Tekla Corporation Stock Exchange Release 25.2.2008 at 2.30 p.m. Notice of Annual General Meeting of Tekla Corporation The shareholders of Tekla Corporation are invited to the Annual General Meeting, which is held on Wednesday, March 19, 2008 at 3 p.m. in Tekla's head office at the address Metsänpojankuja 1, 02310 Espoo. The meeting will address the following issues: 1. The issues to be dealt with at the Annual General Meeting as defined in § 12 of the Articles of Association 2. Authorizing the Board of Directors to decide upon the increase of the company's share capital to develop business operations The Board proposes that the Board be authorized to decide within one year from the Annual General Meeting on the increase of the company's share capital in one or several lots of new shares so that a maximum of 4,500,000 new shares with a nominal value of 0.03 euros may be subscribed. The share capital can be raised by a maximum of 135.000 euros on the basis of this authorization. The authorization gives the right to waive the pre-emptive rights of shareholders as well as the right to decide on the pricing and other terms of the subscription. The pre-emptive rights of shareholders may be waived in the event that there is a compelling financial reason on the part of the company such as an acquisition or the financing of a transaction or some other action to develop the company's business operations. The Board is not authorized to waive the pre-emptive rights of shareholders in favor of company insiders. When the share capital is raised in a new share issue the Board is authorized to decide that shares may be subscribed against assets or otherwise on special terms. 3. Authorizing the Board to acquire the company's own shares The Board proposes that the Annual General Meeting authorize the Board to decide on the acquisition of the company's own shares using distributable earnings on the following terms: - The company's own shares are acquired for the development of the company's capital structure and to be used as means of payment at the discretion of the Board regarding object and extent when the company acquires assets related to its business operations or renders its own shares as payment in potential acquisitions or to be used as part of the company's remuneration and incentive system. - The maximum number of shares to be acquired is 500,000. - The own shares currently held by the company and its subsidiaries (in total 69,600 shares) and the shares to be acquired based on this authorization may constitute a maximum of 10% of the company's total share number and a maximum of 10% of the total number of votes. Since the company has only one share series and all shares entitle to one vote at the Annual General Meeting, the shares to be acquired will reduce the number of shares outstanding and the number of votes to be exercised at the Annual General Meeting by a maximum of 10% of all the shares and votes of the company. - The shares will be acquired in other than the current shareholder proportions since the company's shares are publicly traded at the Helsinki Stock Exchange and will be acquired in public trading. - The acquisition of the shares will reduce the distributable unrestricted equity of the company. - The shares will be acquired at the going market price in public trading. The purchase price for the shares will be paid to the sellers according to the payment schedule set by the rules of the Helsinki Stock Exchange and the Finnish Central Securities Depository Ltd. The insiders, as defined by the Companies Act, currently hold 38.2% of the company's share capital and they also hold 38.2% of the total number of votes. Should they not sell their shares and should the company acquire the authorized maximum number of its own shares, i.e. 569,600, the insiders will hold 41.7% of the votes after the acquisition. 4. Authorizing the Board to transfer the company's own shares The Board proposes that the Annual General Meeting authorize the Board to decide on the transfer of the company's own shares within one year from the Annual General Meeting. The authorization concerns all the company's own shares acquired by the company based on the authorizations given to the Board. The Board is authorized to decide to whom and in what order the acquired shares may be transferred. The Board may decide to transfer the shares in another proportion than the one in which the shareholders have a pre-emptive right to acquire the company's own shares. The authorization includes the right to define the grounds on which the transfer price is set. The transfer of the shares may also take place in public trading at the Helsinki Stock Exchange. The company's own shares may be used as means of payment at the discretion of the Board regarding object and extent when the company acquires assets related to its business operations or renders its own shares as payment in potential acquisitions or to be used as part of the company's remuneration and incentive system. The maximum number of shares that may be transferred is 569,600 and their total nominal book value is 17,088 euros. The Board of Directors will decide on other issues related to transferring the shares. The authorization is valid until the Annual General Meeting 2009 but not longer than one year from the Annual General Meeting i.e. until March 19, 2009. 5. Amendments to the Articles of Association The Board proposes the following amendments to the Articles of Association due to the amended Finnish Companies Act, and other mainly technical changes in order to make the Articles of Association clearer and compliant with the terms and provisions of the current Companies Act. - Omit the provisions on minimum and maximum share capital as well as number of shares (current 3 § and 4 §) - Omit the provisions on record date (new 3 §) - Amend the provisions on the right to represent the Company to comply with the terms of the new Companies Act (new 6 §) - Amend the provisions on timing of the Notice of a Shareholders' Meeting (new 7 §) - Amend the list of agenda items of the Annual General Meeting to comply with the new Companies Act (new 8 §) 6. The Financial Statement and the Board's proposal The copies of the documents related to the Financial Statement and of the Board's proposal with enclosures are available for shareholders as of March 7, 2008 at the address: Tekla Corporation, Metsänpojankuja 1, Espoo. Copies of the aforesaid documents will be mailed to shareholders on request. 7. Right to participate Shareholders who have been registered at the latest by March 7, 2008 in the shareholders' register kept by the Finnish Central Securities Depository Ltd are entitled to participate in the Annual General Meeting. 8. Notice of attendance Shareholders who wish to attend the Annual General Meeting must inform the company of their intention to do so at the latest by Monday, March 17, 2008, 4 p.m. either on the company's web site at www.tekla.com/go/AGM, in writing to the address: Tekla Corporation, Communications, P.O. Box 1, 02131 Espoo, Finland, or by phone +358 30 661 10 or by fax +358 9 8845 873 or by e-mail at communications@tekla.com. Proxies shall be submitted to the company in connection with the notice of attendance. 9. Composition of the Board of Directors Shareholders representing more than 50% of shares and votes propose the following board members be re-elected to the Board until the conclusion of the Annual General Meeting 2009: as regular members Ari Kohonen, Olli-Pekka Laine, Heikki Marttinen and Erkki Pehu-Lehtonen and as deputy member Timo Keinänen. Reijo Sulonen, professor, is proposed to be elected as a new Board member. All the persons have given their consent to the re-election. The persons proposed to the Board are introduced at the end of this invitation. In addition to this and according to the Articles of Association one representative of the personnel may be nominated to the Board with a personal deputy. 9. Compensation to the Board The proposal for the compensation to the Board is as follows: - Chairman of the Board 3,000 euros per month - Deputy Chairman of the Board 2,500 euros per month - other Members of the Board 2,000 euros per month In addition, the members' travel expenses will be reimbursed. The members of the Board employed by Tekla Group will not be paid any fees for their board work. 10. Company Auditors The Board proposes PricewaterhouseCoopers as auditors until the conclusion of the Annual General Meeting 2009. 11. Dividend The Board proposes to the Annual General Meeting, that a dividend of 0.50 euros per share be paid for the financial period 2007 for a total dividend payout of 11,258,300 euros. The dividend will be paid to shareholders entered in the company's shareholder register kept by the Finnish Central Securities Depository Ltd on the dividend record date March 26, 2008. The payment date for the dividend is April 3, 2008. No dividend will be paid to the shares owned by the company. 12. Annual Report Tekla's Annual Report 2007 is published on Tekla's Internet site www.tekla.com à Investors, latest on March 7, 2008. The company publishes no printed copies of the Annual Report. Espoo, February 25, 2008 TEKLA CORPORATION Board of Directors For further information, please contact: Ari Kohonen, President and CEO, phone 358 30 661 1468, ari.kohonen @ tekla.com DISTRIBUTION: Helsinki Stock Exchange, Main Media Tekla Corporation in Brief Tekla is an international software product company whose model-based software makes customers' core processes more effective in building and construction, energy distribution, infrastructure management and water supply. Tekla has customers in more than 80 countries. Tekla Group's net sales for 2007 were nearly 60 million euros and operating result approximately 20 million euros. International operations account for more than 80% of net sales. Tekla Group employs 400 people, of whom approximately 150 work outside Finland. Tekla was established in 1966, making it one of the oldest software companies in Finland. www.tekla.com Presentation of the Board members according to the proposal: Regular members: Ari Kohonen, M.Sc.(Engineering),Bachelor of Economics, Tekla's President and CEO, Member of the Board since 2003 Olli-Pekka Laine, M.Sc.(Engineering), Managing Director of Tapiola Pension, Deputy Chairman and member of the Board since 2003 Heikki Marttinen, M.Sc. (Economics and Business Administration), Strategic Management Consultant, Chairman of the Board since 2001, member of the Board since 2000 Erkki Pehu-Lehtonen, M.Sc. (Mechanical Engineering), President and CEO Pöyry Plc, Member of Tekla's Board since 2006 Reijo Sulonen, D.Tech., Professor, Information Processing Science, Helsinki University of Technology Deputy member: Timo Keinänen, M.Sc. (Economics and Business Management), Tekla's CFO, Deputy Member of the Board since 2004
Notice of Annual General Meeting of Tekla Corporation
| Source: Tekla