MARTELA CORPORATION STOCK EXCHANGE RELEASE March 14, 2012 at 17.00
RESOLUTIONS PASSED BY THE ANNUAL GENERAL MEETING OF MARTELA CORPORATION
Martela Corporation's Annual General Meeting was held on Wednesday, March 14, 2012. The Meeting approved the Financial Statements and discharged the members of the Board of Directors and CEO from liability for the financial period January 1 – December 31, 2011. The Board of Directors proposal for a dividend of EUR 0.45 /share was approved. The record date for dividend payments is March 19, 2012 and the dividend will be paid on March 26, 2012
The Annual General Meeting confirmed that the Board of Directors will consist of seven members and Mr. Heikki Ala-Ilkka, Mr. Tapio Hakakari, Mr. Heikki Martela, Mr. Pekka Martela, Ms. Pinja Metsäranta and Mr. Jaakko Palsanen would be re-elected as members of the Board of Directors and Mr. Yrjö Närhinen would be elected as a new member of the Board of Directors. The Annual General Meeting resolved a monthly compensation of EUR 2,500 be paid for the Chairman of the Board and EUR 1,250 for the Board Members
Authorized Public Accountant KPMG Oy Ab was re-elected as the company's auditor. The remuneration of the auditor will be paid according to their invoice.
The Annual General Meeting authorized the Board in accordance with the proposal of the Board of Directors to decide on the repurchase of a maximum of 415,560 Company’s own A shares. Own shares will be repurchased in public trading on NASDAQ OMX Helsinki at the market price of the shares as per the time of repurchase. Own shares may be repurchased when necessary as a part of the Company’s salary and incentive scheme, for use in conjunction with corporate acquisitions and other business arrangements, if the Board deems this is in the interest of the shareholders in light of the company's share indicators, or if the Board deems it is an economical way of using liquid assets, or for some other similar purpose. The share repurchase authorization includes the right to repurchase shares otherwise than in proportion of the shareholdings. This share repurchase authorization will be valid for one year from the decision of the Annual General Meeting.
The Annual General Meeting authorized the Board in accordance with the proposal of the Board of Directors to resolve to issue a maximum of 415,560 new A shares and/or to dispose of the Company’s own A shares held by the Company either against payment or without payment (“Share Issue Authorization”).The new shares may be issued and the shares held by the Company may be disposed to the shareholders in proportion to their current shareholdings of the Company’s shares or through a directed share issue deviating from the shareholders pre-emptive right if the Company has a weighty financial reason in doing so. The authorization incurs the Board of Directors’ right to resolve on other terms of the share issue. The authorization will be valid for one year from the decision of the Annual General Meeting.
In Helsinki, March 14, 2012
Heikki Martela
Managing Director
For more information, please contact
Heikki Martela, Managing Director, tel. +358 50 502 4711
Distribution
NASDAQ OMX Helsinki
Main news media
www.martela.com