TAMFELT CORP. STOCK EXCHANGE RELEASE February 8, 2007 at 9.00 a.m.
SUMMONS TO ANNUAL GENERAL MEETING
The shareholders of Tamfelt Corp. are invited to attend the Annual General
Meeting to be held at 4.00 p.m. on Tuesday, March 20, 2007 at Group Headquarters,
Yrittäjänkatu 21, Tampere, Finland.
The following items will be discussed at the meeting:
1. Matters specified in Article 10 of the Articles of Association
2. Amendment of the Articles of Association
The Board proposes that the Articles of Association be amended as follows:
1. The heading of Article 3 is amended to read "Shares", and the first
paragraph of Article 3 concerning minimum and maximum share capital
as well as the eighth paragraph concerning the right to receive
funds distributed from the company as well as a subscription right
are removed. The fifth and sixth paragraphs of the same Article are
amended so that the provision regarding the increase of share
capital is replaced by a provision laying down the mutual proportion
of the classes of shares in new issues;
2. The first paragraph of Article 4 concerning the right to attend the
Annual General Meeting is amended so that the latest date appointed
by the Board to register attendance can be ten (10) days before the
meeting at the earliest, and the second paragraph is removed;
3. Article 7 is amended by replacing the right to sign for the company
by a right of representation;
4. Article 9 concerning the calling of Annual General Meetings is
amended to provide that the summons shall be published or sent not
earlier than two (2) months and not later than seventeen (17) days
before the meeting;
5. The terminology of Article 10 concerning Annual General Meetings is
amended as required by the new Companies Act.
BOARD OF DIRECTORS
Tamfelt's shareholders representing more than 35% of the vote will propose to the
Annual General Meeting that the number of Board members should be confirmed at
six and that from the present members Mikael von Frenckell, M.Soc.Sc., Martin
Lilius, M.Sc. (Eng.), Vesa Kainu, B.Sc. (Eng.), and Niklas Savander, M.Sc.
(Eng.), M.Sc. (Econ.), be re-elected. The above shareholders will also propose
that Carl-Magnus Cedercreutz, M.Sc. (Eng.), MBA, who has served as a deputy
member, should be elected as an ordinary member of the Board.
AUDITORS
Further, the above shareholders will propose that Authorized Public Accountants
Jari Paloniemi and Veikko Terho should be re-elected as auditors and Authorized
Public Accountants Jukka Lahdenpää and Moore Stephens Rewinet Oy Ab as deputy
auditors.
DIVIDEND DISTRIBUTION
The Board proposes to the Annual General Meeting that a dividend of 0.41 euros be
paid on a common share and 0.43 euros on a preferred share and an extra dividend
of 0.18 euros be paid on both classes of shares to improve the capital structure
and return on equity. The extra dividend includes the capital gain from the
disposal of the hydroelectric power plant Alakoski Oy.
The dividend confirmed by the Annual General Meeting shall be paid to
shareholders entered in the company's Shareholder Register maintained by Finnish
Central Securities Depository Ltd. on the dividend record date, Friday March 23,
2007 at the latest. According to the Board proposal, the dividend payment date
should be Friday, March 30, 2007.
DOCUMENTS
The documents related to the year-end accounts and the Board proposal will be on
display for shareholders from Tuesday, March 13, 2007 at Group Headquarters,
Yrittäjänkatu 21, Tampere, Finland. Copies will be sent to shareholders on
request.
RIGHT TO ATTEND
The right to attend the Annual General Meeting is held by shareholders entered in
the register of the Finnish Central Securities Depository Ltd on Friday, March 9,
2007 at the latest.
ENROLMENT
A shareholder wishing to attend the Annual General Meeting should notify the
company by telephone +358 10 404 9000/343, by letter addressed to Tamfelt Corp.,
Shareholder Register, P.O. Box 427, 33101 Tampere, Finland, or by e-mail to
mirja.takatalo@tamfelt.com by 4.00 p.m. on Friday, March 16, 2007. Proxies, if
any, should be delivered at the same time.
Helsinki, February 8, 2007
BOARD OF DIRECTORS
Anne Paloheimo-Seppänen
Communications Manager