MARTELA OYJ STOCK EXCHANGE ANNOUNCEMENT FEBRUARY 15, 2007 1 (2)
ANNUAL GENERAL MEETING OF MARTELA OYJ
The Annual General Meeting will be held on March 20, 2007. The Board of Directors
proposes that in addition to the statutory matters, the Annual General Meeting
decide to authorise the Board of Directors to decide on the acquisition and
disposal of the Company's own shares.
The Annual General Meeting of Martela Oyj will be held on Tuesday March 20, 2007
at 3 p.m. in Martela House, Takkatie 1, 00370 Helsinki.
The Board of Directors of Martela Oyj has decided to propose to the Annual
General Meeting that in addition to the statutory matters, following issues will
be handled:
1. Proposal for the Board's authorisation to acquire the Company's own shares.
The Board of Directors would be authorised to decide to acquire the Company's
own shares with assets distributable as profit on the following terms:
1.1 During the authorisation period, the aggregate number of acquired shares
added with the number of shares bought on the ground of previous authorisation
shall not exceed 207,780 of the Company's A-series shares.
1.2 The shares shall be acquired at the current market price via public trading
on the Helsinki Stock Exchange.
1.3 The shares may be acquired as required: to be part of the Company's pay
or incentive system, to be used in connection with corporate acquisitions or
restructuring if, in the light of the Company's share specific indexes, it is
in the interest of shareholders or, if the Board of Directors finds it a
feasible way of using liquid funds, or for some other similar purpose.
1.4 The acquisition of shares reduces the distributable funds of the Company.
1.5 The authorisation is in force for one year from the date of the Annual
General Meeting.
1.6 The authorisation concerns the A-series shares of the Company and a maximum
of 5 per cent of the Company's share capital i.e. 207,780 A-series shares.
If the maximum number of shares is acquired by the Company under the
authorisation, the number of A-series shares owned by other shareholders will
decrease from 3,550,800 shares to 3,343,020 shares.
Any decisions by the Board of Directors under the authorisation will be published
separately. A shareholder that desires to sell all or part of his shares to the
Company shall give a mandate to such effect to an authorised
stockbroker after that the Board of Directors has decided separately to acquire
the Company's own shares.
2. Proposal for the Board's authorisation to dispose of Company's own shares.
The Board of Directors is authorised to decide on the disposal of the Company's
own shares acquired in accordance with a decision pursuant to the authorisation
set out in Clause 1 above on the following terms:
2.1 The authorisation concerns a maximum of 207,780 A-series shares
acquired by the Company.
2 (2)
2.2 The Board of Directors is authorised to decide to whom and in what order
the shares are disposed.
2.3 The shares may be used as part of the Company´s pay or incentive system,
as consideration in acquisitions of assets relating to the Company's business
activities and in possible corporate acquisitions as the Board of Directors
deems feasible. The disposal of the shares may also be effected via public
trading on the Helsinki Stock Exchange.
2.4 The shares shall be disposed at the market price from time to time formed
during public trading on the Helsinki Stock Exchange.
2.5 This authorisation is in force for one year from the date of the Annual
General Meeting.
Participating in Annual General Meeting
Shareholder who on Friday, March 9, 2007, at the latest has been listed as a
shareholder in the shareholders list held by Suomen Arvopaperikeskus has the
right to participate in the Annual General Meeting, if the law does not say
otherwise.
Shareholder who wishes to participate in the Annual General Meeting has to be
registered to the company by Monday March 19, 2007 at 4.30 p.m. to Katri Nenonen
either by mail to the address of Martela Oyj, PL 44, FI-00371 Helsinki, by phone:
+358 (0)10 345 5301, telefax: +358 (0)10 345 5345 or by e-
mail:katri.nenonen@martela.fi. The letter must arrive before the register time.
Eventual authorities are requested to be sent to the above address before the end
of register time.
Bulletin of financial statements and annual report
The bulletin of financial statements of the company are in the home-pages
www.martela.com. Annual report will be published during the week 10.
MARTELA OYJ
Torsten Hästö
Director, Finance and Administration
DISTRIBUTION
Helsinki Stock Exchange
Main News Media
www.martela.com