RESOLUTIONS PASSED BY THE ANNUAL GENERAL MEETING OF MARTELA CORPORATION


MARTELA CORPORATION     STOCK EXCHANGE RELEASE     March 13, 2014 at 17.00

RESOLUTIONS PASSED BY THE ANNUAL GENERAL MEETING OF MARTELA CORPORATION

Martela Corporation's Annual General Meeting was held on Thursday, March 13, 2014. 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, 2013.
The Board of Directors proposes to the general meeting that no dividend be paid from the financial year 1 January 2013 – 31 December 2013.

The Annual General Meeting confirmed that the Board of Directors will consist of seven members and  Mr. Heikki Ala-Ilkka, Ms. Kirsi Komi, Mr. Heikki Martela, Mr. Pekka Martela, Ms. Pinja Metsäranta and Mr. Yrjö Närhinen re-elected as members of the Board of Directors and Mr. Eero Leskinen elected as a new member of the Board of Directors. The Annual General Meeting resolved a monthly compensation of EUR 3,000 be paid for the Chairman of the Board and EUR 1,500 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 13, 2014

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


Attachments

2014_0313 Release AGM.pdf