Tekla - Notice to general meeting

Notice of Annual General Meeting of Tekla Corporation

Tekla Corporation                          Stock Exchange
Release              25.2.2009   at 3:40 p.m.


Notice of Annual General Meeting of Tekla Corporation

The shareholders of Tekla Corporation are invited to the Annual
General Meeting, which is held on Wednesday, March 18, 2009 at 3 p.m.
in Tekla's head office at the address Metsänpojankuja 1, 02310 Espoo.

The meeting will address the following issues:


1. The issues to be dealt with at the Annual General Meeting as
defined in § 8 of the Articles of Association

2. Authorizing the Board of Directors to decide upon the increase of
the company's share capital to develop business operations

The Board proposes that the Board be 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 an acquisition or the financing of a
transaction 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.

3. Authorizing the Board to acquire the company's own shares

The Board proposes that the Annual General Meeting authorize the
Board
to decide on the acquisition of the company's own shares using
distributable earnings on the following terms:

- The company's own shares are acquired for the development of the
company's capital structure and to be used as means of payment at the
discretion of the Board regarding object and extent when the company
acquires assets related to its business operations or renders its own
shares as payment in potential acquisitions or to be used as part of
the company's remuneration and incentive system.

- The maximum number of shares to be acquired is 1,000,000.

- The own shares currently held by the company and its subsidiaries
(in total 169,600 shares) and the shares to be acquired based on this
authorization may constitute a maximum of 10% of the company's total
share number and a maximum of 10% of the total number of votes. Since
the company has only one share series and all shares entitle to one
vote at the Annual General Meeting, the shares to be acquired will
reduce the number of shares outstanding and the number of votes to be
exercised at the Annual General Meeting by a maximum of 10% of all
the shares and votes of the company.

- The shares will be acquired in other than the current shareholder
proportions since the company's shares are publicly traded at the
NASDAQ OMX Helsinki Ltd and will be acquired in public trading.

- The acquisition of the shares will reduce the distributable
unrestricted equity of the company.

- The shares will be acquired at the going market price in public
trading. The purchase price for the shares will be paid to the
sellers according to the payment schedule set by the rules of the
NASDAQ OMX Helsinki Ltd and Euroclear Finland Ltd.

The insiders, as defined by the Companies Act, currently hold 38.1%
of the company's share capital and 38.4% of the votes. Should they
not sell their shares and should the company acquire the authorized
maximum number of its own shares, i.e. 1,169,600, the insiders will
hold 40.2% of the votes after the acquisition.

4. Authorizing the Board to transfer the company's own shares

The Board proposes that the Annual General Meeting authorize the
Board to decide on the transfer of the company's own shares. The
authorization concerns all the company's own shares acquired by the
company based on the authorizations given to the Board.

The Board is authorized to decide to whom and in what order the
acquired shares may 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 authorization includes the right to define the grounds on
which the transfer price is set. The transfer of the shares may also
take place in public trading at the NASDAQ OMX Helsinki Ltd.

The company's own shares may be used as means of payment at the
discretion of the Board regarding object and extent when the company
acquires assets related to its business operations or renders its own
shares as payment in potential acquisitions or to be used as part of
the company's remuneration and incentive system.

The maximum number of shares that may be transferred is 1,169,600.
The Board will decide on other issues related to transferring the
shares.

The authorizations under 2-4 are valid until the following Annual
General Meeting but not longer than until April 30, 2010.

5. The Financial Statement and the Board's proposal

The copies of the documents related to the Financial Statement and of
the Board's proposal with enclosures are available for shareholders
as of March 6, 2009 at the address: Tekla Corporation,
Metsänpojankuja 1, Espoo. Copies of the aforesaid documents will be
mailed to shareholders on request.

6. Right to participate

Shareholders who have been registered at the latest by March 6, 2009
in the shareholders' register kept by the Euroclear Finland Ltd are
entitled to participate in the Annual General Meeting.

7. Notice of attendance

Shareholders who wish to attend the Annual General Meeting must
inform the company of their intention to do so at the latest by
Monday, March 16, 2009, 4 p.m. either on the company's web site at
www.tekla.com/go/AGM or in writing to the address: Tekla Corporation,
Communications, P.O. Box 1, 02131 Espoo, Finland, or by phone +358 30
661 10 or by fax +358 9 8845 873 or by e-mail at
communications@tekla.com. Proxies shall be submitted to the company
in connection with the notice of attendance.

8. Composition of the Board of Directors

Shareholders representing more than 50% of shares and votes propose
the current board members and the deputy member be re-elected to the
Board. The regular members are Ari Kohonen, Olli-Pekka Laine, Heikki
Marttinen, Erkki Pehu-Lehtonen and Reijo Sulonen. The deputy member
is Timo Keinänen. All the persons have given their consent to the
re-election. The persons proposed to the Board are introduced at the
end of this invitation.

In addition to this and according to the Articles of Association one
representative of the personnel may be nominated to the Board with a
personal deputy.

9. Compensation to the Board

The compensation to the Board is proposed to remain the same as in
2008:
- Chairman of the Board 3,000 euros per month
- Deputy Chairman of the Board 2,500 euros per month
- 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.

10. Company Auditors

The Board proposes Ernst & Young as auditors, with Erkka Talvinko,
Authorized Public Accountant, as the auditor in charge until the
conclusion of the Annual General Meeting 2009.

11. Dividend

The Board proposes to the Annual General Meeting, that a dividend of
0.25 euros per share be paid for the financial period 2008 for a
total dividend payout of 5,604,150 euros.

The dividend will be paid to shareholders entered in the company's
shareholder register kept by the Euroclear Finland Ltd on the
dividend record date March 23, 2009. The payment date for the
dividend is March 30, 2009. No dividend will be paid to the shares
owned by the company.

12. Annual Report

Tekla's Annual Report 2008 will be published on Tekla's Internet site
www.tekla.com --> Investors, latest on March 6, 2009. The company
publishes no printed copies of report.

Espoo, February 25, 2009

TEKLA CORPORATION
Board of Directors


For further information, please contact:
Ari Kohonen, President and CEO, phone 358 30 661 1468,
ari.kohonen@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 more than 80
countries. Tekla Group's net sales for 2008 were nearly 60 million
euros and operating result approximately 14 million euros.
International operations accounted for more than 80% of net sales.
Tekla Group currently employs over 450 persons, of whom 40 percent
work outside Finland. Tekla was established in 1966, making it one of
the longest operating software companies in Finland. www.tekla.com


8. Presentation of the Board members according to the proposal:

Regular members:
Ari Kohonen, M.Sc.(Engineering),Bachelor of Economics, Tekla's
President and CEO, Member of Tekla's Board since 2003

Olli-Pekka Laine, M.Sc.(Engineering), Deputy Chairman and member of
Tekla's  Board since 2003

Heikki Marttinen, M.Sc. (Economics and Business Administration),
Strategic Management Consultant, Chairman of Tekla's Board since
2001, member of the Board since 2000

Erkki Pehu-Lehtonen, M.Sc. (Mechanical Engineering), Senior Adviser
to the Board of Pöyry Plc, Member of Tekla's Board since 2006

Reijo Sulonen, D.Tech., Professor, Information Processing Science,
Helsinki University of Technology, Member of Tekla's Board since 2008


Deputy member:

Timo Keinänen, M.Sc. (Economics and Business Management), Tekla's
CFO, Deputy Member of Tekla's Board since 2004