this is an unofficial translation of the original swedish language ... · this is an unofficial...

This is an unofficial translation of the original Swedish language version of this corporate document. In case of

any inconsistency between the Swedish and the English versions of this corporate document, the Swedish

version shall prevail.

General Meeting minutes 1/2014 at the Annual General

Meeting of shareholders of Sanitec Corporation, reg.

no. 1955115-2, held 16.00 CET – 17.15 CET on Tuesday

13 May 2014 at Radisson Blu Royal Viking Hotel,

Stockholm

________________________________

Voting list: Appendix 1

Convening notice: Appendix 2

§ 1

Opening of the Meeting (item no. 1 on agenda)

The Chairman of the Board of Directors, Fredrik Cappelen, declared the Meeting open.

§ 2

Election of Chairman at the Meeting (item no. 2 on agenda)

The Meeting resolved to appoint Fredrik Cappelen as Chairman of the Meeting.

It was noted that the lawyer Magnus Lindstedt had been asked to serve as Secretary of the Meeting

and the Meeting approved that guests and personnel in Sanitec et cetera were present and in

attendance.

§ 3

Preparation and approval of the voting list (item no. 3 on agenda)

The Meeting resolved to approve the list (Appendix 1) of shareholders, representatives and deputies

present at the Meeting as the voting list for the Meeting.

The Chairman informed that some shareholders had presented voting instructions in respect of

certain agenda items. The Chairman further informed the Meeting that these voting instructions

were available at the premises and that they would be accounted for in the minutes.

The Chairman noted that the voting list would be updated throughout the Meeting to account for

shareholders leaving the Meeting.

2

§ 4

Approval of the agenda (item no. 4 on agenda)

The Meeting resolved to approve the proposed agenda as included in the notice and made available

at the Meeting.

The Secretary informed the Meeting of how the proposals from the Board of Directors and the

largest shareholder had been made available in accordance with the Finnish Companies Act and the

Swedish Corporate Governance Code. The proposals and other meeting documents in accordance

with the Finnish Companies Act were mad available at the Meeting.

§ 5

Election of two persons to check and verify the minutes (item no. 5 on agenda)

The Meeting resolved that the minutes should be verified by the Chairman, by Frank Larsson from

Handelsbanken Fonder AB and by Tomas Risbecker from AMF Fonder AB.

§ 6

Determination whether the Meeting has been duly convened (item no. 6 on agenda)

It was noted that the convening notice to the Annual General Meeting had been published in

accordance with the Finnish Companies Act and the Articles of Association of the company. The

convening notice was published on the company's website on 9 April 2014 and an announcement

with information that notice had been given was published in the Swedish daily newspaper Dagens

Industri and the Finnish daily newspaper Kauppalehti on 11 April 2014.

The Meeting resolved to approve the notice measures and declared the Meeting duly convened.

§ 7

Presentation by the President & CEO (item no. 7 on agenda)

The CEO Peter Nilsson presented the business operations of Sanitec in general, as well as presented

the progress of the Sanitec group during 2013 and first quarter of 2014.

§ 8

Presentation of the review of the Board of Directors, financial statements including the consolidated

financial statements and of the Auditor's report (item no. 8 on agenda)

Fredrik Cappelen reported on the work of the Board of Directors during the past year.

3

The financial statements, including the consolidated financial statements and the Auditor's report,

were presented.

The company's auditor-in-charge, Virpi Halonen, accounted for the audit of the company and

presented parts of the Auditor´s report.

§ 9

Resolution on the adoption of the financial statements (item no. 9 on agenda)

The Meeting resolved to adopt the financial statements for the 2013 financial year.

§ 10

Resolution on the proposed treatment of the company's profit for the period as stated in the adopted

balance sheet and distribution of funds (item no. 10 on agenda)

The Secretary presented the Board of Directors' proposal for the treatment of the company's profit,

such that of the total amount at the disposal of the Meeting, EUR 0.22 per share shall be distributed to

the shareholders from the reserve for invested unrestricted equity, no dividend shall be paid, neither

from the profit for the review period, nor retained earnings and the profit from for the period shall be

left to retained earnings in the shareholders' equity. Furthermore, it was proposed that the record day

for the distribution should be 16 May 2014.

The Meeting resolved to adopt the Board of Directors' proposal regarding profit treatment and

distribution of funds and to adopt 16 May 2014 as record day for the distribution. The Chairman

informed that the resolution entails that the distribution will be made on 3 June 2014 to

shareholders with shares registered with Euroclear Finland Oy, and on or about 4 June 2014 to

shareholders with shares registered with Euroclear Sweden AB.

§ 11

Resolution on the discharge of liability of the members of the Board of Directors and the President &

CEO (item no. 11 on agenda)

The Meeting resolved to grant discharge from liability for the members of the Board of Directors and

the President & CEO for the financial period from 1 January to 31 December 2013.

It was noted that the members of the Board Directors registered on the voting list and the President &

CEO did not participate in the resolution.

It was noted that the shareholders listed in Appendix 3 had informed the company that they would

vote no, without, however, requesting that the Annual General Meeting votes in the matter. In total,

such shareholders cast 194,000 no-votes.

4

§ 12

Determination of the remuneration to the members of the Board of Directors and the Auditor (item

no. 12 on agenda)

The Chairman presented the largest shareholder's proposal.

The Meeting resolved in accordance with the proposal to adopt the following:

- that the annual remuneration to the Chairman of the Board of Directors shall be EUR 50,000

and EUR 25,000 to the other members of the Board of Directors,

- that the annual remuneration for work on Board Committees shall be EUR 6,000 to the

chairman of the Remuneration Committee and EUR 3,000 to each of the other members of

the Remuneration Committee and EUR 9,000 to the chairman of the Audit Committee and

EUR 6,000 to each of the other members of the Audit Committee, and

- that remuneration the Auditor during the term of office shall be paid on the basis of

approved invoices.

§ 13

Determination of the number of members of the Board of Directors (item no. 13 on agenda)


The Meeting resolved in accordance with the proposal that the number of members of the Board of

Directors should be eight, without deputies.

§ 14

Election of the members of the Board of Directors and the Chairman of the Board of Directors (item

no. 14 on agenda)


The Chairman presented the assignments of the members of the Board of Directors in other

companies. The Meeting resolved in accordance with the proposal of the largest shareholder to re-

elect Adrian Barden, Johan Bygge, Caspar Callerström, Fredrik Cappelen, Margareta Lehmann, Pekka

Lettijeff and Ulf Mattsson as members of the Board of Directors, to elect Joakim Rubin as new

member of the Board of Directors and to re-elect Fredrik Cappelen as Chairman of the Board of

Directors.



such shareholders cast 1,336,394 no-votes.

5

§ 15

Election of Auditor (item no 15 on agenda)

The Chairman presented the Board of Directors' proposal.

The Meeting resolved to re-elect the accounting firm KPMG Oy Ab as the company's auditor for the

period until the close of the 2015 Annual General Meeting. It was noted that KPMG Oy Ab will

appoint authorised public accountant Virpi Halonen as auditor-in-charge.



such shareholders cast 194,000 no-votes.

§ 16

Resolution on the Nomination Committee (item no. 16 on agenda)

The Board of Directors' proposal was presented, Appendix 4.

The Meeting resolved to adopt the Board of Directors' proposal on the Nomination Committee.




§17

Resolution regarding guidelines for remuneration to senior executives (item no. 17 on agenda)

The Board of Directors' proposal was presented, Appendix 5.

The Meeting resolved to adopt the Board of Directors' proposal regarding guidelines for

remuneration to senior executives.




§ 18

Resolution on amendments to the Articles of Association (item no. 18 on agenda)

The Chairman presented the amendments proposed to the Articles of Association in accordance with

the Board of Directors' proposal.

6

It was noted that the resolution requires the support of shareholders representing at least two-thirds

of both the votes cast and shares represented at the Meeting.

The Meeting resolved unanimously to adopt the Board of Directors' proposal to amend the Articles of

Association. The adopted new Articles of Association was appended as Appendix 6.

§ 19

Resolution regarding the introduction of a share based incentive plan, the authorisation of the Board

of Directors to resolve on directed acquisition of own shares and the authorisation of the Board of

Directors to resolve on transfer of own shares (item no. 19 on agenda)

After the Chairman had informed the Meeting that the company's senior compliance officer, Göran

Streiffert, will not participate in the share based incentive plan, the Chairman and Göran Streiffert

presented the main features of the Board of Directors' proposals regarding the introduction of a

share based incentive plan and therewith associated proposals in accordance with Appendix 7.

It was noted that the proposal should be resolved upon as a single resolution and that the resolution

requires the support of shareholders representing at least two-thirds of both the votes cast and

shares represented at the Meeting.

The Meeting resolved with sufficient majority to approve the proposal of the Board of Directors

attached hereto, and thereby resolved to introduce the share based incentive plan including

authorisation of the Board of Directors to resolve on directed acquisition of own shares and on

transfer of own shares.




§ 20

Closing of the Meeting (item no. 20 on agenda)

The Chairman declared the Meeting closed.

____________________________

At the minutes:

Checked and verified: Magnus Lindstedt

Fredrik Capellen

Frank Larsson

Tomas Risbecker

SANITEC PLC Record of attendance NGM22EN Page 1ANNUAL GENERAL MEETING By attendee 20.05.2014 15:22

Name Votingticket

Share class Shares Votes

STENBERG RIKARD 0000001 SNTC 40 000 000 40 000 000Represents total 40 000 000 40 000 000

With proxy: SOFIA IV S.A R.L. 0000002 SNTC 40 000 000 40 000 000

AMAN FUAD 0000075 SNTC 7 276 021 7 276 021Represents total 7 276 021 7 276 021

With proxy: AMERICAN CENTURY WORLDMUTUAL FUNDS INC.

0000007 SNTC 151 250 151 250

With proxy: ARTISAN GLOBAL EQUITY FUND 0000014 SNTC 357 780 357 780With proxy: ARTISAN INTERNATIONAL SMALLCAP FUND

0000015 SNTC 1 407 038 1 407 038

With proxy: ARTISAN PARTNERS GLOBALFUNDS PUBLIC LIM

0000016 SNTC 3 942 3 942

With proxy: DALLAS POLICE AND FIREPENSION SYSTEM

0000022 SNTC 14 204 14 204

With proxy: GOVERNMENT OF NORWAY 0000027 SNTC 660 658 660 658With proxy: JPMORGAN EUROPEANINVESTMENT TRUST PLC

0000038 SNTC 34 936 34 936

With proxy: JPMORGAN EUROPEAN SMALLERCOMPANIES TRUS

0000039 SNTC 309 935 309 935

With proxy: JPMORGAN FUND II ICVC - JPMEUROPE SMALL

0000040 SNTC 24 240 24 240

With proxy: JPMORGAN FUNDS 0000041 SNTC 3 507 3 507With proxy: JPMORGAN FUNDS 0000042 SNTC 1 906 1 906With proxy: JPMORGAN FUNDS 0000043 SNTC 889 711 889 711With proxy: JPMORGAN FUNDS 0000044 SNTC 40 310 40 310With proxy: JPMORGAN FUNDS 0000045 SNTC 282 155 282 155With proxy: JPMORGAN FUNDS 0000046 SNTC 87 009 87 009With proxy: JPMORGAN INVESTMENT FUNDS 0000047 SNTC 370 418 370 418With proxy: LIF PTY LIMITED AS TRUSTEE FORLOCAL INV

0000049 SNTC 9 120 9 120

With proxy: M AND G INVESTMENT FUNDS (1 MAND G EUR

0000052 SNTC 123 000 123 000

With proxy: PUBLIC EMPLOYEES RETIREMENTASSOCIATIONO

0000057 SNTC 14 387 14 387

With proxy: S2G 0000058 SNTC 119 175 119 175With proxy: SCHRODER INTERNATIONALSELECTION FUND

0000059 SNTC 300 000 300 000

With proxy: SCHRODER INTERNATIONALSELECTION FUND

0000060 SNTC 19 840 19 840

With proxy: SCHRODER INTERNATIONALSMALL COMPANIES P

0000061 SNTC 39 834 39 834

With proxy: STATE OF ALASKA RETIREMENTAND BENEFITSP

0000062 SNTC 21 541 21 541

With proxy: T. ROWE PRICE FUNDS SICAV 0000065 SNTC 16 869 16 869With proxy: T. ROWE PRICE GLOBALALLOCATION FUND

0000066 SNTC 846 846

With proxy: T. ROWE PRICE INTERNATIONALDISCOVERY FU

0000067 SNTC 1 065 975 1 065 975

With proxy: T. ROWE PRICE INTERNATIONALSMALL-CAP EQ

0000068 SNTC 89 435 89 435

With proxy: VANGUARD INTERNATIONALEXPLORER FUND

0000071 SNTC 600 000 600 000

With proxy: WELLCOME TRUST 0000072 SNTC 217 000 217 000

MOLL MIKAEL 0000081 SNTC 5 000 000 5 000 000Represents total 5 000 000 5 000 000

With proxy: ZERES PUBLIC MARKET FUND 0000073 SNTC 5 000 000 5 000 000

Appendix 1


Name Votingticket


RISBECKER TOMAS 0000076 SNTC 3 924 242 3 924 242Represents total 3 924 242 3 924 242

With proxy: AMF AKTIEFOND MIX 0000008 SNTC 36 800 36 800With proxy: AMF AKTIEFOND SMÅBOLAG 0000009 SNTC 702 600 702 600With proxy: AMF AKTIEFOND SVERIGE 0000010 SNTC 1 491 563 1 491 563With proxy: AMF AKTIEFOND VÄRLDEN 0000011 SNTC 1 190 102 1 190 102With proxy: AMF BALANSFOND 0000012 SNTC 503 177 503 177

JONSSON JONAS 0000074 SNTC 2 564 460 2 564 460Represents total 2 564 460 2 564 460

With proxy: ADELPHI EMERGING EUROPE FUND0000005 SNTC 301 943 301 943With proxy: ADELPHI EMERGING EUROPEPARTNERS L.P.

0000006 SNTC 38 057 38 057

With proxy: AMUNDI SMALL CAP EUROPE 0000013 SNTC 430 035 430 035With proxy: BROWN BROTHERS HARRIMAN(LUXEMBOURG) SCA

0000017 SNTC 674 468 674 468

With proxy: ENSIGN PEAK ADVISORS, INC. 0000024 SNTC 219 470 219 470With proxy: EVANGELICAL LUTHERAN CHURCHIN AMERICA B

0000025 SNTC 21 873 21 873

With proxy: EVANGELICAL LUTHERAN CHURCHIN AMERICA B

0000026 SNTC 8 342 8 342

With proxy: GRD 12 ACTIONS 0000028 SNTC 386 751 386 751With proxy: GRD 22 - ACTIONS 0000029 SNTC 206 433 206 433With proxy: MAKENA CAPITAL HOLDINGS M, L.P.

0000053 SNTC 83 088 83 088

With proxy: NATIXIS INTERNATIONAL FUNDS(LUX) I NATI

0000055 SNTC 194 000 194 000

LARSSON FRANK 0000080 SNTC 2 330 140 2 330 140Represents total 2 330 140 2 330 140

With proxy: HANDELSBANKENBOSPARFONDEN BOSTADSR ATTE

0000030 SNTC 70 086 70 086

With proxy: HANDELSBANKEN MEGA SVERIGEINDEX

0000031 SNTC 16 308 16 308

With proxy: HANDELSBANKEN SVENSKASMABOLAGSFOND

0000032 SNTC 825 000 825 000

With proxy: HANDELSBANKEN SVERIGE INDEXCRITERI A

0000033 SNTC 67 000 67 000

With proxy: HANDELSBANKEN SVERIGEFOND 0000034 SNTC 691 000 691 000With proxy: HANDELSBANKEN SVERIGEFONDINDEX

0000035 SNTC 339 542 339 542

With proxy: HANDELSBANKENS NORDISKASMABOLAGSFO ND

0000036 SNTC 321 204 321 204

EKMAN ANNIKA 0000003 SNTC 2 000 000 2 000 000Represents total 2 000 000 2 000 000

With proxy: KESKINÄINENELÄKEVAKUUTUSYHTIÖ ILMARINEN

0000004 SNTC 2 000 000 2 000 000

HOLMGREN JILL 0000079 SNTC 546 422 546 422Represents total 546 422 546 422

With proxy: DOMINION RESOURCES INC.MASTER TRUS T

0000023 SNTC 32 480 32 480

With proxy: HERMES INVESTMENT FUNDSPUBLIC LIMI TEDC

0000037 SNTC 34 600 34 600

With proxy: LOCKHEED MARTIN CORPORATIONMASTER RETIR

0000050 SNTC 220 208 220 208


Name Votingticket


With proxy: MASTER TRUST AGREEMENTBETWEEN PFIZ ER I

0000054 SNTC 5 830 5 830

With proxy: STRATHCLYDE PENSION FUNDCAPELLA BUILDIN

0000064 SNTC 68 044 68 044

With proxy: TENNESSEE CONSOLIDATEDRETIREMENT S YSTE

0000069 SNTC 185 260 185 260

NILSSON, GUN 0000056 SNTC 49 180 49 180Represents total 49 180 49 180

NILSSON, GUN 0000056 SNTC 49 180 49 180

WALLIN, JOHAN 0000070 SNTC 31 921 31 921Represents total 31 921 31 921

WALLIN, JOHAN 0000070 SNTC 31 921 31 921

GUSTAFSSON ANNA 0000078 SNTC 10 055 10 055Represents total 10 055 10 055

With proxy: CANADIAN BROADCASTINGCORPORATION PENSIO

0000020 SNTC 10 055 10 055

BYGGE, JOHAN 0000018 SNTC 8 197 8 197Represents total 8 197 8 197

BYGGE, JOHAN 0000018 SNTC 8 197 8 197

LUNDBERG, JAN 0000051 SNTC 5 000 5 000Represents total 5 000 5 000

LUNDBERG, JAN 0000051 SNTC 5 000 5 000

STREIFFERT GÖRAN 0000077 SNTC 5 000 5 000Represents total 5 000 5 000

With proxy: C & G STREIFFERTFÖRETAGSUTVECKLING

0000019 SNTC 5 000 5 000

JOHANSSON, KJELL-ÅKE 0000048 SNTC 200 200Represents total 200 200

JOHANSSON, KJELL-ÅKE 0000048 SNTC 200 200

SNTC 63 750 838 63 750 838Total 63 750 838 63 750 838Total 15 attendees

Sanitec Corporation, P.O. Box 447, FIN-00101, Helsinki, Finland. Kaupintie 2, FIN-00440, Helsinki, Finland

Tel. +358 10 662 500 Fax +358 10 662 5100 Business ID 1955115-2 www.sanitec.com

NOTICE TO ATTEND THE ANNUAL GENERAL MEETING OF SANITEC CORPORATION

The shareholders of Sanitec Corporation are hereby given notice to attend the Annual

General Meeting on Tuesday 13 May 2014 at Radisson Blu Royal Viking Hotel at 16:00

CET, Vasagatan 1, in Stockholm, Sweden (the "Meeting").

INSTRUCTIONS FOR PARTICIPATION, NOTICE TO ATTEND AND PROXIES

Participation in the Meeting

Each shareholder, who is registered as such in the shareholders' register of the company

maintained by Euroclear Finland Oy on the record day Wednesday 30 April 2014, has the right

to participate in the Meeting. Shareholders, whose shares are registered on his/her personal

Finnish book-entry account, are registered as shareholders in the aforementioned

shareholders’ register.

Shareholders who are directly registered in the shareholders' register maintained by Euroclear

Finland Oy must in addition to the above, give a notice of their intention to attend the Meeting to

Sanitec no later than Thursday 8 May 2014 15:00 CET. Such notice shall be given by phone

+358 (0) 20 770 6887 or by a written notice to the company on the address Sanitec Corporation

"Annual General Meeting", Kaupintie 2, 00440 Helsinki, Finland.

Holders of nominee registered shares have the right to participate in the Meeting representing

such shares, which he/she would have been entitled to be registered for in the shareholders’

register held by Euroclear Finland Oy on the record day, Wednesday 30 April 2014. The right to

participate requires, in addition, that the shareholder for such shares has been reported to be

temporarily registered in the shareholders’ register maintained by Euroclear Finland Oy no later

than Thursday 8 May 2014 by 10 a.m. Finnish time. Such temporary registration in the

shareholders’ register held by Euroclear Finland Oy constitutes a notice to attend the Meeting

and no further actions from holders of nominee registered shares are required. Shareholders

intending to temporarily register its shares must notify its nominee well in advance of Thursday

8 May 2014 and instruct the nominee to arrange for such temporary registration of the

shareholder in the shareholders´ register maintained by Euroclear Finland Oy.

Shareholders, whose shares are registered with Euroclear Sweden AB, are to observe what is

stated under the next heading below.

Participation in the Meeting for shareholders whose shares are registered with Euroclear

Sweden AB

Shareholders with shares registered with Euroclear Sweden AB must, to fulfil the requirements

for participation in the Meeting, observe the following:

(i) the shareholder must be registered in the shareholders’ register maintained by

Euroclear Sweden AB not later than on Wednesday 30 April 2014, and

Appendix 2

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(ii) the shareholder must request from Euroclear Sweden AB temporary registration in

the shareholders’ register maintained by Euroclear Finland Oy. Such request must

be made on a special form, held available through the company's website

http://investors.sanitec.com/en/annual-general-meeting-2014 and must be submitted

to Euroclear Sweden AB no later than on Wednesday 30 April 2014 at 15:00

Swedish time.

Shareholders whose shares are registered in the name of a nominee in the shareholders’

register maintained by Euroclear Sweden AB must, in order to fulfil item (i) above, request a

temporary registration of the shares in their own names in the register. Shareholders intending

to temporary register its shares must notify its nominee well in advance of Wednesday 30 April

2014 and instruct the nominee to arrange for such temporary registration of the shareholder in

the shareholders´register maintained by Euroclear Sweden AB.

The request of temporary registration in the shareholders' register in accordance with item (ii)

above constitutes a notice to attend the Meeting. Hence, no further action is required from

shareholders submitting the form to Euroclear Sweden AB in accordance with item (ii) above.

Proxy representatives, power of attorneys, documents of authorisations etc.

Irrespective of whether a shareholder has its shares registered with Euroclear Finland Oy or

with Euroclear Sweden AB, a shareholder intending to participate by representation of a proxy

or representative at the Meeting, should send a power of attorney, certificate of registration or

other documents of authorisation to Sanitec at the following address well before the Meeting,

and no later than on Wednesday 30 April 2014:

Sanitec Corporation

c/o Euroclear Sweden AB

Box 191

SE-101 23 Stockholm

Sweden

A template proxy form is available on the company's website

http://investors.sanitec.com/en/annual-general-meeting-2014. Shareholders cannot vote or in

other way attend the Meeting from a distance via post, remote connection or other technical

device.

Shareholders and shareholder proxies may be accompanied by no more than two advisors at

the Meeting.

PROPOSED AGENDA

1. Opening of the Meeting

2. Election of Chairman at the Meeting

3. Preparation and approval of the voting list

http://investors.sanitec.com/en/annual-general-meeting-2014




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4. Approval of the agenda

5. Election of two persons to check and verify the minutes

6. Determination of whether the Meeting has been duly convened

7. Presentation by the President & CEO

8. Presentation of the review of the Board of Directors, financial statements including the

consolidated financial statements and of the Auditor's Report

9. Resolution on the adoption of the financial statements

10. Resolution on the proposed treatment of the Company's profit for the period as stated in

the adopted balance sheet and distribution of funds

11. Resolution on the discharge of liability of the members of the Board of Directors and the

President & CEO

12. Determination of the remuneration to the members of the Board of Directors and the

Auditor

13. Determination of the number of members of the Board of directors

14. Election of the members of the Board of Directors and the Chairman of the Board of

Directors

15. Election of Auditor

16. Resolution on the Nomination Committee

17. Resolution regarding guidelines for remuneration to senior executives

18. Resolution on amendments to the Articles of Association

19. Resolution regarding the introduction of a share based incentive plan, the

authorisation of the Board of Directors to resolve on acquisition of own shares and the

authorisation of the Board of Directors to resolve on transfer of own shares

20. Closing of the Meeting

PROPOSED RESOLUTIONS

Election of Chairman at the Meeting (item 2)

The Board of Directors proposes that Fredrik Cappelen is elected to be the Chairman of the

Meeting.

Resolution on the proposed treatment of the Company's profit for the period and

distribution of funds (item 10)

The Board of Directors proposes that EUR 22,000,000.00, equivalent to EUR 0.22 per share,

shall be distributed to the shareholders in EUR from the reserve for invested unrestricted equity

and that no dividend shall be paid, neither from the profit for the review period, nor from

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retained earnings and that the profit for the period is to be left to retained earnings in the

shareholders’ equity. The proposed record date for the distribution is Friday 16 May 2014. The

Board of Directors proposes that the payment date is Tuesday 3 June 2014 and the payments

are distributed on the same date to shareholders with shares registered with Euroclear Finland

Oy, and on or about the same day, through Euroclear Sweden AB, to shareholders whose

shares are registered with Euroclear Sweden AB. The latter distribution will, in case of the latter

shareholders, be distributed in EUR when possible, and otherwise in SEK after currency

conversion conducted by Euroclear Sweden AB.

Determination of the remuneration to the members of the Board of Directors and the

Auditor (item 12)

Prior to the Meeting, the first annual general meeting since the admission of the company's

shares on NASDAQ OMX Stockholm, the company has not had a formally elected Nomination

Committee. The company has however been informed that the Chairman of the Board of

Directors has consulted with the largest shareholder of the company, Sofia IV S.à r.l.,

representing 40 per cent of the shares and votes in the company, and that Sofia IV S.à r.l.

intends to propose that the annual remuneration to the Chairman of the Board of Directors shall

be 50,000 EUR and that the annual remuneration to the other members of the Board of

Directors shall be 25,000 EUR. For work in the Board committees it is proposed that annual

remuneration to the Chairman of the Remuneration Committee shall be 6,000 EUR and 3,000

EUR for other members of the Remuneration Committee and 9,000 EUR to the Chairman of

the Audit Committee and 6,000 EUR for other members of the Audit Committee. Remuneration

to the Auditor during the term of office is proposed to be paid on the basis of approved invoices.

Determination of the number of members of the Board of Directors and election of the

members of the Board of Directors and the Chairman of the Board of Directors (items 13

and 14)

The Company has further been informed that Sofia IV S.à r.l. intends to propose that the Board

of Directors shall comprise eight members without deputy members, that the Meeting resolves

to elect Joakim Rubin as a new member and to re-elect Fredrik Cappelen, Adrian Barden,

Johan Bygge, Caspar Callerström, Margareta Lehmann, Pekka Lettijeff and Ulf Mattsson as

members and Fredrik Cappelen as Chairman of the Board of Directors.

Information about the proposed members of the Board of Directors is available on the

company's website, http://investors.sanitec.com/en/annual-general-meeting-2014.

Election of Auditor (item 15)

The Board of Directors proposes that the Meeting shall elect the accounting firm KPMG Oy Ab

as Auditor for the period until the close of the annual general meeting 2015. KPMG Oy Ab will

appoint the authorised public accountant Virpi Halonen as auditor-in-charge.

Resolution on the Nomination Committee (item 16)



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The Company shall have a Nomination Committee which shall be appointed by the Chairman

of the Board of Directors contacting the four largest shareholders or shareholder groups in term

of votes according to a transcript of the share register maintained by Euroclear Sweden AB and

Euroclear Finland Oy as per the last day in August. Such shareholders shall be given the

opportunity of appointing a representative to, besides the Chairman of the Board of Directors,

constitute the Nomination Committee. If any of these shareholders elects to not appoint a

representative, then the right shall be transferred to the largest shareholder in turn in terms of

votes who is not already entitled to be represented on the Nomination Committee. The member

of the Nomination Committee who represents the shareholder controlling the largest number of

votes shall chair the Nomination Committee, if the other members do not decide otherwise. The

composition of the Nomination Committee shall be announced on the company's website as

soon as the Nomination Committee has been formed and in all events no later than six months

before the annual general meeting.

If a member of the Nomination Committee resigns, the Nomination Committee shall – if it

deems appropriate – request the shareholder that had appointed that member to appoint a new

member of the Nomination Committee. If that shareholder is no longer within the group of the

four largest shareholders, the right to appoint such new member shall be transferred to the new

shareholder, falling within this group. In the event that the ownership structure of the company

is changed after the date the Nomination Committee has been formed as a result of one or

more shareholders who have appointed members to Nomination Committee are no more

among the four largest shareholders in terms of votes, the structure of the Nomination

Committee may also be changed accordingly, if the Nomination Committee so deem

appropriate. Changes in the structure of the Nomination Committee shall be disclosed as soon

as the changes have occurred. The Nomination Committee is appointed for a mandate period

up until a new Nomination Committee has been appointed.

The nomination committee shall present proposals regarding the items below, which are to be

resolved upon by the annual general meeting:

proposal for election of Chairman of the annual general meeting,

proposal for election of members of the Board of Directors,

proposal for election of Chairman of the Board of Directors,

proposal for remuneration to the Board of Directors, and distribution thereof between

the Chairman of the of the Board of Directors and other members of the Board of

Directors, as well as remuneration for work on the committees,

proposal for election of Auditor,

proposal for remuneration to the Auditor, and

proposal for rules of the Nomination Committee.

The Nomination Committee shall in performing its duties meet the requirements set by the

Swedish Corporate Governance Code for nomination committees. The company shall at the

request of the Nomination Committee provide staff resources, such as secretary of the

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Nomination Committee, in order to facilitate the Committee’s work. If so required, the company

shall also pay reasonable costs for external consultants which are considered necessary by the

Nomination Committee for it to perform its duties.

Resolution regarding guidelines for remuneration to senior executives (item 17)

For the President & CEO and other senior executives of Sanitec Group (the “Group

Management”), the principles for remuneration are reported below. The Board of Directors

proposes that the corresponding principles should be approved by the Meeting 2014 for the

period up to and including the annual general meeting 2015. The principles set forth below shall

apply to remuneration and other employment conditions of the Group Management.

Remuneration to the Group Management is determined by the Board of Directors based on

proposals from the Board of Directors’ Remuneration Committee.

Principles

The overall principles for remuneration to the Group Management shall be based on the

position held, individual performance, performance of the Group and remuneration shall be on

a competitive basis in the country of employment. The overall remuneration package for Group

Management comprises base salary, variable salary based on short-term annual performance

targets, long-term incentives, pension and other benefits. In addition, there are conditions on

notice of termination and severance pay.

Base salary

Base salary shall comprise the basis for total remuneration. The salary shall be related to the

relevant market and shall reflect the degree of responsibility involved in the position. The salary

levels shall be reviewed regularly, normally annually, in order to ensure continued

competitiveness and relation to the individual performance.

Variable salary related to annual performance targets

Members of the Group Management shall be entitled to variable salary based on annual

performance targets in addition to the base salary. These short-term performance targets shall

be based on the financial result for the Group and/or for the area for which the member of the

Group Management is responsible. Clearly defined objectives for first target level and second

target level of performance shall be stated in the beginning of each year and reflect the plans

approved by the Board of Directors. The variable salary shall be dependent on the position and

may in respect of the President & CEO amount to a maximum of 75% of the base salary and in

respect of other senior executives variable salary may be paid in the interval 30 - 50% of the

base salary, which also is the maximum total variable short-term remuneration.

Long-term incentive programs

The Board of Directors may annually evaluate if a long-term incentive program should be

proposed to the annual general meeting. Such programs are to be designed to ensure a long-

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term commitment to the company's development, promote own shareholdings in the company,

implemented on market terms and have a term of no less than three years.

Pensions and insurance

Pension and disability benefits shall be designed to reflect regulations and practice in the

country of employment and the value of the benefits shall match normally accepted levels in the

country. If possible, pension plans shall be defined contribution plans in accordance with the

Group pension policy.

Other benefits

Other benefits can be provided in accordance with normal practice in the country where the

member of Group Management is employed, such as company car benefit, health insurance or

similar benefits. However, these benefits shall not constitute a significant part of the total

remuneration and shall aim to facilitate the senior executive's duties and correspond to what is

considered reasonable in relation to market practice in the country of employment.

Notice of termination and severance pay

Members of Group Management have 6 months' notice period when notice is given on the

initiative of the employee. If the notice is given by the Company 6 months' notice is valid with

additional one year base salary as severance payment. Group Management shall be obliged

not to compete with the Company during the notice period. Local employment laws and

regulations in force on the labor market may influence the terms and conditions for notice given

by the company. Such deviations should be reported to the Board of Directors and in the

annual report.

Authority for the Board of Directors to deviate from the principles

Under special circumstances, the Board of Directors may deviate from these guidelines. In

case of such deviation, the next annual general meeting shall be informed of the reasons. The

Board of Directors may also deviate from these guidelines should it be required as a result of

previous agreements.

Resolution on amendments to the Articles of Association (item 18)

Since the company uses the Swedish and English languages, the Board of Directors proposes

that the Articles of Association are amended from Finnish into Swedish. Additionally, Section 1

(Name of the Company) would be amended to the effect that the name of the company is

Sanitec Abp, in Finnish Sanitec Oyj and in English Sanitec Corporation. In addition to the

change of language and the aforementioned amendment of the text of the articles of

association, no other amendments are proposed.

The Articles of Association in its proposed new wordings (in Swedish) are available on the

company's website http://investors.sanitec.com/en/annual-general-meeting-2014.



of 11

The resolution under item 18 is valid where supported by shareholders representing at least

two thirds of both votes cast and the shares represented at the Meeting.

Resolution regarding the introduction of a share based incentive plan, the authorisation of the Board of Directors to resolve on directed acquisition of own shares and the authorisation of the Board of Directors to resolve on transfer of own shares (item 19) The Board of Directors proposes that the Meeting resolves a) on the introduction of a share

based incentive plan ("Performance Share Plan 2014") for Sanitec Corporation ("Sanitec"), b)

to authorise the Board of Directors to resolve on directed acquisition of own shares, and c) to

authorise the Board of Directors to resolve on the transfer of own shares as set out below.

As regards item a) below, the proposal in this notice to convene the Meeting is a summary of

the key terms of the board proposal for the introduction of a share based incentive plan. The full

and unabridged version of the board proposal is available at the company's website

http://investors.sanitec.com/en/annual-general-meeting-2014.

a) Introduction of a share based incentive plan

The main reason for the introduction of Performance Share Plan 2014 is to align the

participants' interests and rewards with those of the shareholders and it is, therefore, for the

benefit of the company. Performance Share Plan 2014 will also strengthen Sanitec's ability to

recruit, motivate and retain leading industry talents and to balance short and long-term

remuneration and fixed and variable remuneration. Because Performance Share Plan 2014 is

Sanitec's first share based incentive plan following Sanitec's listing on NASDAQ OMX

Stockholm in December 2013, Performance Share Plan 2014 allows in part for shorter vesting

periods than is customary for Swedish long-term incentive plans, to cater for the transition into

a listed environment and to create share based incentives that can materialise before 2017.

Performance Share Plan 2014 comprises of approximately 25 employees, consisting of the top

management team and other key employees. To participate in Performance Share Plan 2014,

a personal shareholding in Sanitec is required. Following the vesting periods, the participants

will be allocated shares in Sanitec free of charge provided that certain conditions are fulfilled. In

order for so-called matching share rights to give the participant entitlement to receive shares in

Sanitec, continued employment with Sanitec is required, the personal shareholding in Sanitec

must have been continuously retained and the total shareholder return ("TSR") of the

shareholders in Sanitec must be greater than zero percent. Allocation of shares on the basis of

so-called performance share rights requires continued employment, the personal shareholding

must have been continually retained and, furthermore, depends on the fulfilment of certain

financial performance conditions. These financial performance conditions relate to Sanitec's

average organic net sales growth, average EBIT margin, average return on capital employed

(ROCE) and average growth in earnings per share. Performance Share Plan 2014 is split into

three different series according to the term of the vesting periods (Series 2014, Series 2014-

2015 and Series 2014-2016). As a maximum, 340,000 shares in Sanitec may be allocated

under Performance Share Plan 2014, representing 0.34 percent of the outstanding shares and



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votes in Sanitec. Depending on an evaluation of Performance Share Plan 2014 to be made

following the Annual General Meeting, the Board of Directors may propose to future Annual

General Meetings to adopt incentive plans based on principles similar to those of the proposed

Performance Share Plan 2014, although such future plans are not expected to include vesting

periods shorter than three years.

b) Authorisation of the Board of Directors to resolve on directed acquisition of own shares

The Board of Directors proposes that the Meeting resolves to authorise the Board of Directors

to on one or several occasions, resolve on directed acquisition of Sanitec's own shares as

follows.

A maximum of 340,000 shares may be acquired.

Acquisitions shall be conducted on NASDAQ OMX Stockholm at a price that is within the

registered range for the share price prevailing at the time (the so‐called spread), that is, the

range between the highest purchase price and the lowest selling price and observing the,

from time to time, applicable rules set out in the NASDAQ OMX Stockholm Rule Book for

Issuers. Where an acquisition is effected by a stock broker as assigned by Sanitec, the

share price may, however, correspond to the volume weighted average price during the

time period within which the shares were acquired, even if the volume weighted average

price on the day of delivery to Sanitec falls outside the spread.

Payment of the shares shall be made in cash.

Acquisitions shall be made for the purpose to secure Sanitec's obligations (including costs

for social security fees) under Performance Share Plan 2014, and other, at any time, share

based incentive plans adopted by the general meeting of shareholders from time to time.

The authorisation shall stay in force until 30 June 2015.

The reason for acquiring shares in deviation of the proportional holdings of each shareholder is

that the acquisitions form a part of fulfilling the obligations under the Performance Share Plan

2014. Therefore, the Board of Directors is of the opinion that weighty financial reasons exist for

the company to acquire shares in deviation of the proportional holdings of each shareholder.

c) Authorisation of the Board of Directors to resolve on transfer of own shares

The Board of Directors proposes that the Meeting resolves to authorise the Board of Directors

to, on one or several occasions, transfer own shares in Sanitec as follows.

Not more than 340,000 shares may be transferred.

The shares may be transferred to participants in Performance Share Plan 2014 who, under

the terms for Performance Share Plan 2014, are entitled to receive shares.

Transfer of shares shall be made at the time and according to the other terms pursuant to

which participants in Performance Share Plan 2014 are entitled to receive shares.

Transfer may take place via directed share issue without payment.

The authorisation shall stay in force until 12 May 2018.

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The reason for deviating from the shareholders' preferential rights is that the transfer of shares

is part of the execution of Performance Share Plan 2014. Therefore, the Board of Directors is of

the opinion that, taking into account the interests of all the shareholders, especially weighty

financial reasons exist for the company to carry out a share transfer deviating from the

shareholders' preferential rights and which requires no consideration to be paid to the

company.

Majority requirement

The proposal under item 19 shall be resolved upon as a single resolution. The resolution under

item 19 is valid where supported by shareholders representing at least two thirds of both votes

cast and the shares represented at the Meeting.

MISCELLANEOUS

The meeting place will open and reception of persons who are registered for the Meeting will

commence on 13 May 2014 at 15:00 CET.

Shares and votes

There are a total number of 100,000,000 shares of one series with equal voting rights

corresponding to 100,000,000 votes. As per the date of this convening notice the company

does not hold any own shares.

Documentation

The annual report, the Board of Directors' proposals under items 16, 17 and 19, information

regarding the proposed directors and the new proposed Articles of Association are available on

the Company's website http://investors.sanitec.com/en/annual-general-meeting-2014, at the

company's offices at Kaupintie 2, 00440 Helsinki, Finland, and will be sent to those

shareholders who so requests and state their postal address or email address. The documents

can be requested by phone +358 10 662 5426 or under the address Sanitec Corporation,

Kaupintie 2, 00440 Helsinki, Finland.

Language

The Meeting will be held in Swedish. Translation to English and Finnish will be available if

necessary.

Shareholders right to request information

Shareholders present at the Meeting have the right to request information regarding the items

dealt with at the Meeting in accordance with Chapter 5 Paragraph 25 in the Finnish Companies

Act.

Helsinki in April 2014



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SANITEC CORPORATION

THE BOARD OF DIRECTORS

_____________

For further information, visit http://investors.sanitec.com/en/annual-general-meeting-2014 or contact:

Niklas Alm, Head of Investor Relations Phone +358 10 662 5426

___________





Sanitec Corporation, P.O. Box 447, FIN-00101, Helsinki, Finland. Kaupintie 2, FIN-00440, Helsinki, Finland Tel. +358 10 662 500 Fax +358 10 662 5100 Business ID 1955115-2 www.sanitec.com

[Document Author] [Click to add date] Page 1 of 1 [email address] [Document Type]

Voting instructions Summary & instructions per agenda item / shareholder

Appendix 3

12727098 12727098

Punkt Ja Nej Avstår Ja Nej Avstår02 - Election of Chairman at the meeting 12 717 043 10 055 12 717 043,0 10 055,003 - Approval of the voting list 12 717 043 10 055 12 717 043,0 10 055,004 - Approval of the agenda 12 717 043 10 055 12 717 043,0 10 055,005 - Election of two persons to verify the minutes 12 717 043 10 055 12 717 043,0 10 055,006 - Determination whether Meeting duly convened 12 717 043 10 055 12 717 043,0 10 055,009 - Resolution on adoption financial statements 12 727 098 12 727 098,010 - Resolution on proposed treatement Company profit 12 727 098 12 727 098,011 - Resolution on discharge of liability members of the Board 12 533 098 194 000 12 533 098,0 194 000,012 - Determination remuneration to members of the Board & Auditor 12 727 098 12 727 098,013 - Determination of number of Board members 12 727 098 12 727 098,014 - Election of members of the Board & the Chairman 11 390 704 1 336 394 11 390 704,0 1 336 394,015 - Election of Audirtor 12 533 098 194 000 12 533 098,0 194 000,016 - Resolution on the Nomination Committee 11 584 704 1 142 394 11 584 704,0 1 142 394,017 - Resolution guidelines remuneration to senior executives 10 716 236 2 010 862 10 716 236,0 2 010 862,018 - Resolution on amendments to the Articles of Association 12 727 098 12 727 098,019 - Resolution on a share based incentive plan etc. 3 920 752 8 806 346 3 920 752,0 8 806 346,0

Sanitec2014 : Summering

Aktier Röster

Namn Ja Nej Avstår Ja Nej Avstår12 717 043 0 10 055 12 717 043 0,0 10 055,0

ADELPHI EMERGING EUROPE FUND JONSSON, JONAS 301 943,0 301 943,0ADELPHI EMERGING EUROPE PARTNERS L.P. JONSSON, JONAS 38 057,0 38 057,0AMERICAN CENTURY WORLD MUTUAL FUNDS INC. INTERNATIONAL OPPORTUNIAMAN, FUAD 151 250,0 151 250,0AMUNDI SMALL CAP EUROPE JONSSON, JONAS 430 035,0 430 035,0ARTISAN GLOBAL EQUITY FUND AMAN, FUAD 357 780,0 357 780,0ARTISAN INTERNATIONAL SMALL CAP FUND AMAN, FUAD 1 407 038,0 1 407 038,0ARTISAN PARTNERS GLOBAL FUNDS PUBLIC LIMITED COMPANY AMAN, FUAD 3 942,0 3 942,0BROWN BROTHERS HARRIMAN (LUXEMBOURG) SCA CUSTODIAN FOR FIDELITY JONSSON, JONAS 674 468,0 674 468,0CANADIAN BROADCASTING CORPORATION PENSION PLAN GUSTAFSSON, ANNA 10 055 10 055,0DALLAS POLICE AND FIRE PENSION SYSTEM AMAN, FUAD 14 204,0 14 204,0DOMINION RESOURCES INC. MASTER TRUS T HOLMGREN, JILL 32 480,0 32 480,0ENSIGN PEAK ADVISORS, INC. JONSSON, JONAS 219 470,0 219 470,0EVANGELICAL LUTHERAN CHURCH IN AMERICA BOARD OF PENSION JONSSON, JONAS 8 342,0 8 342,0EVANGELICAL LUTHERAN CHURCH IN AMERICA BOARD OF PENSION JONSSON, JONAS 21 873,0 21 873,0GOVERNMENT OF NORWAY AMAN, FUAD 660 658,0 660 658,0GRD 12 ACTIONS JONSSON, JONAS 386 751,0 386 751,0GRD 22 - ACTIONS JONSSON, JONAS 206 433,0 206 433,0HANDELSBANKEN BOSPARFONDEN BOSTADSR ATTERNA LARSSON, FRANK 70 086,0 70 086,0HANDELSBANKEN MEGA SVERIGE INDEX LARSSON, FRANK 16 308,0 16 308,0HANDELSBANKEN SVENSKA SMABOLAGSFOND LARSSON, FRANK 825 000,0 825 000,0HANDELSBANKEN SVERIGE INDEX CRITERI A LARSSON, FRANK 67 000,0 67 000,0HANDELSBANKEN SVERIGEFOND LARSSON, FRANK 691 000,0 691 000,0HANDELSBANKEN SVERIGEFOND INDEX LARSSON, FRANK 339 542,0 339 542,0HANDELSBANKENS NORDISKA SMABOLAGSFO ND LARSSON, FRANK 321 204,0 321 204,0HERMES INVESTMENT FUNDS PUBLIC LIMI TED COMPANY HOLMGREN, JILL 34 600,0 34 600,0JPMORGAN EUROPEAN INVESTMENT TRUST PLC AMAN, FUAD 34 936,0 34 936,0JPMORGAN EUROPEAN SMALLER COMPANIES TRUST PLC AMAN, FUAD 309 935,0 309 935,0JPMORGAN FUND II ICVC - JPM EUROPE SMALLER COMPANIES FUND AMAN, FUAD 24 240,0 24 240,0JPMORGAN FUNDS AMAN, FUAD 1 906,0 1 906,0JPMORGAN FUNDS AMAN, FUAD 3 507,0 3 507,0JPMORGAN FUNDS AMAN, FUAD 40 310,0 40 310,0JPMORGAN FUNDS AMAN, FUAD 87 009,0 87 009,0JPMORGAN FUNDS AMAN, FUAD 282 155,0 282 155,0JPMORGAN FUNDS AMAN, FUAD 889 711,0 889 711,0JPMORGAN INVESTMENT FUNDS AMAN, FUAD 370 418,0 370 418,0LIF PTY LIMITED AS TRUSTEE FOR LOCAL INVESTMENT FUND AMAN, FUAD 9 120,0 9 120,0LOCKHEED MARTIN CORPORATION MASTER RETIREMENT TRUST HOLMGREN, JILL 220 208,0 220 208,0M AND G INVESTMENT FUNDS (1 M AND G EUROPEAN SMALLER COMPANIES FUAMAN, FUAD 123 000,0 123 000,0MAKENA CAPITAL HOLDINGS M, L.P. JONSSON, JONAS 83 088,0 83 088,0MASTER TRUST AGREEMENT BETWEEN PFIZ ER INC AND THE NORTHERN TRUSHOLMGREN, JILL 5 830,0 5 830,0NATIXIS INTERNATIONAL FUNDS (LUX) I NATIXIS EUROPE SMALLER COMPANIES JONSSON, JONAS 194 000,0 194 000,0PUBLIC EMPLOYEES RETIREMENT ASSOCIATION OF NEW MEXICO AMAN, FUAD 14 387,0 14 387,0S2G AMAN, FUAD 119 175,0 119 175,0SCHRODER INTERNATIONAL SELECTION FUND AMAN, FUAD 19 840,0 19 840,0SCHRODER INTERNATIONAL SELECTION FUND AMAN, FUAD 300 000,0 300 000,0SCHRODER INTERNATIONAL SMALL COMPANIES PORTFOLIO AMAN, FUAD 39 834,0 39 834,0STATE OF ALASKA RETIREMENT AND BENEFITS PLANS AMAN, FUAD 21 541,0 21 541,0STRATHCLYDE PENSION FUND CAPELLA BUILDING HOLMGREN, JILL 68 044,0 68 044,0T. ROWE PRICE FUNDS SICAV AMAN, FUAD 16 869,0 16 869,0T. ROWE PRICE GLOBAL ALLOCATION FUND AMAN, FUAD 846,0 846,0T. ROWE PRICE INTERNATIONAL DISCOVERY FUND AMAN, FUAD 1 065 975,0 1 065 975,0T. ROWE PRICE INTERNATIONAL SMALL-CAP EQUITY TRUST AMAN, FUAD 89 435,0 89 435,0TENNESSEE CONSOLIDATED RETIREMENT S YSTEM HOLMGREN, JILL 185 260,0 185 260,0VANGUARD INTERNATIONAL EXPLORER FUND AMAN, FUAD 600 000,0 600 000,0WELLCOME TRUST AMAN, FUAD 217 000,0 217 000,0

Sanitec2014 : 02 - Election of Chairman at the meeting

Aktier Röster



Sanitec2014 : 03 - Approval of the voting list

Aktier Röster



Sanitec2014 : 04 - Approval of the agenda

Aktier Röster



Sanitec2014 : 05 - Election of two persons to verify the minutes

Aktier Röster



Sanitec2014 : 06 - Determination whether Meeting duly convened

Aktier Röster

Namn Ja Nej Avstår Ja Nej Avstår12 727 098 0 0 12 727 098 0,0 0,0

ADELPHI EMERGING EUROPE FUND JONSSON, JONAS 301 943,0 301 943,0ADELPHI EMERGING EUROPE PARTNERS L.P. JONSSON, JONAS 38 057,0 38 057,0AMERICAN CENTURY WORLD MUTUAL FUNDS INC. INTERNATIONAL OPPORTUNIAMAN, FUAD 151 250,0 151 250,0AMUNDI SMALL CAP EUROPE JONSSON, JONAS 430 035,0 430 035,0ARTISAN GLOBAL EQUITY FUND AMAN, FUAD 357 780,0 357 780,0ARTISAN INTERNATIONAL SMALL CAP FUND AMAN, FUAD 1 407 038,0 1 407 038,0ARTISAN PARTNERS GLOBAL FUNDS PUBLIC LIMITED COMPANY AMAN, FUAD 3 942,0 3 942,0BROWN BROTHERS HARRIMAN (LUXEMBOURG) SCA CUSTODIAN FOR FIDELITY JONSSON, JONAS 674 468,0 674 468,0CANADIAN BROADCASTING CORPORATION PENSION PLAN GUSTAFSSON, ANNA 10 055,0 10 055,0DALLAS POLICE AND FIRE PENSION SYSTEM AMAN, FUAD 14 204,0 14 204,0DOMINION RESOURCES INC. MASTER TRUS T HOLMGREN, JILL 32 480,0 32 480,0ENSIGN PEAK ADVISORS, INC. JONSSON, JONAS 219 470,0 219 470,0EVANGELICAL LUTHERAN CHURCH IN AMERICA BOARD OF PENSION JONSSON, JONAS 8 342,0 8 342,0EVANGELICAL LUTHERAN CHURCH IN AMERICA BOARD OF PENSION JONSSON, JONAS 21 873,0 21 873,0GOVERNMENT OF NORWAY AMAN, FUAD 660 658,0 660 658,0GRD 12 ACTIONS JONSSON, JONAS 386 751,0 386 751,0GRD 22 - ACTIONS JONSSON, JONAS 206 433,0 206 433,0HANDELSBANKEN BOSPARFONDEN BOSTADSR ATTERNA LARSSON, FRANK 70 086,0 70 086,0HANDELSBANKEN MEGA SVERIGE INDEX LARSSON, FRANK 16 308,0 16 308,0HANDELSBANKEN SVENSKA SMABOLAGSFOND LARSSON, FRANK 825 000,0 825 000,0HANDELSBANKEN SVERIGE INDEX CRITERI A LARSSON, FRANK 67 000,0 67 000,0HANDELSBANKEN SVERIGEFOND LARSSON, FRANK 691 000,0 691 000,0HANDELSBANKEN SVERIGEFOND INDEX LARSSON, FRANK 339 542,0 339 542,0HANDELSBANKENS NORDISKA SMABOLAGSFO ND LARSSON, FRANK 321 204,0 321 204,0HERMES INVESTMENT FUNDS PUBLIC LIMI TED COMPANY HOLMGREN, JILL 34 600,0 34 600,0JPMORGAN EUROPEAN INVESTMENT TRUST PLC AMAN, FUAD 34 936,0 34 936,0JPMORGAN EUROPEAN SMALLER COMPANIES TRUST PLC AMAN, FUAD 309 935,0 309 935,0JPMORGAN FUND II ICVC - JPM EUROPE SMALLER COMPANIES FUND AMAN, FUAD 24 240,0 24 240,0JPMORGAN FUNDS AMAN, FUAD 1 906,0 1 906,0JPMORGAN FUNDS AMAN, FUAD 3 507,0 3 507,0JPMORGAN FUNDS AMAN, FUAD 40 310,0 40 310,0JPMORGAN FUNDS AMAN, FUAD 87 009,0 87 009,0JPMORGAN FUNDS AMAN, FUAD 282 155,0 282 155,0JPMORGAN FUNDS AMAN, FUAD 889 711,0 889 711,0JPMORGAN INVESTMENT FUNDS AMAN, FUAD 370 418,0 370 418,0LIF PTY LIMITED AS TRUSTEE FOR LOCAL INVESTMENT FUND AMAN, FUAD 9 120,0 9 120,0LOCKHEED MARTIN CORPORATION MASTER RETIREMENT TRUST HOLMGREN, JILL 220 208,0 220 208,0M AND G INVESTMENT FUNDS (1 M AND G EUROPEAN SMALLER COMPANIES FUAMAN, FUAD 123 000,0 123 000,0MAKENA CAPITAL HOLDINGS M, L.P. JONSSON, JONAS 83 088,0 83 088,0MASTER TRUST AGREEMENT BETWEEN PFIZ ER INC AND THE NORTHERN TRUSHOLMGREN, JILL 5 830,0 5 830,0NATIXIS INTERNATIONAL FUNDS (LUX) I NATIXIS EUROPE SMALLER COMPANIES JONSSON, JONAS 194 000,0 194 000,0PUBLIC EMPLOYEES RETIREMENT ASSOCIATION OF NEW MEXICO AMAN, FUAD 14 387,0 14 387,0S2G AMAN, FUAD 119 175,0 119 175,0SCHRODER INTERNATIONAL SELECTION FUND AMAN, FUAD 19 840,0 19 840,0SCHRODER INTERNATIONAL SELECTION FUND AMAN, FUAD 300 000,0 300 000,0SCHRODER INTERNATIONAL SMALL COMPANIES PORTFOLIO AMAN, FUAD 39 834,0 39 834,0STATE OF ALASKA RETIREMENT AND BENEFITS PLANS AMAN, FUAD 21 541,0 21 541,0STRATHCLYDE PENSION FUND CAPELLA BUILDING HOLMGREN, JILL 68 044,0 68 044,0T. ROWE PRICE FUNDS SICAV AMAN, FUAD 16 869,0 16 869,0T. ROWE PRICE GLOBAL ALLOCATION FUND AMAN, FUAD 846,0 846,0T. ROWE PRICE INTERNATIONAL DISCOVERY FUND AMAN, FUAD 1 065 975,0 1 065 975,0T. ROWE PRICE INTERNATIONAL SMALL-CAP EQUITY TRUST AMAN, FUAD 89 435,0 89 435,0TENNESSEE CONSOLIDATED RETIREMENT S YSTEM HOLMGREN, JILL 185 260,0 185 260,0VANGUARD INTERNATIONAL EXPLORER FUND AMAN, FUAD 600 000,0 600 000,0WELLCOME TRUST AMAN, FUAD 217 000,0 217 000,0

Sanitec2014 : 09 - Resolution on adoption financial statements

Aktier Röster



Sanitec2014 : 10 - Resolution on proposed treatement Company profit

Aktier Röster

Namn Ja Nej Avstår Ja Nej Avstår12 533 098 194 000 0 12 533 098 194 000,0 0,0

ADELPHI EMERGING EUROPE FUND JONSSON, JONAS 301 943,0 301 943,0ADELPHI EMERGING EUROPE PARTNERS L.P. JONSSON, JONAS 38 057,0 38 057,0AMERICAN CENTURY WORLD MUTUAL FUNDS INC. INTERNATIONAL OPPORTUNIAMAN, FUAD 151 250,0 151 250,0AMUNDI SMALL CAP EUROPE JONSSON, JONAS 430 035,0 430 035,0ARTISAN GLOBAL EQUITY FUND AMAN, FUAD 357 780,0 357 780,0ARTISAN INTERNATIONAL SMALL CAP FUND AMAN, FUAD 1 407 038,0 1 407 038,0ARTISAN PARTNERS GLOBAL FUNDS PUBLIC LIMITED COMPANY AMAN, FUAD 3 942,0 3 942,0BROWN BROTHERS HARRIMAN (LUXEMBOURG) SCA CUSTODIAN FOR FIDELITY JONSSON, JONAS 674 468,0 674 468,0CANADIAN BROADCASTING CORPORATION PENSION PLAN GUSTAFSSON, ANNA 10 055,0 10 055,0DALLAS POLICE AND FIRE PENSION SYSTEM AMAN, FUAD 14 204,0 14 204,0DOMINION RESOURCES INC. MASTER TRUS T HOLMGREN, JILL 32 480,0 32 480,0ENSIGN PEAK ADVISORS, INC. JONSSON, JONAS 219 470,0 219 470,0EVANGELICAL LUTHERAN CHURCH IN AMERICA BOARD OF PENSION JONSSON, JONAS 8 342,0 8 342,0EVANGELICAL LUTHERAN CHURCH IN AMERICA BOARD OF PENSION JONSSON, JONAS 21 873,0 21 873,0GOVERNMENT OF NORWAY AMAN, FUAD 660 658,0 660 658,0GRD 12 ACTIONS JONSSON, JONAS 386 751,0 386 751,0GRD 22 - ACTIONS JONSSON, JONAS 206 433,0 206 433,0HANDELSBANKEN BOSPARFONDEN BOSTADSR ATTERNA LARSSON, FRANK 70 086,0 70 086,0HANDELSBANKEN MEGA SVERIGE INDEX LARSSON, FRANK 16 308,0 16 308,0HANDELSBANKEN SVENSKA SMABOLAGSFOND LARSSON, FRANK 825 000,0 825 000,0HANDELSBANKEN SVERIGE INDEX CRITERI A LARSSON, FRANK 67 000,0 67 000,0HANDELSBANKEN SVERIGEFOND LARSSON, FRANK 691 000,0 691 000,0HANDELSBANKEN SVERIGEFOND INDEX LARSSON, FRANK 339 542,0 339 542,0HANDELSBANKENS NORDISKA SMABOLAGSFO ND LARSSON, FRANK 321 204,0 321 204,0HERMES INVESTMENT FUNDS PUBLIC LIMI TED COMPANY HOLMGREN, JILL 34 600,0 34 600,0JPMORGAN EUROPEAN INVESTMENT TRUST PLC AMAN, FUAD 34 936,0 34 936,0JPMORGAN EUROPEAN SMALLER COMPANIES TRUST PLC AMAN, FUAD 309 935,0 309 935,0JPMORGAN FUND II ICVC - JPM EUROPE SMALLER COMPANIES FUND AMAN, FUAD 24 240,0 24 240,0JPMORGAN FUNDS AMAN, FUAD 1 906,0 1 906,0JPMORGAN FUNDS AMAN, FUAD 3 507,0 3 507,0JPMORGAN FUNDS AMAN, FUAD 40 310,0 40 310,0JPMORGAN FUNDS AMAN, FUAD 87 009,0 87 009,0JPMORGAN FUNDS AMAN, FUAD 282 155,0 282 155,0JPMORGAN FUNDS AMAN, FUAD 889 711,0 889 711,0JPMORGAN INVESTMENT FUNDS AMAN, FUAD 370 418,0 370 418,0LIF PTY LIMITED AS TRUSTEE FOR LOCAL INVESTMENT FUND AMAN, FUAD 9 120,0 9 120,0LOCKHEED MARTIN CORPORATION MASTER RETIREMENT TRUST HOLMGREN, JILL 220 208,0 220 208,0M AND G INVESTMENT FUNDS (1 M AND G EUROPEAN SMALLER COMPANIES FUAMAN, FUAD 123 000,0 123 000,0MAKENA CAPITAL HOLDINGS M, L.P. JONSSON, JONAS 83 088,0 83 088,0MASTER TRUST AGREEMENT BETWEEN PFIZ ER INC AND THE NORTHERN TRUSHOLMGREN, JILL 5 830,0 5 830,0NATIXIS INTERNATIONAL FUNDS (LUX) I NATIXIS EUROPE SMALLER COMPANIES JONSSON, JONAS 194000 194000PUBLIC EMPLOYEES RETIREMENT ASSOCIATION OF NEW MEXICO AMAN, FUAD 14 387,0 14 387,0S2G AMAN, FUAD 119 175,0 119 175,0SCHRODER INTERNATIONAL SELECTION FUND AMAN, FUAD 19 840,0 19 840,0SCHRODER INTERNATIONAL SELECTION FUND AMAN, FUAD 300 000,0 300 000,0SCHRODER INTERNATIONAL SMALL COMPANIES PORTFOLIO AMAN, FUAD 39 834,0 39 834,0STATE OF ALASKA RETIREMENT AND BENEFITS PLANS AMAN, FUAD 21 541,0 21 541,0STRATHCLYDE PENSION FUND CAPELLA BUILDING HOLMGREN, JILL 68 044,0 68 044,0T. ROWE PRICE FUNDS SICAV AMAN, FUAD 16 869,0 16 869,0T. ROWE PRICE GLOBAL ALLOCATION FUND AMAN, FUAD 846,0 846,0T. ROWE PRICE INTERNATIONAL DISCOVERY FUND AMAN, FUAD 1 065 975,0 1 065 975,0T. ROWE PRICE INTERNATIONAL SMALL-CAP EQUITY TRUST AMAN, FUAD 89 435,0 89 435,0TENNESSEE CONSOLIDATED RETIREMENT S YSTEM HOLMGREN, JILL 185 260,0 185 260,0VANGUARD INTERNATIONAL EXPLORER FUND AMAN, FUAD 600 000,0 600 000,0WELLCOME TRUST AMAN, FUAD 217 000,0 217 000,0

Sanitec2014 : 11 - Resolution on discharge of liability members of the Board

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Sanitec2014 : 12 - Determination remuneration to members of the Board & Auditor

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Sanitec2014 : 13 - Determination of number of Board members

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Namn Ja Nej Avstår Ja Nej Avstår11 390 704 1 336 394 0 11 390 704 1 336 394,0 0,0

ADELPHI EMERGING EUROPE FUND JONSSON, JONAS 301 943,0 301 943,0ADELPHI EMERGING EUROPE PARTNERS L.P. JONSSON, JONAS 38 057,0 38 057,0AMERICAN CENTURY WORLD MUTUAL FUNDS INC. INTERNATIONAL OPPORTUNIAMAN, FUAD 151 250,0 151 250,0AMUNDI SMALL CAP EUROPE JONSSON, JONAS 430035 430035ARTISAN GLOBAL EQUITY FUND AMAN, FUAD 357 780,0 357 780,0ARTISAN INTERNATIONAL SMALL CAP FUND AMAN, FUAD 1 407 038,0 1 407 038,0ARTISAN PARTNERS GLOBAL FUNDS PUBLIC LIMITED COMPANY AMAN, FUAD 3 942,0 3 942,0BROWN BROTHERS HARRIMAN (LUXEMBOURG) SCA CUSTODIAN FOR FIDELITY JONSSON, JONAS 674 468,0 674 468,0CANADIAN BROADCASTING CORPORATION PENSION PLAN GUSTAFSSON, ANNA 10 055,0 10 055,0DALLAS POLICE AND FIRE PENSION SYSTEM AMAN, FUAD 14 204,0 14 204,0DOMINION RESOURCES INC. MASTER TRUS T HOLMGREN, JILL 32 480,0 32 480,0ENSIGN PEAK ADVISORS, INC. JONSSON, JONAS 219 470,0 219 470,0EVANGELICAL LUTHERAN CHURCH IN AMERICA BOARD OF PENSION JONSSON, JONAS 8 342,0 8 342,0EVANGELICAL LUTHERAN CHURCH IN AMERICA BOARD OF PENSION JONSSON, JONAS 21 873,0 21 873,0GOVERNMENT OF NORWAY AMAN, FUAD 660 658,0 660 658,0GRD 12 ACTIONS JONSSON, JONAS 386751 386751GRD 22 - ACTIONS JONSSON, JONAS 206433 206433HANDELSBANKEN BOSPARFONDEN BOSTADSR ATTERNA LARSSON, FRANK 70 086,0 70 086,0HANDELSBANKEN MEGA SVERIGE INDEX LARSSON, FRANK 16 308,0 16 308,0HANDELSBANKEN SVENSKA SMABOLAGSFOND LARSSON, FRANK 825 000,0 825 000,0HANDELSBANKEN SVERIGE INDEX CRITERI A LARSSON, FRANK 67 000,0 67 000,0HANDELSBANKEN SVERIGEFOND LARSSON, FRANK 691 000,0 691 000,0HANDELSBANKEN SVERIGEFOND INDEX LARSSON, FRANK 339 542,0 339 542,0HANDELSBANKENS NORDISKA SMABOLAGSFO ND LARSSON, FRANK 321 204,0 321 204,0HERMES INVESTMENT FUNDS PUBLIC LIMI TED COMPANY HOLMGREN, JILL 34 600,0 34 600,0JPMORGAN EUROPEAN INVESTMENT TRUST PLC AMAN, FUAD 34 936,0 34 936,0JPMORGAN EUROPEAN SMALLER COMPANIES TRUST PLC AMAN, FUAD 309 935,0 309 935,0JPMORGAN FUND II ICVC - JPM EUROPE SMALLER COMPANIES FUND AMAN, FUAD 24 240,0 24 240,0JPMORGAN FUNDS AMAN, FUAD 1 906,0 1 906,0JPMORGAN FUNDS AMAN, FUAD 3 507,0 3 507,0JPMORGAN FUNDS AMAN, FUAD 40 310,0 40 310,0JPMORGAN FUNDS AMAN, FUAD 87 009,0 87 009,0JPMORGAN FUNDS AMAN, FUAD 282 155,0 282 155,0JPMORGAN FUNDS AMAN, FUAD 889 711,0 889 711,0JPMORGAN INVESTMENT FUNDS AMAN, FUAD 370 418,0 370 418,0LIF PTY LIMITED AS TRUSTEE FOR LOCAL INVESTMENT FUND AMAN, FUAD 9 120,0 9 120,0LOCKHEED MARTIN CORPORATION MASTER RETIREMENT TRUST HOLMGREN, JILL 220 208,0 220 208,0M AND G INVESTMENT FUNDS (1 M AND G EUROPEAN SMALLER COMPANIES FUAMAN, FUAD 123 000,0 123 000,0MAKENA CAPITAL HOLDINGS M, L.P. JONSSON, JONAS 83 088,0 83 088,0MASTER TRUST AGREEMENT BETWEEN PFIZ ER INC AND THE NORTHERN TRUSHOLMGREN, JILL 5 830,0 5 830,0NATIXIS INTERNATIONAL FUNDS (LUX) I NATIXIS EUROPE SMALLER COMPANIES JONSSON, JONAS 194000 194000PUBLIC EMPLOYEES RETIREMENT ASSOCIATION OF NEW MEXICO AMAN, FUAD 14 387,0 14 387,0S2G AMAN, FUAD 119175 119175SCHRODER INTERNATIONAL SELECTION FUND AMAN, FUAD 19 840,0 19 840,0SCHRODER INTERNATIONAL SELECTION FUND AMAN, FUAD 300 000,0 300 000,0SCHRODER INTERNATIONAL SMALL COMPANIES PORTFOLIO AMAN, FUAD 39 834,0 39 834,0STATE OF ALASKA RETIREMENT AND BENEFITS PLANS AMAN, FUAD 21 541,0 21 541,0STRATHCLYDE PENSION FUND CAPELLA BUILDING HOLMGREN, JILL 68 044,0 68 044,0T. ROWE PRICE FUNDS SICAV AMAN, FUAD 16 869,0 16 869,0T. ROWE PRICE GLOBAL ALLOCATION FUND AMAN, FUAD 846,0 846,0T. ROWE PRICE INTERNATIONAL DISCOVERY FUND AMAN, FUAD 1 065 975,0 1 065 975,0T. ROWE PRICE INTERNATIONAL SMALL-CAP EQUITY TRUST AMAN, FUAD 89 435,0 89 435,0TENNESSEE CONSOLIDATED RETIREMENT S YSTEM HOLMGREN, JILL 185 260,0 185 260,0VANGUARD INTERNATIONAL EXPLORER FUND AMAN, FUAD 600 000,0 600 000,0WELLCOME TRUST AMAN, FUAD 217 000,0 217 000,0

Sanitec2014 : 14 - Election of members of the Board & the Chairman

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Namn Ja Nej Avstår Ja Nej Avstår12 533 098 194 000 0 12 533 098 194 000,0 0,0

ADELPHI EMERGING EUROPE FUND JONSSON, JONAS 301 943,0 301 943,0ADELPHI EMERGING EUROPE PARTNERS L.P. JONSSON, JONAS 38 057,0 38 057,0AMERICAN CENTURY WORLD MUTUAL FUNDS INC. INTERNATIONAL OPPORTUNIAMAN, FUAD 151 250,0 151 250,0AMUNDI SMALL CAP EUROPE JONSSON, JONAS 430 035,0 430 035,0ARTISAN GLOBAL EQUITY FUND AMAN, FUAD 357 780,0 357 780,0ARTISAN INTERNATIONAL SMALL CAP FUND AMAN, FUAD 1 407 038,0 1 407 038,0ARTISAN PARTNERS GLOBAL FUNDS PUBLIC LIMITED COMPANY AMAN, FUAD 3 942,0 3 942,0BROWN BROTHERS HARRIMAN (LUXEMBOURG) SCA CUSTODIAN FOR FIDELITY JONSSON, JONAS 674 468,0 674 468,0CANADIAN BROADCASTING CORPORATION PENSION PLAN GUSTAFSSON, ANNA 10 055,0 10 055,0DALLAS POLICE AND FIRE PENSION SYSTEM AMAN, FUAD 14 204,0 14 204,0DOMINION RESOURCES INC. MASTER TRUS T HOLMGREN, JILL 32 480,0 32 480,0ENSIGN PEAK ADVISORS, INC. JONSSON, JONAS 219 470,0 219 470,0EVANGELICAL LUTHERAN CHURCH IN AMERICA BOARD OF PENSION JONSSON, JONAS 8 342,0 8 342,0EVANGELICAL LUTHERAN CHURCH IN AMERICA BOARD OF PENSION JONSSON, JONAS 21 873,0 21 873,0GOVERNMENT OF NORWAY AMAN, FUAD 660 658,0 660 658,0GRD 12 ACTIONS JONSSON, JONAS 386 751,0 386 751,0GRD 22 - ACTIONS JONSSON, JONAS 206 433,0 206 433,0HANDELSBANKEN BOSPARFONDEN BOSTADSR ATTERNA LARSSON, FRANK 70 086,0 70 086,0HANDELSBANKEN MEGA SVERIGE INDEX LARSSON, FRANK 16 308,0 16 308,0HANDELSBANKEN SVENSKA SMABOLAGSFOND LARSSON, FRANK 825 000,0 825 000,0HANDELSBANKEN SVERIGE INDEX CRITERI A LARSSON, FRANK 67 000,0 67 000,0HANDELSBANKEN SVERIGEFOND LARSSON, FRANK 691 000,0 691 000,0HANDELSBANKEN SVERIGEFOND INDEX LARSSON, FRANK 339 542,0 339 542,0HANDELSBANKENS NORDISKA SMABOLAGSFO ND LARSSON, FRANK 321 204,0 321 204,0HERMES INVESTMENT FUNDS PUBLIC LIMI TED COMPANY HOLMGREN, JILL 34 600,0 34 600,0JPMORGAN EUROPEAN INVESTMENT TRUST PLC AMAN, FUAD 34 936,0 34 936,0JPMORGAN EUROPEAN SMALLER COMPANIES TRUST PLC AMAN, FUAD 309 935,0 309 935,0JPMORGAN FUND II ICVC - JPM EUROPE SMALLER COMPANIES FUND AMAN, FUAD 24 240,0 24 240,0JPMORGAN FUNDS AMAN, FUAD 1 906,0 1 906,0JPMORGAN FUNDS AMAN, FUAD 3 507,0 3 507,0JPMORGAN FUNDS AMAN, FUAD 40 310,0 40 310,0JPMORGAN FUNDS AMAN, FUAD 87 009,0 87 009,0JPMORGAN FUNDS AMAN, FUAD 282 155,0 282 155,0JPMORGAN FUNDS AMAN, FUAD 889 711,0 889 711,0JPMORGAN INVESTMENT FUNDS AMAN, FUAD 370 418,0 370 418,0LIF PTY LIMITED AS TRUSTEE FOR LOCAL INVESTMENT FUND AMAN, FUAD 9 120,0 9 120,0LOCKHEED MARTIN CORPORATION MASTER RETIREMENT TRUST HOLMGREN, JILL 220 208,0 220 208,0M AND G INVESTMENT FUNDS (1 M AND G EUROPEAN SMALLER COMPANIES FUAMAN, FUAD 123 000,0 123 000,0MAKENA CAPITAL HOLDINGS M, L.P. JONSSON, JONAS 83 088,0 83 088,0MASTER TRUST AGREEMENT BETWEEN PFIZ ER INC AND THE NORTHERN TRUSHOLMGREN, JILL 5 830,0 5 830,0NATIXIS INTERNATIONAL FUNDS (LUX) I NATIXIS EUROPE SMALLER COMPANIES JONSSON, JONAS 194000 194000PUBLIC EMPLOYEES RETIREMENT ASSOCIATION OF NEW MEXICO AMAN, FUAD 14 387,0 14 387,0S2G AMAN, FUAD 119 175,0 119 175,0SCHRODER INTERNATIONAL SELECTION FUND AMAN, FUAD 19 840,0 19 840,0SCHRODER INTERNATIONAL SELECTION FUND AMAN, FUAD 300 000,0 300 000,0SCHRODER INTERNATIONAL SMALL COMPANIES PORTFOLIO AMAN, FUAD 39 834,0 39 834,0STATE OF ALASKA RETIREMENT AND BENEFITS PLANS AMAN, FUAD 21 541,0 21 541,0STRATHCLYDE PENSION FUND CAPELLA BUILDING HOLMGREN, JILL 68 044,0 68 044,0T. ROWE PRICE FUNDS SICAV AMAN, FUAD 16 869,0 16 869,0T. ROWE PRICE GLOBAL ALLOCATION FUND AMAN, FUAD 846,0 846,0T. ROWE PRICE INTERNATIONAL DISCOVERY FUND AMAN, FUAD 1 065 975,0 1 065 975,0T. ROWE PRICE INTERNATIONAL SMALL-CAP EQUITY TRUST AMAN, FUAD 89 435,0 89 435,0TENNESSEE CONSOLIDATED RETIREMENT S YSTEM HOLMGREN, JILL 185 260,0 185 260,0VANGUARD INTERNATIONAL EXPLORER FUND AMAN, FUAD 600 000,0 600 000,0WELLCOME TRUST AMAN, FUAD 217 000,0 217 000,0

Sanitec2014 : 15 - Election of Audirtor

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ADELPHI EMERGING EUROPE FUND JONSSON, JONAS 301 943,0 301 943,0ADELPHI EMERGING EUROPE PARTNERS L.P. JONSSON, JONAS 38 057,0 38 057,0AMERICAN CENTURY WORLD MUTUAL FUNDS INC. INTERNATIONAL OPPORTUNIAMAN, FUAD 151 250,0 151 250,0AMUNDI SMALL CAP EUROPE JONSSON, JONAS 430035 430035ARTISAN GLOBAL EQUITY FUND AMAN, FUAD 357 780,0 357 780,0ARTISAN INTERNATIONAL SMALL CAP FUND AMAN, FUAD 1 407 038,0 1 407 038,0ARTISAN PARTNERS GLOBAL FUNDS PUBLIC LIMITED COMPANY AMAN, FUAD 3 942,0 3 942,0BROWN BROTHERS HARRIMAN (LUXEMBOURG) SCA CUSTODIAN FOR FIDELITY JONSSON, JONAS 674 468,0 674 468,0CANADIAN BROADCASTING CORPORATION PENSION PLAN GUSTAFSSON, ANNA 10 055,0 10 055,0DALLAS POLICE AND FIRE PENSION SYSTEM AMAN, FUAD 14 204,0 14 204,0DOMINION RESOURCES INC. MASTER TRUS T HOLMGREN, JILL 32 480,0 32 480,0ENSIGN PEAK ADVISORS, INC. JONSSON, JONAS 219 470,0 219 470,0EVANGELICAL LUTHERAN CHURCH IN AMERICA BOARD OF PENSION JONSSON, JONAS 8 342,0 8 342,0EVANGELICAL LUTHERAN CHURCH IN AMERICA BOARD OF PENSION JONSSON, JONAS 21 873,0 21 873,0GOVERNMENT OF NORWAY AMAN, FUAD 660 658,0 660 658,0GRD 12 ACTIONS JONSSON, JONAS 386751 386751GRD 22 - ACTIONS JONSSON, JONAS 206433 206433HANDELSBANKEN BOSPARFONDEN BOSTADSR ATTERNA LARSSON, FRANK 70 086,0 70 086,0HANDELSBANKEN MEGA SVERIGE INDEX LARSSON, FRANK 16 308,0 16 308,0HANDELSBANKEN SVENSKA SMABOLAGSFOND LARSSON, FRANK 825 000,0 825 000,0HANDELSBANKEN SVERIGE INDEX CRITERI A LARSSON, FRANK 67 000,0 67 000,0HANDELSBANKEN SVERIGEFOND LARSSON, FRANK 691 000,0 691 000,0HANDELSBANKEN SVERIGEFOND INDEX LARSSON, FRANK 339 542,0 339 542,0HANDELSBANKENS NORDISKA SMABOLAGSFO ND LARSSON, FRANK 321 204,0 321 204,0HERMES INVESTMENT FUNDS PUBLIC LIMI TED COMPANY HOLMGREN, JILL 34 600,0 34 600,0JPMORGAN EUROPEAN INVESTMENT TRUST PLC AMAN, FUAD 34 936,0 34 936,0JPMORGAN EUROPEAN SMALLER COMPANIES TRUST PLC AMAN, FUAD 309 935,0 309 935,0JPMORGAN FUND II ICVC - JPM EUROPE SMALLER COMPANIES FUND AMAN, FUAD 24 240,0 24 240,0JPMORGAN FUNDS AMAN, FUAD 1 906,0 1 906,0JPMORGAN FUNDS AMAN, FUAD 3 507,0 3 507,0JPMORGAN FUNDS AMAN, FUAD 40 310,0 40 310,0JPMORGAN FUNDS AMAN, FUAD 87 009,0 87 009,0JPMORGAN FUNDS AMAN, FUAD 282 155,0 282 155,0JPMORGAN FUNDS AMAN, FUAD 889 711,0 889 711,0JPMORGAN INVESTMENT FUNDS AMAN, FUAD 370 418,0 370 418,0LIF PTY LIMITED AS TRUSTEE FOR LOCAL INVESTMENT FUND AMAN, FUAD 9 120,0 9 120,0LOCKHEED MARTIN CORPORATION MASTER RETIREMENT TRUST HOLMGREN, JILL 220 208,0 220 208,0M AND G INVESTMENT FUNDS (1 M AND G EUROPEAN SMALLER COMPANIES FUAMAN, FUAD 123 000,0 123 000,0MAKENA CAPITAL HOLDINGS M, L.P. JONSSON, JONAS 83 088,0 83 088,0MASTER TRUST AGREEMENT BETWEEN PFIZ ER INC AND THE NORTHERN TRUSHOLMGREN, JILL 5 830,0 5 830,0NATIXIS INTERNATIONAL FUNDS (LUX) I NATIXIS EUROPE SMALLER COMPANIES JONSSON, JONAS 194 000,0 194 000,0PUBLIC EMPLOYEES RETIREMENT ASSOCIATION OF NEW MEXICO AMAN, FUAD 14 387,0 14 387,0S2G AMAN, FUAD 119175 119175SCHRODER INTERNATIONAL SELECTION FUND AMAN, FUAD 19 840,0 19 840,0SCHRODER INTERNATIONAL SELECTION FUND AMAN, FUAD 300 000,0 300 000,0SCHRODER INTERNATIONAL SMALL COMPANIES PORTFOLIO AMAN, FUAD 39 834,0 39 834,0STATE OF ALASKA RETIREMENT AND BENEFITS PLANS AMAN, FUAD 21 541,0 21 541,0STRATHCLYDE PENSION FUND CAPELLA BUILDING HOLMGREN, JILL 68 044,0 68 044,0T. ROWE PRICE FUNDS SICAV AMAN, FUAD 16 869,0 16 869,0T. ROWE PRICE GLOBAL ALLOCATION FUND AMAN, FUAD 846,0 846,0T. ROWE PRICE INTERNATIONAL DISCOVERY FUND AMAN, FUAD 1 065 975,0 1 065 975,0T. ROWE PRICE INTERNATIONAL SMALL-CAP EQUITY TRUST AMAN, FUAD 89 435,0 89 435,0TENNESSEE CONSOLIDATED RETIREMENT S YSTEM HOLMGREN, JILL 185 260,0 185 260,0VANGUARD INTERNATIONAL EXPLORER FUND AMAN, FUAD 600 000,0 600 000,0WELLCOME TRUST AMAN, FUAD 217 000,0 217 000,0

Sanitec2014 : 16 - Resolution on the Nomination Committee

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ADELPHI EMERGING EUROPE FUND JONSSON, JONAS 301 943,0 301 943,0ADELPHI EMERGING EUROPE PARTNERS L.P. JONSSON, JONAS 38 057,0 38 057,0AMERICAN CENTURY WORLD MUTUAL FUNDS INC. INTERNATIONAL OPPORTUNIAMAN, FUAD 151 250,0 151 250,0AMUNDI SMALL CAP EUROPE JONSSON, JONAS 430035 430035ARTISAN GLOBAL EQUITY FUND AMAN, FUAD 357 780,0 357 780,0ARTISAN INTERNATIONAL SMALL CAP FUND AMAN, FUAD 1 407 038,0 1 407 038,0ARTISAN PARTNERS GLOBAL FUNDS PUBLIC LIMITED COMPANY AMAN, FUAD 3 942,0 3 942,0BROWN BROTHERS HARRIMAN (LUXEMBOURG) SCA CUSTODIAN FOR FIDELITY JONSSON, JONAS 674468 674468CANADIAN BROADCASTING CORPORATION PENSION PLAN GUSTAFSSON, ANNA 10 055,0 10 055,0DALLAS POLICE AND FIRE PENSION SYSTEM AMAN, FUAD 14 204,0 14 204,0DOMINION RESOURCES INC. MASTER TRUS T HOLMGREN, JILL 32 480,0 32 480,0ENSIGN PEAK ADVISORS, INC. JONSSON, JONAS 219 470,0 219 470,0EVANGELICAL LUTHERAN CHURCH IN AMERICA BOARD OF PENSION JONSSON, JONAS 8 342,0 8 342,0EVANGELICAL LUTHERAN CHURCH IN AMERICA BOARD OF PENSION JONSSON, JONAS 21 873,0 21 873,0GOVERNMENT OF NORWAY AMAN, FUAD 660 658,0 660 658,0GRD 12 ACTIONS JONSSON, JONAS 386751 386751GRD 22 - ACTIONS JONSSON, JONAS 206433 206433HANDELSBANKEN BOSPARFONDEN BOSTADSR ATTERNA LARSSON, FRANK 70 086,0 70 086,0HANDELSBANKEN MEGA SVERIGE INDEX LARSSON, FRANK 16 308,0 16 308,0HANDELSBANKEN SVENSKA SMABOLAGSFOND LARSSON, FRANK 825 000,0 825 000,0HANDELSBANKEN SVERIGE INDEX CRITERI A LARSSON, FRANK 67 000,0 67 000,0HANDELSBANKEN SVERIGEFOND LARSSON, FRANK 691 000,0 691 000,0HANDELSBANKEN SVERIGEFOND INDEX LARSSON, FRANK 339 542,0 339 542,0HANDELSBANKENS NORDISKA SMABOLAGSFO ND LARSSON, FRANK 321 204,0 321 204,0HERMES INVESTMENT FUNDS PUBLIC LIMI TED COMPANY HOLMGREN, JILL 34 600,0 34 600,0JPMORGAN EUROPEAN INVESTMENT TRUST PLC AMAN, FUAD 34 936,0 34 936,0JPMORGAN EUROPEAN SMALLER COMPANIES TRUST PLC AMAN, FUAD 309 935,0 309 935,0JPMORGAN FUND II ICVC - JPM EUROPE SMALLER COMPANIES FUND AMAN, FUAD 24 240,0 24 240,0JPMORGAN FUNDS AMAN, FUAD 1 906,0 1 906,0JPMORGAN FUNDS AMAN, FUAD 3 507,0 3 507,0JPMORGAN FUNDS AMAN, FUAD 40 310,0 40 310,0JPMORGAN FUNDS AMAN, FUAD 87 009,0 87 009,0JPMORGAN FUNDS AMAN, FUAD 282 155,0 282 155,0JPMORGAN FUNDS AMAN, FUAD 889 711,0 889 711,0JPMORGAN INVESTMENT FUNDS AMAN, FUAD 370 418,0 370 418,0LIF PTY LIMITED AS TRUSTEE FOR LOCAL INVESTMENT FUND AMAN, FUAD 9 120,0 9 120,0LOCKHEED MARTIN CORPORATION MASTER RETIREMENT TRUST HOLMGREN, JILL 220 208,0 220 208,0M AND G INVESTMENT FUNDS (1 M AND G EUROPEAN SMALLER COMPANIES FUAMAN, FUAD 123 000,0 123 000,0MAKENA CAPITAL HOLDINGS M, L.P. JONSSON, JONAS 83 088,0 83 088,0MASTER TRUST AGREEMENT BETWEEN PFIZ ER INC AND THE NORTHERN TRUSHOLMGREN, JILL 5 830,0 5 830,0NATIXIS INTERNATIONAL FUNDS (LUX) I NATIXIS EUROPE SMALLER COMPANIES JONSSON, JONAS 194000 194000PUBLIC EMPLOYEES RETIREMENT ASSOCIATION OF NEW MEXICO AMAN, FUAD 14 387,0 14 387,0S2G AMAN, FUAD 119175 119175SCHRODER INTERNATIONAL SELECTION FUND AMAN, FUAD 19 840,0 19 840,0SCHRODER INTERNATIONAL SELECTION FUND AMAN, FUAD 300 000,0 300 000,0SCHRODER INTERNATIONAL SMALL COMPANIES PORTFOLIO AMAN, FUAD 39 834,0 39 834,0STATE OF ALASKA RETIREMENT AND BENEFITS PLANS AMAN, FUAD 21 541,0 21 541,0STRATHCLYDE PENSION FUND CAPELLA BUILDING HOLMGREN, JILL 68 044,0 68 044,0T. ROWE PRICE FUNDS SICAV AMAN, FUAD 16 869,0 16 869,0T. ROWE PRICE GLOBAL ALLOCATION FUND AMAN, FUAD 846,0 846,0T. ROWE PRICE INTERNATIONAL DISCOVERY FUND AMAN, FUAD 1 065 975,0 1 065 975,0T. ROWE PRICE INTERNATIONAL SMALL-CAP EQUITY TRUST AMAN, FUAD 89 435,0 89 435,0TENNESSEE CONSOLIDATED RETIREMENT S YSTEM HOLMGREN, JILL 185 260,0 185 260,0VANGUARD INTERNATIONAL EXPLORER FUND AMAN, FUAD 600 000,0 600 000,0WELLCOME TRUST AMAN, FUAD 217 000,0 217 000,0

Sanitec2014 : 17 - Resolution guidelines remuneration to senior executives

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Sanitec2014 : 18 - Resolution on amendments to the Articles of Association

Aktier Röster


ADELPHI EMERGING EUROPE FUND JONSSON, JONAS 301 943,0 301 943,0ADELPHI EMERGING EUROPE PARTNERS L.P. JONSSON, JONAS 38 057,0 38 057,0AMERICAN CENTURY WORLD MUTUAL FUNDS INC. INTERNATIONAL OPPORTUNIAMAN, FUAD 151250 151250AMUNDI SMALL CAP EUROPE JONSSON, JONAS 430035 430035ARTISAN GLOBAL EQUITY FUND AMAN, FUAD 357780 357780ARTISAN INTERNATIONAL SMALL CAP FUND AMAN, FUAD 1407038 1407038ARTISAN PARTNERS GLOBAL FUNDS PUBLIC LIMITED COMPANY AMAN, FUAD 3942 3942BROWN BROTHERS HARRIMAN (LUXEMBOURG) SCA CUSTODIAN FOR FIDELITY JONSSON, JONAS 674468 674468CANADIAN BROADCASTING CORPORATION PENSION PLAN GUSTAFSSON, ANNA 10055 10055DALLAS POLICE AND FIRE PENSION SYSTEM AMAN, FUAD 14 204,0 14 204,0DOMINION RESOURCES INC. MASTER TRUS T HOLMGREN, JILL 32 480,0 32 480,0ENSIGN PEAK ADVISORS, INC. JONSSON, JONAS 219470 219470EVANGELICAL LUTHERAN CHURCH IN AMERICA BOARD OF PENSION JONSSON, JONAS 8342 8342EVANGELICAL LUTHERAN CHURCH IN AMERICA BOARD OF PENSION JONSSON, JONAS 21873 21873GOVERNMENT OF NORWAY AMAN, FUAD 660658 660658GRD 12 ACTIONS JONSSON, JONAS 386751 386751GRD 22 - ACTIONS JONSSON, JONAS 206433 206433HANDELSBANKEN BOSPARFONDEN BOSTADSR ATTERNA LARSSON, FRANK 70 086,0 70 086,0HANDELSBANKEN MEGA SVERIGE INDEX LARSSON, FRANK 16 308,0 16 308,0HANDELSBANKEN SVENSKA SMABOLAGSFOND LARSSON, FRANK 825 000,0 825 000,0HANDELSBANKEN SVERIGE INDEX CRITERI A LARSSON, FRANK 67 000,0 67 000,0HANDELSBANKEN SVERIGEFOND LARSSON, FRANK 691 000,0 691 000,0HANDELSBANKEN SVERIGEFOND INDEX LARSSON, FRANK 339 542,0 339 542,0HANDELSBANKENS NORDISKA SMABOLAGSFO ND LARSSON, FRANK 321 204,0 321 204,0HERMES INVESTMENT FUNDS PUBLIC LIMI TED COMPANY HOLMGREN, JILL 34 600,0 34 600,0JPMORGAN EUROPEAN INVESTMENT TRUST PLC AMAN, FUAD 34936 34936JPMORGAN EUROPEAN SMALLER COMPANIES TRUST PLC AMAN, FUAD 309935 309935JPMORGAN FUND II ICVC - JPM EUROPE SMALLER COMPANIES FUND AMAN, FUAD 24240 24240JPMORGAN FUNDS AMAN, FUAD 1906 1906JPMORGAN FUNDS AMAN, FUAD 3507 3507JPMORGAN FUNDS AMAN, FUAD 40310 40310JPMORGAN FUNDS AMAN, FUAD 87009 87009JPMORGAN FUNDS AMAN, FUAD 282155 282155JPMORGAN FUNDS AMAN, FUAD 889711 889711JPMORGAN INVESTMENT FUNDS AMAN, FUAD 370418 370418LIF PTY LIMITED AS TRUSTEE FOR LOCAL INVESTMENT FUND AMAN, FUAD 9 120,0 9 120,0LOCKHEED MARTIN CORPORATION MASTER RETIREMENT TRUST HOLMGREN, JILL 220 208,0 220 208,0M AND G INVESTMENT FUNDS (1 M AND G EUROPEAN SMALLER COMPANIES FUAMAN, FUAD 123 000,0 123 000,0MAKENA CAPITAL HOLDINGS M, L.P. JONSSON, JONAS 83088 83088MASTER TRUST AGREEMENT BETWEEN PFIZ ER INC AND THE NORTHERN TRUSHOLMGREN, JILL 5830 5830NATIXIS INTERNATIONAL FUNDS (LUX) I NATIXIS EUROPE SMALLER COMPANIES JONSSON, JONAS 194000 194000PUBLIC EMPLOYEES RETIREMENT ASSOCIATION OF NEW MEXICO AMAN, FUAD 14387 14387S2G AMAN, FUAD 119175 119175SCHRODER INTERNATIONAL SELECTION FUND AMAN, FUAD 19840 19840SCHRODER INTERNATIONAL SELECTION FUND AMAN, FUAD 300000 300000SCHRODER INTERNATIONAL SMALL COMPANIES PORTFOLIO AMAN, FUAD 39834 39834STATE OF ALASKA RETIREMENT AND BENEFITS PLANS AMAN, FUAD 21541 21541STRATHCLYDE PENSION FUND CAPELLA BUILDING HOLMGREN, JILL 68044 68044T. ROWE PRICE FUNDS SICAV AMAN, FUAD 16869 16869T. ROWE PRICE GLOBAL ALLOCATION FUND AMAN, FUAD 846 846T. ROWE PRICE INTERNATIONAL DISCOVERY FUND AMAN, FUAD 1065975 1065975T. ROWE PRICE INTERNATIONAL SMALL-CAP EQUITY TRUST AMAN, FUAD 89435 89435TENNESSEE CONSOLIDATED RETIREMENT S YSTEM HOLMGREN, JILL 185260 185260VANGUARD INTERNATIONAL EXPLORER FUND AMAN, FUAD 600 000,0 600 000,0WELLCOME TRUST AMAN, FUAD 217 000,0 217 000,0

Sanitec2014 : 19 - Resolution on a share based incentive plan etc.

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THE BOARD OF DIRECTORS' PROPOSAL REGARDING RESOLUTION ON THE

NOMINATION COMMITTEE (ITEM 16)

The Company shall have a Nomination Committee which shall be appointed by the Chairman

of the Board of Directors contacting the four largest shareholders or shareholder groups in term

of votes according to a transcript of the share register maintained by Euroclear Sweden AB and

Euroclear Finland Oy as per the last day in August. Such shareholders shall be given the

opportunity of appointing a representative to, besides the Chairman of the Board of Directors,

constitute the Nomination Committee. If any of these shareholders elects to not appoint a

representative, then the right shall be transferred to the largest shareholder in turn in terms of

votes who is not already entitled to be represented on the Nomination Committee. The member

of the Nomination Committee who represents the shareholder controlling the largest number of

votes shall chair the Nomination Committee, if the other members do not decide otherwise. The

composition of the Nomination Committee shall be announced on the company's website as

soon as the Nomination Committee has been formed and in all events no later than six months

before the annual general meeting.

If a member of the Nomination Committee resigns, the Nomination Committee shall – if it

deems appropriate – request the shareholder that had appointed that member to appoint a new

member of the Nomination Committee. If that shareholder is no longer within the group of the

four largest shareholders, the right to appoint such new member shall be transferred to the new

shareholder, falling within this group. In the event that the ownership structure of the company

is changed after the date the Nomination Committee has been formed as a result of one or

more shareholders who have appointed members to Nomination Committee are no more

among the four largest shareholders in terms of votes, the structure of the Nomination

Committee may also be changed accordingly, if the Nomination Committee so deem

appropriate. Changes in the structure of the Nomination Committee shall be disclosed as soon

as the changes have occurred. The Nomination Committee is appointed for a mandate period

up until a new Nomination Committee has been appointed.

The nomination committee shall present proposals regarding the items below, which are to be

resolved upon by the annual general meeting:

proposal for election of Chairman of the annual general meeting,

proposal for election of members of the Board of Directors,

proposal for election of Chairman of the Board of Directors,

proposal for remuneration to the Board of Directors, and distribution thereof between

the Chairman of the of the Board of Directors and other members of the Board of

Directors, as well as remuneration for work on the committees,

proposal for election of Auditor,

proposal for remuneration to the Auditor, and

proposal for rules of the Nomination Committee.

Appendix 4

of 2

The Nomination Committee shall in performing its duties meet the requirements set by the

Swedish Corporate Governance Code for nomination committees. The company shall at the

request of the Nomination Committee provide staff resources, such as secretary of the

Nomination Committee, in order to facilitate the Committee’s work. If so required, the company

shall also pay reasonable costs for external consultants which are considered necessary by the

Nomination Committee for it to perform its duties.

______________

April 2014

Sanitec Corporation

The Board of Directors



THE BOARD OF DIRECTORS' PROPOSAL REGARDING GUIDELINES FOR

REMUNERATION TO SENIOR EXECUTIVES (ITEM 17)

For the President & CEO and other senior executives of Sanitec Group (the “Group

Management”), the principles for remuneration are reported below. The Board of Directors

proposes that the corresponding principles should be approved by the annual general meeting

2014 for the period up to and including the annual general meeting 2015. The principles set

forth below shall apply to remuneration and other employment conditions of the Group

Management. Remuneration to the Group Management is determined by the Board of Directors

based on proposals from the Board of Directors’ Remuneration Committee.

Principles

The overall principles for remuneration to the Group Management shall be based on the

position held, individual performance, performance of the Group and remuneration shall be on

a competitive basis in the country of employment. The overall remuneration package for Group

Management comprises base salary, variable salary based on short-term annual performance

targets, long-term incentives, pension and other benefits. In addition, there are conditions on

notice of termination and severance pay.

Base salary

Base salary shall comprise the basis for total remuneration. The salary shall be related to the

relevant market and shall reflect the degree of responsibility involved in the position. The salary

levels shall be reviewed regularly, normally annually, in order to ensure continued

competitiveness and relation to the individual performance

Variable salary related to annual performance targets

Members of the Group Management shall be entitled to variable salary based on annual

performance targets in addition to the base salary. These short-term performance targets shall

be based on the financial result for the Group and/or for the area for which the member of the

Group Management is responsible. Clearly defined objectives for first target level and second

target level of performance shall be stated in the beginning of each year and reflect the plans

approved by the Board of Directors. The variable salary shall be dependent on the position and

may in respect of the President & CEO amount to a maximum of 75% of the base salary and in

respect of other senior executives variable salary may be paid in the interval 30 - 50% of the

base salary, which also is the maximum total variable short-term remuneration.

Long-term incentive programs

The Board of Directors may annually evaluate if a long-term incentive program should be

proposed to the annual general meeting. Such programs are to be designed to ensure a long-

term commitment to the company's development, promote own shareholdings in the company,

implemented on market terms and have a term of no less than three years.

Appendix 5

of 2

Pensions and insurance

Pension and disability benefits shall be designed to reflect regulations and practice in the

country of employment and the value of the benefits shall match normally accepted levels in the

country. If possible, pension plans shall be defined contribution plans in accordance with the

Group pension policy.

Other benefits

Other benefits can be provided in accordance with normal practice in the country where the

member of Group Management is employed, such as company car benefit, health insurance or

similar benefits. However, these benefits shall not constitute a significant part of the total

remuneration and shall aim to facilitate the senior executive's duties and correspond to what is

considered reasonable in relation to market practice in the country of employment.

Notice of termination and severance pay

Members of Group Management have 6 months' notice period when notice is given on the

initiative of the employee. If the notice is given by the Company 6 months' notice is valid with

additional one year base salary as severance payment. Group Management shall be obliged

not to compete with the Company during the notice period. Local employment laws and

regulations in force on the labor market may influence the terms and conditions for notice given

by the company. Such deviations should be reported to the Board of Directors and in the

annual report.

Authority for the Board of Directors to deviate from the principles

Under special circumstances, the Board of Directors may deviate from these guidelines. In

case of such deviation, the next annual general meeting shall be informed of the reasons. The

Board of Directors may also deviate from these guidelines should it be required as a result of

previous agreements.

______________

April 2014

Sanitec Corporation




THE BOARD OF DIRECTORS' PROPOSAL REGARDING AMENDMENTS TO THE

ARTICLES OF ASSOCIATION (ITEM 18)

UNOFFICIAL ENGLISH TRANSLATION

ARTICLES OF ASSOCIATION

1 § Name of the Company

The name of the company is Sanitec Abp, in Finnish Sanitec Oyj and in English Sanitec

Corporation.

2 § Domicile

The domicile of the company is Helsinki.

3 § Line of Business

The company may, either directly or through its subsidiaries or affiliates, engage in the industry

of construction materials, ceramics and furniture and other related industrial and commercial

business activities, including service and financing activities and consultancy. The company

may also engage in securities trading and other investment activities.

4 § Accounting period

The accounting period of the company ends on 31 December each year.

5 § Book-entry system

The company's shares belong to a book-entry system after the expiry of the registration period

set by the Board of Directors.

6 § Board of Directors

The Board of Directors of the company has minimum of three and maximum of nine ordinary

members with one deputy member, if needed. The term of office of a Board member ends with

the conclusion of the Annual General Meeting of Shareholders following the election of the

Board member.

7 § Managing Director

The company has a Managing Director, appointed by the Board of Directors.

8 § Signing for the Company

The right to sign for the Company shall be vested with two members of the Board of Directors

acting together. In addition, the Board of Directors may delegate the right to sign for the

Appendix 6

of 3

Company to other persons. The Board of Directors shall decide on rights to sign for the

Company per procuram and otherwise.

9 § Auditor

The company has an auditor, which must be an auditing corporation approved by the Finland

Chamber of Commerce. The term of office of the auditor expires at the end of the Annual

General Meeting of Shareholders following the election.

10 § Notice convening a meeting

The notice convening the General Meeting of Shareholders must be delivered to the

shareholders by publishing the notice on the company's website or by a newspaper

announcement which is published in one or more widely circulated newspapers chosen by the

Board of Directors, or otherwise in a verifiable way no more than three (3) months and no less

than three (3) weeks before the meeting, and in any case at least nine (9) days before the

General Meeting record date referred to in Chapter 4, Section 2, Subsection 2 of the

Companies act.

In order to take part in a General Meeting a shareholder must register with the company at the

latest on the date mentioned in the notice, which may not be earlier than ten (10) days before

the General Meeting.

The venue for the General Meeting of Shareholders may be located in Helsinki, Finland or the

municipality of Stockholm, Sweden. The Board of Directors shall decide the venue for each

General Meeting of Shareholders.

11 § Annual General Meeting of Shareholders

The Annual General Meeting of Shareholders of the company must be held within six months

from the date when the accounting period ended.

At the meeting:

the following are presented

1. the financial statements, which include the consolidated financial statements, and the report

of the Board of Directors;

2. the auditor’s report;

the following are resolved upon

3. the adoption of the financial statements;

4. the use of profits shown in the balance sheet;

5. the discharge of members of the Board of Directors and the Managing Director from liability;

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6. the remuneration of the members of the Board of Directors and the auditor;

7. the number of the members of Board of Directors;

the following are elected

8. the chairman and members of the Board of Directors, and

9. the auditor.

______________

Adopted at the Annual General Meeting on 13 May 2014.



THE BOARD OF DIRECTORS' PROPOSAL REGARDING THE INTRODUCTION OF A

SHARE BASED INCENTIVE PLAN, THE AUTHORISATION OF THE BOARD OF

DIRECTORS TO RESOLVE ON DIRECTED ACQUISITION OF OWN SHARES AND THE

AUTHORISATION OF THE BOARD OF DIRECTORS TO RESOLVE ON TRANSFER OF

OWN SHARES

The Board of Directors proposes that the annual general meeting resolves (a) on the

introduction of a share based incentive plan ("Performance Share Plan 2014") for Sanitec

Corporation ("Sanitec"), (b) to authorise the Board of Directors to resolve on directed

acquisition of own shares and (c) to authorise the Board of Directors to resolve on the transfer

of own shares as set out below.

A) INTRODUCTION OF A SHARE BASED INCENTIVE PLAN

1.1 Performance Share Plan 2014 in brief

The main reason for the introduction of Performance Share Plan 2014 is to align the

participants' interests and rewards with those of the shareholders and it is, therefore, for the

benefit of the company. Performance Share Plan 2014 will also strengthen Sanitec's ability to

recruit, motivate and retain leading industry talents and to balance short and long-term

remuneration and fixed and variable remuneration. Because Performance Share Plan 2014 is

Sanitec's first share based incentive plan following Sanitec's listing on NASDAQ OMX

Stockholm in December 2013, Performance Share Plan 2014 allows in part for shorter vesting

periods than is customary for Swedish long-term incentive plans, to cater for the transition into

a listed environment and to create share based incentives that can materialise before 2017.

Performance Share Plan 2014 comprises of approximately 25 employees, consisting of the top

management team and other key employees. To participate in Performance Share Plan 2014,

a personal shareholding in Sanitec is required. Following the vesting periods, the participants

will be allocated shares in Sanitec free of charge provided that certain conditions are fulfilled. In

order for so-called matching share rights to give the participant entitlement to receive shares in

Sanitec, continued employment with Sanitec is required, the personal shareholding in Sanitec

must have been continuously retained and the total shareholder return ("TSR") of the

shareholders in Sanitec must be greater than zero percent. Allocation of shares on the basis of

so-called performance share rights requires continued employment, the personal shareholding

must have been continually retained and, furthermore, depends on the fulfilment of certain

financial performance conditions. These financial performance conditions relate to Sanitec's

average organic net sales growth, average EBIT margin, average return on capital employed

(ROCE) and average growth in earnings per share. Performance Share Plan 2014 is split into

three different series according to the term of the vesting periods (Series 2014, Series 2014-

2015 and Series 2014-2016). As a maximum, 340,000 shares in Sanitec may be allocated

under Performance Share Plan 2014, representing 0.34 percent of the outstanding shares and

votes in Sanitec.

Appendix 7

of 7

Depending on an evaluation of Performance Share Plan 2014 to be made following the annual

general meeting, the Board of Directors may propose to future annual general meetings to

adopt incentive plans based on principles similar to those of the proposed Performance Share

Plan 2014, although such future plans are not expected to include vesting periods shorter than

three years.

1.2 Participants in Performance Share Plan 2014

Performance Share Plan 2014 comprises of approximately 25 individuals consisting of the top

team management and certain key employees within the Sanitec Group, divided into three

categories:

The first category is comprised of the President & CEO of Sanitec.

The second category is comprised of the seven other members of the top management

team.

The third category is comprised of approximately 17 other key employees whose

performance has been considered to have a direct or indirect impact on the results of

Sanitec.

New members of the top management team or other key employees who have not yet

commenced their employment at the time when notification to participate in the plan at the

latest shall be given, may, on condition that the employment commences no later than 30

November 2014, be offered to participate in the plan, however except for Series 2014, if the

Board of Directors considers it to be in line with the purpose of Performance Share Plan 2014.

1.3 Personal shareholding, grant of share rights and vesting periods

To participate in Performance Share Plan 2014, the participant must have a personal

shareholding in Sanitec ("Saving Shares"), which shall be allocated to Performance Share Plan

2014. The Saving Shares may be acquired specifically for purposes of Performance Share Plan

2014 or be shares already held by the participant, provided that these have been acquired in

connection with or after Sanitec's listing on NASDAQ OMX Stockholm in December 2013.1 The

first category may allocate up to 7,000 Saving Shares, the second category may allocate up to

3,000 Saving Shares and the third category may allocate up to 1,750 Saving Shares. For each

Saving Share, the participant is granted one matching share right ("Matching Share Right") and

four performance share rights ("Performance Share Right") (each a "Share Right"). The Share

Rights will be split between the different series as follows: 1/6 to Series 2014, 2/6 to Series

2014-2015 and 3/6 to Series 2014-2016. The Share Rights will be granted to the participant

following the Annual General Meeting 2014 in connection with, or shortly after, an agreement is

made between the participant and Sanitec concerning participation in Performance Share Plan

2014. Each vesting period commences upon grant of the Share Rights and ends on the date

1 Shares subject to a lock-up undertaking made in connection with Sanitec's listing on NASDAQ OMX Stockholm in

December 2013 may not be allocated to Performance Share Plan 2014.

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when allocation, if any, of shares for the relevant Series occurs (a "Vesting Period"). Allocation

of shares on the basis of Share Rights will, except for in exceptional circumstances, occur after

the announcement of Sanitec's interim report for Q1 2015 with respect to Series 2014, the

interim report for Q1 2016 with respect to Series 2014-2015, and the interim report for Q1 2017

with respect to Series 2014-2016.

1.4 Conditions for the Share Rights

The following conditions apply to the Share Rights:

The Share Rights are granted free of charge.

Each Matching Share Right entitles the participant to receive, free of charge, one

Sanitec share on condition that the participant remains employed within the Sanitec

Group, that the participant continues to hold all the Saving Shares, and that the TSR of

the shareholders of Sanitec during the relevant Vesting Period is greater than zero

percent.

Allocation of shares on the basis of Performance Share Rights requires that the

participant remains employed within the Sanitec Group, that the participant continues to

hold all the Saving Shares and, furthermore, that certain financial performance targets

are fulfilled.

The participants may not transfer, pledge or dispose of the Share Rights or perform any

shareholders' rights regarding the Share Rights during the Vesting Periods.

Dividends paid on the Sanitec share will increase the number of shares that each Share

Right entitles to, in order to align the participants' and shareholders' interests.

The participant's maximum profit per Share Right is SEK 200 (including adjustments

due to dividends paid). If the value of the Sanitec share exceeds SEK 200 at vesting,

the number of shares that each Share Right entitles the participant to receive will be

reduced correspondingly.

1.5 Performance Share Rights

The number of Sanitec shares that will be allocated to the participant based on his or her

holding of Performance Share Rights will depend on the level of fulfilment of certain financial

performance conditions. These financial performance conditions relate to Sanitec's average

organic net sales growth, average EBIT margin, average return on capital employed (ROCE)

and average growth in earnings per share during the respective performance measurement

period.2 A minimum target level and a maximum target level for each of these performance

conditions has been established by the Board of Directors. These target levels differ between

Series 2014, Series 2014-2015 and Series 2014-2016, with increased target levels the longer

the term of the vesting period is. In order for each Performance Share Right to give entitlement

2 The financial performance conditions may be adjusted for items affecting comparability, i.e. non-recurring items,

such as results from divestment of businesses, costs related to major restructuring programs, income or costs related to major legal issues and similar exceptional income or costs.

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to one share in Sanitec, the maximum target level must have been fulfilled. Where the level of

fulfilment is between the minimum and maximum target levels, allocation will occur on a linear

basis.

1.6 Formulation and administration

The Board of Directors, or a specific committee appointed by the Board of Directors, shall be

responsible for the formulation and administration of Performance Share Plan 2014, and the

terms that will apply between Sanitec and the participant in the plan, within the scope of the

terms and directions set out herein. In connection therewith, the Board of Directors shall be

authorised to establish divergent terms for the plan regarding inter alia the Vesting Periods and

allocation of Sanitec shares in the event of termination of employment during the Vesting

Periods as a result of e.g. retirement. The Board of Directors shall be authorised to make the

necessary adjustments to fulfil specific rules or market prerequisites in other jurisdictions. In the

event that the delivery of shares to persons outside of Sweden cannot be achieved at

reasonable cost and with reasonable administrative efforts, the Board of Directors may decide

that the participating person may instead be offered cash based settlement. The Board of

Directors shall, in certain circumstances, be entitled to reduce the final allocation of Sanitec

shares or, in whole or in part, terminate the plan prematurely without compensation to the

participants if significant changes occur in Sanitec or on the market.

1.7 Scope

As a maximum, 340,000 shares in Sanitec can be allocated to the participants under

Performance Share Plan 2014, which represents 0.34 percent of all shares and votes in

Sanitec. The number of shares included in Performance Share Plan 2014 shall, under

conditions that the Board of Directors stipulates, be subject to recalculation where Sanitec

implements a bonus issue, a share split, a rights issue or similar measures, taking into account

customary practice for similar incentive plans.

1.8 Hedging

The Board of Directors proposes a resolution to authorise the Board of Directors to resolve on

directed acquisition of own shares (item B below) in order to provide Sanitec with the

opportunity to transfer own shares (treasury shares) to the participants (item C below) under

Performance Share Plan 2014 and also to use treasury shares to ensure sufficient liquidity for

the payment of future social security fees associated with proposed and implemented plans. As

an alternative to using, either wholly or in part, treasury shares to secure delivery of shares

under the plan, Sanitec may, depending on the Board of Directors' assessment on which

alternative is most cost-efficient and flexible, enter into one or several share swap agreement(s)

with a third party, under which the third party shall, in its own name, buy and transfer shares in

Sanitec to the participants in accordance with Performance Share Plan 2014. Such share swap

agreement may also be used for the purpose of hedging against social security fees resulting

from proposed and implemented plans.

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1.9 Estimated costs, and value, of Performance Share Plan 2014

The Share Rights cannot be pledged or transferred to others, but an estimated value for each

right can be calculated. The Board of Directors has estimated that the average value of each

Share Right is SEK 74.10. This estimate is based on the closing price (SEK 79.25) for the

Sanitec share on 14 March 2014. Based on the assumption that all persons who have been

offered participation in the plan participate, that they make the maximum investment and that

there is a 50 percent fulfilment of the four performance conditions and an estimated annual

employee turnover of ten percent, the aggregate estimated value of the Share Rights is

approximately EUR 1.1 million. This value is equivalent to approximately 0.1 percent of the

market capitalisation of Sanitec as of 14 March 2014.

The costs are recognised as employee benefits in the statement of profit and loss during the

Vesting Periods, in accordance with IFRS 2 on share-based payments. Social security costs

will be accrued in the statement profit or loss over the Vesting Periods. These costs will be

calculated based on the Sanitec share price development during the Vesting Periods and

allocation of the Share Rights. Based on an annual share price increase of 10 percent during

the plan, and the three different Vesting Periods of one (1) to three (3) years, the total cost of

Performance Share Plan 2014 including social security costs is estimated to amount to

approximately EUR 1.5 million, which on an annual basis is approximately 0.3 percent of

Sanitec's total employee benefits during the financial year 2013. The maximum cost for

Performance Share Plan 2014, based on the assumptions above, equals approximately EUR

4.0 million, including EUR 1.6 million in social security costs.

1.10 Effects on key ratios

In the event of full participation in Performance Share Plan 2014, Sanitec's employee benefits

are expected to increase with approximately EUR 0.6 million annually (including social security

costs). On a pro-forma basis for 2013, these costs are marginal and equal to a negative effect

on Sanitec's operating margin of approximately 0.09 percentage points and a decrease of

earnings per share of approximately EUR 0.005. The Board of Directors considers that the

positive effects on Sanitec's financial performance which are expected from an increased

shareholding by the participants, and the possibility to be allocated further shares in Sanitec

under Performance Share Plan 2014, outweigh the costs related to Performance Share Plan

2014.

1.11 Other incentive plans in Sanitec

There is no other share based incentive plan that is outstanding in Sanitec.

1.12 The preparation of the proposal

Performance Share Plan 2014 has been initiated by the Board of Directors and prepared

together with external advisors. The plan has been reviewed by the Remuneration Committee

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and dealt with at meetings of the Board of Directors during the beginning of 2014.

B) AUTHORISATION OF THE BOARD OF DIRECTORS TO RESOLVE ON DIRECTED

ACQUISITION OF OWN SHARES

The Board of Directors proposes that the annual general meeting resolves to authorise the

Board of Directors to on one or several occasions, resolve on directed acquisition of Sanitec's

own shares as follows.

A maximum of 340,000 shares may be acquired.

Acquisitions shall be conducted on NASDAQ OMX Stockholm at a price that is within the

registered range for the share price prevailing at the time (the so‐called spread), that is, the

range between the highest purchase price and the lowest selling price and observing the,

from time to time, applicable rules set out in the NASDAQ OMX Stockholm Rule Book for

Issuers. Where an acquisition is effected by a stock broker as assigned by Sanitec, the

share price may, however, correspond to the volume weighted average price during the

time period within which the shares were acquired, even if the volume weighted average

price on the day of delivery to Sanitec falls outside the spread.

Payment of the shares shall be made in cash.

Acquisitions shall be made for the purpose to secure Sanitec's obligations (including costs

for social security fees) under Performance Share Plan 2014, and other, at any time, share

based incentive plans adopted by the general meeting of shareholders from time to time.

The authorisation shall stay in force until 30 June 2015.

The reason for acquiring shares in deviation of the proportional holdings of each shareholder is

that the acquisitions form a part of fulfilling the obligations under the Performance Share Plan

2014. Therefore, the Board of Directors is of the opinion that weighty financial reasons exist for

the company to acquire shares in deviation of the proportional holdings of each shareholder.

C) AUTHORISATION OF THE BOARD OF DIRECTORS TO RESOLVE ON TRANSFER

OF OWN SHARES

The Board of Directors proposes that the annual general meeting resolves to authorise the

Board of Directors to, on one or several occasions, transfer own shares in Sanitec as follows.

Not more than 340,000 shares may be transferred.

The shares may be transferred to participants in Performance Share Plan 2014 who, under

the terms for Performance Share Plan 2014, are entitled to receive shares.

Transfer of shares shall be made at the time and according to the other terms pursuant to

which participants in Performance Share Plan 2014 are entitled to receive shares.

Transfer may take place via directed share issue without payment.

The authorisation shall stay in force until 12 May 2018.

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The reason for deviating from the shareholders' preferential rights is that the transfer of shares

is part of the execution of Performance Share Plan 2014. Therefore, the Board of Directors is of

the opinion that, taking into account the interests of all the shareholders, especially weighty

financial reasons exist for the company to carry out a share transfer deviating from the

shareholders' preferential rights and which requires no consideration to be paid to the

company.

Majority requirement

The proposal shall be resolved upon as a single resolution. The resolution is valid where

supported by shareholders representing at least two thirds of both votes cast and the shares

represented at the Meeting.

_____________

April 2014

Sanitec Corporation


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