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2016-02-10

Vaisala Oyj: Notice to the Annual General Meeting

Vaisala Corporation

Stock Exchange Release
February 10, 2016 at 2:30 p.m.

Notice to the Annual General Meeting

Notice is given to the shareholders of Vaisala Corporation of the Annual
General Meeting to be held on Tuesday, April 5, 2016 at 6 p.m. at Vaisala
Corporation's head office, Vanha Nurmijärventie 21, 01670 Vantaa, Finland.
The reception of persons who have registered for the meeting will commence at
5:00 p.m.

A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING

At the Annual General Meeting, the following matters will be handled:

1. Opening of the Meeting

2. Matters of order for the Meeting

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

4. Recording the legal convening 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 year 2015

Review by the President and CEO

7. Adoption of the annual accounts

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

The Board of Directors proposes to the Annual General Meeting a dividend of
EUR 0.95 per share for the fiscal year 2015 to be paid. The dividend would be
paid to shareholders registered in the Register of Shareholders held by
Euroclear Finland Ltd on the record date of the dividend distribution, April
7, 2016. The Board of Directors proposes that the dividend will be paid on
April 14, 2016.

9. Resolution on the discharge of the members of the Board of Directors and
the CEO and President from liability

10. Resolution on the remuneration of the members of the Board of Directors

The Board of Directors proposes to the Annual General Meeting that the annual
fee payable to the Board members elected at the same meeting for a term until
the close of the Annual General Meeting in 2017 will be: the Chairman of the
Board of Directors EUR 45,000 and each Board member EUR 35,000 per year.
Approximately 40 percent of the annual remuneration will be paid in Vaisala
Corporation's A-shares acquired from the market and the rest in cash.

The Board of Directors proposes to the Annual General Meeting that the
compensation for the Chairman of the Audit Committee would be EUR 1,500 per
attended meeting and EUR 1,000 for each member of the Audit Committee and
Chairman and each member of the Remuneration and HR Committee and any other
committee established by the Board of Directors for a term until the close of
the Annual General Meeting in 2017. The meeting compensation fees are paid in
cash.

11. Resolution on the number of members of the Board of Directors

Shareholders representing more than 10% of all the votes in the company have
announced their intention to propose to the Annual General Meeting, that the
number of Board members be seven (7). The proposal for the number of the
Board members is integrally related to the proposal by the same shareholders
for the election of the members of the Board of Directors as presented in
section 12 below.

12. Election of members of the Board of Directors

The terms of office of Board members Maija Torkko and Yrjö Neuvo will end at
the Annual General Meeting. Board member Maija Torkko has informed that she
will not be available for re-election at the Annual General Meeting. Maija
Torkko has been a Board member since 2007. As Maija Torkko is not available
for re-election the shareholders representing more than 10% of all the votes
in the company have announced their intention to propose to the Annual
General Meeting, that Yrjö Neuvo be re-elected as member of the Board of
Directors and that Kaarina Ståhlberg be elected as a new member of the Board
of Directors. The above mentioned candidates have given their consent to the
election and their personal information is presented on the Company's website
www.vaisala.com/investors.

13. Resolution on the remuneration of the Auditors

The Board of Directors proposes to the Annual General Meeting that the
Auditors be reimbursed according to their invoice presented to the company.

14. Election of Auditor

The Board of Directors proposes on recommendation of the Audit Committee that
Deloitte&Touche Oy, Authorised Public Accountants, be re-elected as the
Company's auditor. Deloitte&Touche has nominated Merja Itäniemi, APA, as the
chief auditor.

15. Proposal by the Board of Directors for authorizing the Board of Directors
to decide on the directed repurchase of own A-shares

The Board of Directors proposes that the General Meeting authorize the Board
of Directors to decide on the directed repurchase of a maximum of 200,000 of
the Company's own A-shares in one or more instalments with funds belonging to
the Company's unrestricted equity.

The shares shall be repurchased in a proportion other than that of the
shareholders' current shareholdings in the Company in public trading arranged
by NASDAQ Helsinki Ltd at the market price on the moment of repurchase
(directed repurchase). The shares shall be repurchased and paid according to
the rules of NASDAQ Helsinki Ltd and Euroclear Finland Ltd. Shares so
purchased can be used as consideration in possible acquisitions or in other
arrangements that are part of the Company's business, to finance investments,
as part of the Company's incentive program, or be retained, conveyed, or
cancelled by the Company. The Board of Directors is authorized to decide on
the repurchase of own shares in all other respects.

It is proposed that the authorization is valid until the closing of the next
Annual General Meeting, however, no longer than October 5, 2017. The
authorization replaces the previous authorization for directed repurchase of
own A-shares granted by the Annual General Meeting on March 31, 2015.

16. Proposal by the Board of Directors for authorizing the Board of Directors
to decide on the issuance of the Company's own shares

The Board of Directors proposes that the General Meeting authorize the Board
of Directors to decide on the issuance of the Company's own shares as
follows:

The authorization concerns only treasury A-shares. The authorization is
limited to a maximum of 391,550 shares, which corresponds to approximately
2.64 per cent of all A-shares in the Company and to approximately 2.15 per
cent of all shares in the Company.

The issuance of own shares may be carried out in deviation from the
shareholders' pre-emptive rights (directed issue). The authorization entitles
the issuance of treasury A-shares as a directed issue without payment as part
of the Company's share based incentive plan. The Board of Directors can also
use this authorization to grant special rights entitling subscription of the
Company's own shares that are held by the Company. The subscription price of
the shares can instead of cash also be paid in full or in part as
contribution in kind. The Board of Directors decides on all other conditions
of the issuance of own shares.

It is proposed that the authorization is valid until April 5, 2021. The
authorization replaces the previous authorization for issuing own shares
granted by the Annual General Meeting on March 31, 2015.

17. Closing of the Meeting

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

The aforementioned proposals of the Board of Directors on the agenda of the
Annual General Meeting and this notice are available at Vaisala Corporation's
web site atwww.vaisala.com/investorsstarting from the date of this notice.
The Company's annual accounts, the review by the Board of Directors and the
Auditor's report are available on the above-mentioned website no later than
March 11, 2016. The proposals of the Board of Directors and the annual
accounts will also be available on view at the Annual General Meeting at
Corporation's head office in Vantaa, Vanha Nurmijärventie 21. Copies of these
documents and of this notice will be sent to shareholders upon request.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING

1. Right to attend and registration

Each shareholder, who is registered on March 22, 2016 in the Register of
Shareholders held by Euroclear Finland Ltd, has the right to participate in
the Annual General Meeting. A shareholder, whose shares are registered on
his/her Finnish book-entry account, is registered in the Register of
Shareholders of the Company.

A shareholder, who wishes to participate in the Annual General Meeting, may
register for the Meeting by giving a prior notice of participation no later
than on March 31, 2016 at 4:00 p.m. (Finnish time).

A prior notice of participation can be given:

a) through Vaisala's website at www.vaisala.com/investors
b) by email topaivi.aaltonen@vaisala.com

c) by telephone to +358 9 8949 2201 during working days between 9 a.m. and 11
a.m. (Finnish time).

In connection with the registration, a shareholder is expected to notify
his/her name, personal identification number, address, telephone number, the
name of a possible assistant or representative and the name and the personal
identification number of a possible proxy representative. The personal data
given to Vaisala Corporation by the shareholders will be used only in
connection with the Annual General Meeting and with the processing of related
registrations.

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 representative. A proxy representative shall
produce a dated proxy document or otherwise in a reliable manner demonstrate
his/her right to represent the shareholder. Should a shareholder participate
in the meeting by means of several proxy representatives representing the
shareholder with shares in different book-entry accounts, the shares by which
each proxy representative represents the shareholder shall be identified in
connection with the registration for the Annual General Meeting.

Possible proxy documents should be delivered in originals to Vaisala Oyj,
Päivi Aaltonen, PL 26, 00421 Helsinki, Finland or by email to
paivi.aaltonen@vaisala.com before the end of the registration time.

3. Holders of nominee registered shares

A holder of nominee registered shares is advised without delay to request from
his/her custodian bank necessary instructions regarding the registration in
the Register of Shareholders of the Company, issuing of proxy documents and
registration for the Annual General Meeting.

The account management organization of the custodian bank will register a
holder of nominee registered shares, who wants to participate in the Annual
General Meeting, to be entered in the temporary Register of Shareholder of
the Co...

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