TIIMARI PLC INVITATION TO ANNUAL GENERAL MEETING 19 March 2008 The shareholders of Tiimari Plc are invited to participate in the Annual General Meeting held on 4 April at 9.00 in the Scandic Hotel Marski in Mannerheimintie 10, 00100 Helsinki. The agenda for the Annual General Meeting is as follows: 1. Matters pertaining to the Annual General Meeting according to Chapter 5, section 3 of the Finnish Companies Act. 2. Proposal by the Board of Directors for appropriation and distribution of profit The Board of Directors proposes that a dividend of EUR 0.16 per share be paid to shareholders for the financial year and that the rest of the profit be transferred to shareholders' equity. The dividend will be paid to shareholders entered in the company's register of shareholders maintained by the Finnish Central Securities Depository Ltd on the record date of 9 April 2008. The Board of Directors proposes that the dividend be paid on 17 April 2008. 3. Authorisation to the Board of Directors to decide upon new issues of shares and special rights to shares The Board of Directors Proposes that the Annual General Meeting authorise the Board of Directors to decide upon the issue of an aggregate maximum of 1,000,000 new shares in the form of a share issue or special rights (including stock options) entitling to shares pursuant to Chapter 10, Section 1 of the Finnish Companies Act in one or more tranches. The Board of Directors may decide to issue either new shares or the company's own shares that may be in the company's possession. The proposed maximum amount of the authorisation represents approximately 9.7% of all company shares on the date on which the invitation to the Annual General Meeting was published. The authorisation is proposed to be used for financing and implementing potential acquisitions or other arrangements, consolidating the company's balance sheet and financial situation, for implementing staff engagement and incentive compensation systems or for any other purposes determined by the Board of Directors. The authorisation is proposed to entitle the Board of Directors to decide on any and all terms and conditions of share issues and the issuing of special rights pursuant to Chapter 10, Section 1 of the Finnish Companies Act, including the right to identify the beneficiaries of shares or of special rights entitling to shares and the right to determine the amount of consideration. The authorisation shall thus entitle the Board of Directors to directed issues of shares or special rights i.e. to a deviation from the shareholders' pre-emptive right subject to the provisions of the applicable law. The authorisation is proposed to revoke all previous authorisations for share issues and remain in force until the next Annual General Meeting but not after 30 June 2009. 4. Authorisation of the Board of Directors to decide on the acquisition of own shares The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to decide on the acquisition of a maximum of 1,000,000 own shares. The company's holding of own shares, including the holdings of all subsidiaries must not, at any time, represent more than 10% of all the registered shares of the company. Own shares may be acquired for improving the company's capital structure, financing acquisitions or other arrangements or for the purpose of otherwise assigning or cancelling the shares. The minimum price for own shares shall be the lowest market price of the share quoted in the public trading during the authorisation period and the maximum price the highest market price quoted during the authorisation period. The Board of Directors shall have the right to decide on the manner of acquisition and other conditions related to the trading of shares. The shares can be acquired in deviation from the proportional ownership of the shareholders (directed issue) providing that there is a significant financial reason for the company to do so. Own shares acquired by virtue of the authorisation may only be acquired with free equity. Acquisition of own shares will thus decrease the company's distributable non-restricted equity. The authorisation is proposed to remain in force until the next Annual General Meeting but not after 30 June 2009. 5. Board of Directors and compensation The Nominating and Compensation Committee of the Board of Directors proposes that 7 members be appointed to the Board of Directors and that the current Board members Arja Hautanen, Erik Helin, Kirsti Lindberg-Repo and Peter Seligson be re-elected to the Board. The Board of Directors also proposes that Alexander Rosenlew, Teppo Kauppila and Juha Mikkonen be appointed to the Board as new members. The Nominating and Compensation Committee proposes that the compensation of the Chairman of the Board be EUR 2,400 per month and the compensation of other Board members be EUR 1,200 per month. Additionally, it is proposed that the compensation for meetings of the Board Committees be EUR 100 per meeting. 6. Selection of Auditor and compensations The Audit Committee of the Board of Directors proposes that KPMG Oy Ab, authorised public accountants firm and the current auditor of the company continue as the auditor. The Audit Committee proposes that auditors' compensation be based on a reasonable invoiced amount. DOCUMENTS The financial statements, the annual report and the audit report as well as the proposals by the Board of Directors that are addressed in the meeting will be available for review on the company's website at www.tiimari.com no later than one week before the Annual General Meeting(AGM held on 4 April 2008). Copies of the aforementioned documents shall be sent to shareholders upon request. RIGHT TO PARTICIPATE IN THE ANNUAL GENERAL MEETING AND REGISTRATION A shareholder who has been entered into the company's shareholder register maintained by the Finnish Central Securities Depository Ltd on 25 March 2008 is entitled to participate in the Annual General Meeting. Owners of nominee-registered shares wishing to participate in the Annual General Meeting must contact their account operator for temporary registration in the shareholder register on 25 March 2008 at the latest. Shareholders willing to participate in the Annual General Meeting must notify the company of their attendance by 28 March 2008, at 16.00 in writing to the address Tiimari Plc/AGM 4.4.2008, Vanha Porvoontie 229, FIN-01380 VANTAA, Finland, by email to the address yhtiokokous@tiimari.fi, by fax to the number +358 3 812 9232 or by telephone to the number +358 40 746 4336. Written notifications must reach the company prior to the expiry of the registration period. Possible proxies should also be submitted to the above street address by the registration deadline. Helsinki, 17 March 2008 TIIMARI PLC BOARD OF DIRECTORS
Invitation to annual general meeting
| Source: Tiimari Oyj Abp