MARTELA OYJ STOCK EXCHANGE RELEASE MARCH 18, 2008
ANNUAL GENERAL MEETING OF MARTELA OYJ
Shareholders of Martela Oyj are invited to the Annual General Meeting, which
will be held on Tuesday, 1 April 2008, starting at 3.00 p.m. at Takkatie 1,
FIN-00370 Helsinki.
The following matters will be on the agenda:
1. The matters to be discussed at annual general meetings under §13 of
the Articles of Association
2. Amendment of the Articles of Association. Principal contents of the
amendment:
§1 The company's business name is Martela Oyj, Martela Corporation
in English, and it is domiciled in Helsinki.
§3 Provisions concerning minimum and maximum capital and number of shares,
or the first two paragraphs of §3, will be removed
§4 It will be confirmed that the company's shares are part of the book-entry
securities system.
Other items under the section will be removed as unnecessary.
§8 Amended as follows:
§8 Right of representation
The Chairman of the Board of Directors and the Managing Director both
alone and the members of the Board two together have the right to
represent the company.
The Board may authorize designated persons to represent the company.
§9 Auditing
Amended as follows:
The company has one auditor, which must be a public accountancy approved
by the Central Chamber of Commerce.
The term of the auditor includes the financial year in which the auditor
is elected and will conclude at the end of the first subsequent AGM.
§11 Notice of meeting
Amended as follows:
Notices of annual general meetings are delivered by newspaper
advertisement in at least one newspaper published daily in Helsinki as
decided by the Board of Directors.
The notices must be published at least three (3) months before the last
day of registration referred to in §12 and at least 7 days before said
day of registration.
A new item "registration for annual general meetings" is added and
is as follows:
§12 Registration for annual general meetings
In order to gain the right to attend an annual general meeting,
shareholders must register with the company within the period indicated
in the notice of meeting, which may be no earlier than ten (10) days
before the meeting.
§13 Annual General Meeting
The numbering will be amended to §13. The content will be revised to
comply with the Limited
Liability Companies Act as follows:
The Annual General Meeting must be held within six months of the end of
the financial year.
At the meeting
the following will be presented:
1. financial statements and the report of the Board of Directors;
2. the auditor's report;
decided:
3. approval of the financial statements;
4. use of the profit shown on the balance sheet;
5. discharge of the members of the Board and the Managing Director
from further liability;
6. the fees of the members of the Board and the auditor;
7. the number of members on the Board;
elected:
8. members of the Board;
9. auditor;
and discussed:
10.other matters mentioned in the notice of meeting.
The chairman of the annual general meeting will decide on the manner in which
voting shall be conducted.
3. The Board's proposal that the Annual General Meeting authorize the Board to
decide on acquisition of the company's own shares with non-restricted equity
under the following terms:
3.1 Under the authorisation, the Board may decide to acquire a maximum of
415,560 of the company's A series shares.
3.2 The shares shall be acquired through public trading on the OMX Nordic
Exchange Helsinki ('Stock Exchange').
3.3 When needed, the shares may be acquired for use in conjunction with
corporate mergers and acquisitions and other corporate arrangements if
the Board deems this to be in the interest of the shareholders in light
of the company's per share key figures, or if the Board deems it to be
an economical way to use liquid assets, or for some other purpose.
3.4. Shares acquired for the company may remain in the company's possession,
cancelled or assigned further.
3.5 The authorization will be valid to the end of the 2009 Annual General
Meeting.
3.6 The Board will decide on other matters concerning the acquisition of
the company's own shares.
4. The Board's proposal that the Annual General Meeting authorize the Board to
decide on the assignment of the company's own shares acquired under
the decisions referred to under item 3 above under the following terms:
4.1 The authorization is for a maximum of 415,560 of the company's own
A series shares acquired for the company.
4.2 The Board will be authorized to decide to whom and in what order
shares will be assigned.
4.3 The shares may be assigned as consideration when the company acquires
assets associated with its business operations and as consideration
in any merger or acquisition, in the manner and to the extent decided by
the Board of Directors. The assignment of shares can also be carried out
in public trading on the OMX Nordic Exchange Helsinki.
4.4 Shares held by the company may be assigned for a fee or free of charge.
4.5 The authorization will be valid to the end of the 2009 Annual General
Meeting.
4.6 The Board will decide on other matters concerning the assignment of
the company's own shares.
Board members and auditors
The shareholders, who represent a total of over 50 per cent of the company's
votes, have informed the company that they will propose that the following
current members are elected to the Board:
Heikki Ala-Ilkka, Tapio Hakakari, Jori Keckman, Heikki Martela, Pekka Martela
and Jaakko
Palsanen. Said shareholders have also announced that they will propose that KPMG
Oy, Authorised Public Accountants be elected as the company's auditor until the
end of the subsequent AGM.
Registration for the annual general meeting
To be entitled to attend the AGM, shareholders must be registered in the
shareholder register maintained at the Finnish Central Securities Depository Ltd
by Thursday 20 March 2008, unless otherwise provided by law.
Shareholders wishing to attend the AGM should register by Thursday, 27 March at
16.30 o'clock with Johanna Suhonen either by mail to Martela Oyj, P.O.Box,
FIN-00371, Helsinki, telephone to +358 (0)10 345 5301, telefax +358 (0)10 345
5345 or e-mail to johanna.suhonen@martela.fi. Letters must arrive before the end
of the registration period. Please send any powers-of-attorney to the above
address before the end of the registration period.
Payment of dividend
The Board of Directors has decided to propose to the AGM that a dividend of EUR
0.50 per share be distributed for 2007. Shareholders registered in the
shareholder register maintained at the Finnish Central Securities Depository Ltd
on the record date for dividend payment, Friday, 4 April 2008, will be entitled
to the dividend as proposed by the Board. The Board proposes that dividend be
paid on 11 April 2008.
Financial statement documents and Board proposals
Documents concerning the financial statements and other documents as required by
the Limited Liability Companies Act are available to shareholders at the company
head office, Martela Oyj, Takkatie 1, FIN-00370, Helsinki. Copies of the
documents will be sent to shareholders by request. The Martela 2007 Annual
Report is available at the company's web site (www.martela.fi).
Helsinki, 19 February 2008
Board of Directors
