Tamfelt Oyj Abp - Notice to general meeting

NOTICE TO EXTRAORDINARY GENERAL MEETING

TAMFELT CORP. STOCK EXCHANGE RELEASE November 9, 2009 at 4.20 p.m.


NOTICE TO EXTRAORDINARY GENERAL MEETING

Notice is given to the shareholders of Tamfelt Corp. to the Extraordinary
General Meeting to be held on Tuesday December 1, 2009 at 11 a.m. at Marina
Congress Center, Katajanokanlaituri 6, Helsinki. 


A. Matters on the agenda of the General Meeting and their course of procedure

1. Opening of the Meeting 

2. Calling the Meeting to order

3. Election of persons to scrutinize the minutes and to supervise the counting
of votes 

4. Recording the legality of the Meeting

5. Recording the attendance at the Meeting and the list of votes

6. Proposals of the Board of Directors pursuant to a public exchange offer

6.1 The public exchange offer of Metso Corporation regarding all issued and
outstanding shares and stock options of Tamfelt Corp. 

Metso Corporation (“Metso”) has announced on November 5, 2009 that it shall
make a public exchange offer regarding all issued and outstanding shares and
stock options of Tamfelt Corp. (“Tamfelt”). The purpose of Metso is to execute
the acquisition of shares throughout share exchange thus that the shareholders
of Tamfelt shall be entitled to receive as consideration for every ten (10)
shares owned and conveyed to Metso based on the exchange offer three (3) new
shares of Metso (“Exchange Offer”). For each stock option of Tamfelt Metso
shall offer EUR 0.35 as cash consideration. 

Exchange Offer is scheduled to commence on November 23, 2009 and to expire on
December 18, 2009. 

The Boards of Directors of Tamfelt and Metso have approved a combination
agreement on November 5, 2009 and the Exchange Offer regarding shares and stock
options of Tamfelt shall be executed in accordance with its terms. 

Subsequent to the Exchange Offer the Board of Directors of Tamfelt has given a
statement in which it recommends that the shareholders and holders of stock
options of Tamfelt shall accept the Exchange Offer and it is in the opinion of
the Board of Directors that the combination of Tamfelt and Metso is in the best
interest of Tamfelt and its shareholders and holders of stock options. 

Shareholders of Tamfelt, which shares represent 35.58 % of all shares and votes
of Tamfelt have undertaken to accept the Exchange Offer. 

Pursuant to the combination agreement the completion of the Exchange Offer
requires that the following conditions are satisfied or that Metso has waived
the requirement of satisfying the conditions or any of them: 

(a) The Exchange Offer has been bindingly accepted with respect to shares
representing at least sixty seven (67) percent of all shares and voting rights
in Tamfelt on a fully diluted basis (including shares already owned by Metso or
its affiliates); 

(b) The receipt of all necessary approvals from the relevant competition
authorities and possible conditions set forth in such approvals can be accepted
by Metso; 

(c) No such fact or circumstance has arisen of which Metso did not have
knowledge at the time of the announcement of the Exchange Offer, that either
has or is reasonably likely to have a material adverse effect on the business,
assets, financial condition, results of operations or future prospects of
Tamfelt and its subsidiaries; 

(d) The combination agreement between Metso and Tamfelt has not been terminated
in accordance with its terms and it continues to be in full force; and 

(e) A Extraordinary General Meeting of shareholders of Tamfelt has resolved to
remove Article 12 of Tamfelt's Articles of Association (Obligation to Redeem
Shares) and to elect Jorma Eloranta, Mikael von Frenckell, Pasi Laine Bertel
Langenskiöld and Jouko Oksanen as members of the Board of Directors of Tamfelt,
with the effectiveness of such resolutions being subject only to the public
announcement of Metso promptly after the expiration date to the effect that the
offer conditions of the Exchange Offer have been satisfied (or waived) by
Metso. 

6.2 Proposals to the General Meeting 

6.2.1 Removal of Article 12 of the Articles of Association 

The Board of Directors proposes to the Extraordinary General Meeting that the
Article 12 of the Articles of Association regarding the obligation to redeem
shares is removed from the Articles of Association. 
The resolution of the General Meeting regarding the removal of Article 12 of
the Articles of Association shall become in force and may only be registered if
Metso has announced that the Exchange Offer shall become completed in
accordance with the terms of the combination agreement. The resolution
regarding the removal of the Article 12 of the Articles of Association shall be
registered after Metso has announced that the Exchange Offer shall become
completed and before Metso has received into its possession the shares
exchanged by virtue of the Exchange Offer. 

6.2.2 Number and election of the members of the Board of Directors 

The present members of the Board of Directors of Tamfelt have announced that
they shall renounce from the board in case the Exchange Offer of Metso is
completed in accordance with the terms of the combination agreement. 

According to the Article 5 of Articles of Association of Tamfelt the Board of
Directors shall consist of no less than five (5) and no more than nine (9)
ordinary members. The number of members of the Board of Directors is confirmed
to be seven (7) in the Annual General Meeting held on March 18, 2009. 

In accordance with the combination agreement the Board of Directors proposes
that as number of the members of the Board of Directors be confirmed five (5)
and as members of the Board of Directors be elected from present members
M.Soc.Sc., Commercial Counsellor Mikael von Frenckell, M.Sc. (Econ.) Jouko
Oksanen and M.Sc. (Eng.) Pasi Laine and as new members CEO of Metso Corporation
Jorma Eloranta and President, Paper and Fiber Technology of Metso Corporation,
M.Sc. (Eng.)  Bertel Langenskiöld. The term of the elected members shall
commence immediately after the public announcement of Metso regarding the
completion of the Exchange Offer and shall continue until the end of the next
Annual General Meeting after the election. 


B. Documents of the General Meeting 

The proposals of the Board of Directors as well as this notice are available on
Tamfelt Corp.'s website at www.tamfelt.com. The proposals of the Board of
Directors are also available at the Meeting and copies of them and of this
notice will be sent to shareholders upon request. The minutes of the Meeting
will be available on the above-mentioned website as of two weeks after the
Meeting. 


C. Instructions for the participants in the General Meeting

1. Right to participate and registration

Each shareholder, who is registered on November 19, 2009 in the shareholders'
register of the Company held by Euroclear Finland Ltd, has the right to
participate in the General Meeting. Shareholder, whose shares have been
recorded in his/her personal Finnish book-entry account, is registered in the
Company's shareholders' register. 

A shareholder, who wants to participate in the General Meeting, shall register
for the Meeting no later than November 24, 2009. Such notice can be given: 

a) by email mirja.takatalo@tamfelt.com;
b) by telephone +358 10 404 9201; or
c) by regular mail to the address Tamfelt Corp., Shareregister, P.O.Box 427,
33101 Tampere, Finland. 

In connection with the registration, a shareholder shall notify his/her/its
name, address, telephone number and the name of a possible assistant. The
personal data will be used only in connection with the General Meeting and the
processing of related registration. 

Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is
present at the General Meeting has the right to request information with
respect to the matters to be considered at the Meeting. 

2. Proxy representative and powers of attorney

A shareholder may participate in the General Meeting by way of proxy
representation. A proxy representative shall produce a dated proxy document or
otherwise in a reliable manner demonstrate his/her right to represent the
shareholder at the General Meeting. 

If the shareholder's shares are recorded in more than one book-entry securities
account, the shareholder has the right to use a different proxy representative
for each book-entry securities account. In connection with the registration,
the shareholder must state those shares which each different proxy
representative represents. 

Possible proxy documents should be delivered in originals to the
above-mentioned address before the last date for registration. 

3. Holders of nominee registered shares

A shareholder holding nominee registered shares and wishing to attend the
Extraordinary General Meeting, should be notified for temporary entry into the
shareholders' register on November 24, 2009, at the latest, provided that the
shareholder had the right, on the basis of the same shares, to be recorded in
the shareholders' register on the record date of the Meeting, November 19,
2009. 

A notification regarding temporary entry of a holder of nominee registered
shares into the shareholders' register is regarded as a notice of participation
in the General Meeting. 
A holder of nominee registered shares is advised to request necessary
instructions regarding the registration in the shareholders' register, the
issuing of proxy documents and the registration for the General Meeting, from
his/her custodian bank. 

4.Other information

On the date of this notice to the Extraordinary General Meeting, Tamfelt
Corp.'s total number of shares and votes is 30.093.763. 

In Helsinki on November 9, 2009


TAMFELT CORP.

BOARD OF DIRECTORS


Distribution
NASDAQ OMX Helsinki Ltd
Main media
www.tamfelt.com


Tamfelt is a world-leading supplier of technical textiles. The company's main
products are clothing products for the paper and pulp as well as mining and
chemical industries. The Group employs about 1,350 people and its net sales in
2008 were 165 million euro. Founded in 1797, the company is one of the pioneers
of Finnish industry.