Pihlajalinna Oyj — Proxy Solicitation & Information Statement 2015

Nov 20, 2015

Pihlajalinna Oyj : PIHLAJALINNA OYJ - NOTICE OF AN EXTRAORDINARY GENERAL MEETING

Pihlajalinna Oyj : PIHLAJALINNA OYJ - NOTICE OF AN EXTRAORDINARY GENERAL MEETING

Pihlajalinna Oyj      Stock Exchange release     20.11.2015, 17.45

PIHLAJALINNA OYJ - NOTICE OF AN EXTRAORDINARY GENERAL MEETING

The shareholders of Pihlajalinna Oy are hereby invited to an Extraordinary
General Meeting to be held on Monday, 14 December 2015 at 12.00 p.m. at
Kalevantie 2, 33100 Tampere, Finland (Technopolis Yliopistonrinne, Häggman
Hall). The reception of participants who have registered for the meeting, the
distribution of voting tickets, and coffee service will commence at 11.00 a.m.

A. Matters on the Agenda of 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. Resolution on the Authorization of the Board of Directors to Decide on
   Issuance of Shares, Share Options and Other Special Rights Entitling to Shares

The Board of Directors proposes to the Extraordinary General Meeting that the
Board of Directors be authorized to decide on issuance of shares, share options,
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:

Shares issued on the basis of the authorization are new shares of the company.
The number of shares issued pursuant to the authorization shall not exceed
2,600,000 shares, which corresponds to approximately 13.6 percent of all the
existing shares in the company at the date of this notice. Shares and special
rights to shares can be issued in one or several batches.

The Board of Directors decides on all terms and conditions of the issuance of
shares and special rights entitling to shares. The authorization includes a
right to deviate from the shareholders pre-emptive right to subscription
(directed issue) if there is a weighty financial reason for the company to
deviate from the pre-emptive right to subscription, as provided in the Finnish
Companies Act. The Board of Directors proposes the authorization to be used for
any purpose determined by the Board of Directors, for example to strengthen the
company's balance sheet and financial position in connection with investments
and expansion, such as mergers and acquisitions, in accordance with the
company's strategy.

The authorization, which would not cancel prior authorizations, would be valid
for a period of five (5) years from resolution.

1. Closing of the Meeting

B. Documents of the General Meeting

The proposals for the decisions on the matters on the agenda of the
Extraordinary General Meeting, this notice, as well as documents required by
Chapter 5, Section 21 of the Finnish Companies Act, are available on
Pihlajalinna Oyj's website in the investor section at www.pihlajalinna-
konserni.fi no later than 23 November 2015. The 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 Extraordinary
General Meeting will be available on the abovementioned website as of 28
December 2015 at the latest.

C. Instructions for the Participants in the Extraordinary General Meeting

1. Shareholders registered in the shareholders' register

Each shareholder, who is registered on 2 December 2015 (the record date of the
Extraordinary General Meeting) 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 7 December 2015 at 4 p.m. at the latest by giving a prior
notice of participation, which can be done on the company's website at
www.pihlajalinna-konserni.fi; by regular mail to Pihlajalinna Oyj,
yhtiökokous2015, Kehräsaari B, 33200, Tampere; or by telephone +358 40 637 8181
(Monday-Friday between 8 a.m. and 4 p.m.). Such notice shall be received by the
company no later than on the abovementioned date.

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 given to Pihlajalinna Oyj 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.

1. 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. Proxy documents should be delivered in originals to
Pihlajalinna Oyj, yhtiökokous2015, Kehräsaari B, 33200 Tampere, Finland before
the end of the registration period.

1. 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 2 December 2015, 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 9 December 2015 at 10 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.

1. 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, 20 November 2015, the total
number of shares in Pihlajalinna Oyj and votes represented by such shares is
19 113 146. The company or its subsidiaries do not own shares of the company.

Tampere, 20 November 2015

Pihlajalinna Oyj
The Board of Directors

Sender:
Terhi Kivinen, SVP, Communications, Marketing and IR, Pihlajalinna Oyj
040-8484001, terhi.kivinen@pihlajalinna.fi

[HUG#1968545]