Tekla Corporation Stock exchange release April 8, 2010 at 5:30 p.m. Decisions by the Tekla Corporation Annual General Meeting The Annual General Meeting (AGM) on April 8, 2010 adopted Tekla Corporation's financial statement as well as Tekla Group's financial statement, and discharged the Board and the CEO from liability. Dividend In line with the Board's proposal the AGM approved a dividend of 0.20 euros per share be paid for the financial period 2009 for a total dividend payout of 4,483,320 euros. The dividend record date is April 13, 2010 and the payment date is April 20, 2010. No dividend will be paid to the shares owned by the company. Election and remuneration of the Board of Directors As regular members of the Board until the conclusion of the Annual General Meeting 2011 were re-elected Ari Kohonen, Olli-Pekka Laine, Heikki Marttinen, Erkki Pehu-Lehtonen and Reijo Sulonen. Timo Keinänen was re-elected as deputy member. Juha Kajanen is the Tekla personnel representative on the Board and Kirsi Hakkila his personal deputy. The AGM decided to remain the compensation to the Board the same as in 2009: Chairman of the Board will receive 3,000 euros per month, Deputy Chairman of the Board 2,500 euros per month and 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. Auditor Ernst & Young Oy was elected as company auditor, with Erkka Talvinko, Authorized Public Accountant, as the auditor in charge. The auditor's remuneration will be based on invoicing. Amendment to the Articles of Association Based on the amendments of the Finnish Companies Act the AGM decided on amending Article 7 of the Articles of Association as follows: "Invitations to a general meeting of shareholders shall be delivered to shareholders at the latest three weeks before the meeting, however at the latest nine days before the record date of the general meeting by publishing it in at least one Finnish-language national daily newspaper determined by the Board of Directors or by dispatching the invitation to all shareholders in writing to their addresses as entered in the company shareholder register. In order to participate in the general meeting, shareholders shall register in advance at the latest on the date mentioned in the invitation to the general meeting, which shall be not earlier than ten (10) days prior to the meeting." Authorizations to the Board The AGM gave following authorizations to the Board: 1. The Board was authorized to decide 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, corresponding to approximately 19.9% of all the shares of the company, may be subscribed. 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 financing a merger or acquisition 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. 2. The Board was authorized to decide on the repurchase and transfer of the company's own shares in one or several lots on the following terms: A maximum total of 1,000,000 shares in the company may be purchased based on the authorization, however observing the provisions of the Finnish Companies Act on the maximum number of treasury shares held by a company at any given time. The shares may only be acquired in public trading at the going market price using the company's non-restricted equity. The rules of NASDAQ OMX Helsinki Ltd and Euroclear Finland Ltd will be followed in the acquisition of the shares. The own shares currently held by the company and its subsidiaries and the shares to be acquired based on this authorization (in total a maximum of 1,169,600 shares) account for approximately 5.2% of the total number of the company's shares. The authorization includes the Board's right to decide on all of the other terms and conditions of the share repurchase. The authorization therefore also includes the right to acquire the shares otherwise than in proportion to the holdings of the shareholders. Based on the authorization, the Board may decide on the transfer of a maximum of 1,169,600 treasury shares. The Board is authorized to decide on to whom and in which order the shares will 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 shares may be transferred as consideration in acquisitions or other transactions or in order to realize the company's share-based incentive systems in the manner and extent decided by the Board. The Board also has the right to decide on the sale of the treasury shares in public trading in order to finance possible acquisitions. The above authorizations will remain valid until the following Annual General Meeting but not longer than until April 30, 2011. Reduction of the share premium account The AGM decided on reducing the share premium account shown on the company's balance sheet of December 31, 2009 by 8,892,678.86 euros by transferring all the funds in the share premium account to the invested non-restricted equity fund. Following the reduction, the amount of the share premium account will be zero. The reduction of the share premium account requires a public notice and registration procedure in accordance with Chapter 14, Sections 3-5 of the Companies Act. The transfer of the funds in the account to invested non-restricted equity fund will increase the flexibility of the capital structure and the company's distributable shareholders' equity. Formative meeting of the Board In the formative meeting that was held after the AGM, the Board of Directors elected Heikki Marttinen to continue as Chairman, and Olli-Pekka Laine to continue as Deputy Chairman. TEKLA CORPORATION Board of Directors For further information, please contact: Ari Kohonen, President and CEO, phone 358 30 661 1468, firstname.lastname@tekla.com DISTRIBUTION:NASDAQ OMX Helsinki, Main Media Tekla is an international software product company whose model-based software solutions make customers' core processes more effective in building and construction, energy distribution, infrastructure management and water supply. Tekla has customers in nearly 100 countries. Tekla's net sales for 2009 were 50 million euros and operating result almost 7 million euros. International operations accounted for more than 80% of net sales. Tekla Group currently employs over 460 persons, of whom almost 200 are outside Finland. Tekla was established in 1966, making it one of the longest operating software companies in Finland. www.tekla.com <http://www.tekla.com/> [HUG#1401560]
Decisions by the Tekla Corporation Annual General Meeting
| Source: Tekla