tampere, Finland (Tampere Hall,
Sorsapuisto-auditorium). The reception of participants who have registered
for the meeting and the distribution of voting tickets will commence at 2:00
p.m. Coffee will be served before the meeting.

A. Matters on the Agenda of the General Meeting

The following matters will be considered at the 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 including the Consolidated Annual
Accounts, the Report of the Board of Directors and the Auditor's Report for
the year 2015

- Review by the CEO

1 Adoption of the Annual Accounts including the Consolidated Annual Accounts
2 Resolution on the Use of the Profit Shown on the Balance Sheet and the
Payment of Dividend

The Board of Directors proposes that a dividend of EUR 0.02 per share would be
paid based on the balance sheet adopted for the financial period ended on 31
December 2015. The dividend would be paid to a shareholder who on the
dividend record date 6 April 2016 is registered as a shareholder in the
Company's shareholders' register held by Euroclear Finland Ltd. The Board of
Directors proposes that the dividend would be paid on 13 April 2016.

9.
Resolution on the Discharge of the Members of the Board of Directors and the
CEO from Liability

10.
Resolution on the Remuneration of the Members of the Board of Directors

The largest shareholders of the Company, representing approximately 37.9
percent of the shares and votes in the Company, propose that the annual
remuneration to the members of the Board of Directors would be paid as
follows: to the Chairman EUR 3500, to the Vice-Chairman EUR 2500 and to other
members EUR 2000.

In addition, the above-mentioned largest shareholders propose that the meeting
fees would be paid as follows: EUR 500. In addition travel compensation would
be paid according to the state travel code.

11.
Resolution
on the Number of Members of the Board of Directors

The largest shareholders of the Company, representing approximately 37.9
percent of the shares and votes in the Company, have announced that they will
publish the proposal for the number of the Board Members before the Annual
General Meeting.

12.
Election
of Members of the Board of Directors

The largest shareholders of the Company, representing approximately 37.9
percent of the shares and votes in the Company, have announced that they will
publish the proposal for the Board composition before the Annual General
Meeting.

13.
Resolution
on the Remuneration of the Auditor

The Audit Committee of the Board of Directors proposes that the Auditor's
remuneration would be paid against an invoice approved by the Audit Committee
of the Board of Directors.

14.
Election of the Auditor

The Audit Committee of the Board of Directors proposes that KPMG Oy Ab, a firm
of authorized public accountants, would be elected as Auditor for the
financial year 1 January - 31 December 2016. KPMG Oy Ab has announced that
Ms. Lotta Nurminen, APA, would be the Auditor with principal responsibility.

15.
Authorizing
the Board of Directors to Resolve on the Repurchase of the Company's Own
Shares

The Board of Directors proposes that the Annual General Meeting would
authorize the Board of Directors to resolve on the repurchase of an aggregate
maximum of 2,061,314 of the Company's own shares, which corresponds to
approximately 10 percent of all the existing shares in the Company at the
date of this notice. Own shares may be repurchased on the basis of the
authorization only by using non-restricted equity.

Own shares may be repurchased at a price formed in public trading on the date
of the repurchase or otherwise at a price formed on the market. Own shares
may be repurchased using, inter alia, derivatives. The Board of Directors
resolves on how shares are repurchased. Own shares may be repurchased
otherwise than in proportion to the shares held by the shareholders (directed
repurchase). The authorization remains in force until the end of the next
Annual General Meeting, however, no longer than until 30 June 2017.

16.
Resolution on the Authorization of the Board of Directors to Decide on
Issuance of Shares and Other Special Rights Entitling to Shares

The Board of Directors proposes to the Annual General Meeting that the Board
of Directors would be authorized to decide on the issuance of shares and
other special rights entitling to shares referred to in Chapter 10, Section 1
of the Finnish Companies Act by virtue of one or several decisions as
follows.

The number of shares issued pursuant to the authorization shall not exceed
4,122,629 shares, which corresponds to approximately 20 percent of all the
existing shares in the Company at the date of this notice. The authorization
concerns both the issuance of new shares as well as the transfer of the
Company's own shares.

The Board of Directors decides on all other terms and conditions of the
issuance of shares and other special rights entitling to shares. The
authorization includes a right to deviate from the shareholders pre-emptive
right to subscription (directed issue).

The authorization remains in force until the end of the next Annual General
Meeting, however, no longer than until 30 June 2017.

17.
Closing of the Meeting

B. Documents of the General Meeting

The proposals for the decisions on the matters on the agenda of the General
Meeting as well as this notice are available on Pihlajalinna Plc's website at
http://investors.pihlajalinna-konserni.fi as of 14 March 2016 at the latest.
The Annual Accounts, the Report of the Board of Directors and the Auditor's
Report of Pihlajalinna Plc are also available on the above-mentioned website.
The proposals for the decisions on the matters and other above-mentioned
documents are also available at the meeting, and copies of these documents
and of this notice will be sent to shareholders upon request. The minutes of
the Annual General Meeting will be available on the above-mentioned website
as of 18 April 2016 at the latest.

C. Instructions for the Participants in the Annual General Meeting

1. Shareholders registered in the shareholders' register

Each shareholder, who is registered on 21 March 2016 in the shareholders'
register of the Company held by Euroclear Finland Ltd., has the right to
participate in the general meeting. A shareholder, whose shares are
registered on his/her personal Finnish book-entry account, is registered in
the shareholders' register of the Company.

A shareholder, who is registered in the shareholders' register of the Company
and who wants to participate in the general meeting, shall register for the
meeting no later than 29 March 2016 at 4:00 p.m. at the latest by giving a
prior notice of participation. The notice has to be received by the Company
before the end of the registration period. Such notice can be given by using
a registration link on the Company's website at www.pihlajalinna-konserni.fi;
by e-mail to agm@pihlajalinna.fi; by regular mail to Pihlajalinna Plc,
yhtiökokous2016, Kehräsaari B, 33200, Tampere, Finland; or by telephone +358
20 770 6896 (Monday-Friday between 9 a.m. and 4 p.m.).

In connection with the registration, a shareholder shall notify his/her name,
personal identification number, address, telephone number and the name of a
possible assistant or proxy representative and the personal identification
number of a proxy representative. The personal data is used only in
connection with the general meeting and with the processing of related
registrations.

Shareholder, his/her assistant, or proxy representative shall, where
necessary, be able to prove his/her identity and/or right of representation
at the venue of the meeting.

2. Holders of Nominee Registered Shares

A holder of nominee registered shares has the right to participate in the
general meeting by virtue of such shares, based on which he/she on the record
date of the general meeting, i.e. on 21 March 2016, would be entitled to be
registered in the shareholders' register of the Company held by Euroclear
Finland Ltd. The right to participate in the general meeting requires, in
addition, that the shareholder on the basis of such shares has been
registered into the temporary shareholders' register held by Euroclear
Finland Ltd. at the latest on 30 March 2016 at 10:00 a.m. As regards nominee
registered shares this constitutes due registration for the general meeting.

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the temporary
shareholder's register of the Company, the issuing of proxy documents and
registration for the general meeting from his/her custodian bank. The account
management organization of the custodian bank has to register a holder of
nominee registered shares, who wants to participate in the general meeting,
into the temporary shareholders' register of the Company at the latest by the
time stated above.

3. Proxy Representative and Proxy Documents

A shareholder may participate in the 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 general
meeting.

When a shareholder participates in the general meeting by means of several
proxy representatives representing the shareholder with shares at different
securities accounts, the shares by which each proxy representative represents
the shareholder shall be identified in connection with the registration for
the general meeting.

Possible proxy documents should be delivered in originals to Pihlajalinna Plc,
yhtiökokous2016, Kehräsaari B, 33200 Tampere, Finland before the end of the
registration period.

4. Other instructions and information

Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder
who is present at the general meeting has the right to request information
with respect to the matters to be considered at the meeting.

On the date of this notice to the general meeting, the total number of shares
in Pihlajalinna Plc and votes ...

Författare Hugin

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