Martela Oyj - Notice to general meeting

NOTICE TO THE ANNUAL GENERAL MEETING OF MARTELA CORPORATION

MARTELA OYJ                    STOCK EXCHANGE RELEASE             4.2.2014 at
8.30 



NOTICE TO THE ANNUAL GENERAL MEETING

Notice is given to the shareholders of Martela Corporation to the Annual
General Meeting to be held on 13 March 2014 at 3 pm at Martelatalo, address
Takkatie 1, 00370 Helsinki. 

The reception of persons who have registered for the meeting and the
distribution of voting tickets will commence at 2.30 pm. 

A. Matters on the agenda of the Annual General Meeting

At the Annual General Meeting, the following matters will be considered:

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 adoption of the list of votes

6. Presentation of the annual accounts, the report of the Board of Directors
and the auditor's report for the year 2013 

- Review by the CEO.

7. Adoption of the annual accounts

8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend 

The Board of Directors proposes to the general meeting that no dividend be paid
from the financial year 1 January 2013 - 31 December 2013 and that the parent
company's losses from the financial year, EUR 2,229,503.74, shall be covered
from the non-restricted equity fund. 

9. Resolution on the discharge of the members of the Board of Directors and the
CEO from liability 

10. Resolution on the remuneration of the members of the Board of Directors

The Board of Directors proposes to the General Meeting that the remuneration of
the members of the Board of Directors' will be so that the chairman of the
Board of Directors will receive EUR 3,000 per month and the other board members
will receive EUR 1,500 per month. Board members employed by the Martela Group
will not be paid the remuneration for the Board work. Compensation for
travelling expenses will be paid according to Martela Corporation's travelling
policy. 

11. Resolution on the number of members of the Board of Directors

The shareholders representing more than 50 % of the company's voting rights
have informed the Board of Directors of their intention to propose to the
Annual General Meeting that seven (7) members will be elected to the Board of
Directors. 

12. Election of members of the Board of Directors

The shareholders representing more than 50 % of the company's voting rights
have informed the Board of Directors of their intention to propose to the
Annual General Meeting that Mr. Heikki Ala-Ilkka, Ms. Kirsi Komi, Mr. Heikki
Martela, Mr. Pekka Martela, Ms. Pinja Metsäranta and Mr. Yrjö Närhinen would be
re-elected as members of the Board of Directors and Mr. Eero Leskinen would be
elected as a new member of the Board of Directors. 

Mr. Eero Leskinen's CV will be available on Martela Corporation's website at
www.martela.com. 

The members of the Board of Directors will be elected for a term which expires
at the end of the first Annual General Meeting following the election. 

13. Resolution on the remuneration of the auditor

The Board of Directors proposes to the General Meeting that the remuneration of
the auditor be paid according to their invoice. 

14. Election of auditor

The Board of Directors proposes to the General Meeting that KPMG Oy Ab,
Authorized Public Accountants, be re-elected as Company's auditor with
Authorized Public Accountant Mr. Ari Eskelinen as principally responsible. The
term of the auditor expires at the end of the first Annual General Meeting
following the election. 

15. Authorizing the Board of Directors to decide on the repurchase of the
Company's own shares 

The Board of Directors proposes that the General Meeting authorize the Board of
Directors to decide on the repurchase of the Company's own shares in one or
several occasions as follows: 

Based on authorization the Board of Directors may resolve on the repurchase of
a maximum of 415,560 Company's own A shares with assets from the company's
unrestricted equity. 

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 purpose. 

Own shares repurchased to the Company may be retained in the possession of the
Company, cancelled or transferred further. 

The authorization grants the Board of Directors the right to resolve on all
other terms of the repurchase of the shares. Thus this 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. 

16. Authorizing the Board of Directors to decide on the share issue

The Board of Directors proposes to the General Meeting that the General Meeting
authorize 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 Board of Directors be authorized to decide to whom and in what order the
new shares may be issued and the own shares held by the Company will be
disposed of. 

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, such as developing the Company's capital structure, carrying out
mergers and acquisitions or other arrangements relating to the development of
the Company's business activities, financing investments or implementing the
Company's salary and incentive schemes. 

The authorization incurs the Board of Directors' right to resolve on other
terms of the share issue. 

The proposed authorization will be valid for one year from the decision of the
Annual General Meeting. 

17. Closing of the meeting

B. Documents of the Annual General Meeting

The proposals of the Board of Directors relating to the agenda of the Annual
General Meeting, this notice as well as Martela Corporation's annual accounts,
the report of the Board of Directors and the auditor's report in Finnish are
available on Martela Corporation's website at www.martela.com no later than 20
February 2014. The annual report of Martela Corporation is available on the
above-mentioned website no later than week 9. 

The proposals of the Board of Directors and the annual accounts are also
available at the meeting. Copies of these documents and of this notice will be
sent to shareholders upon request. 

The minutes of the meeting will be available on the above-mentioned website
from 27 March 2014. 

C. Instructions for the participants in the Annual General Meeting

1. Shareholders registered in the shareholders' register

Each shareholder, who is registered on 3 March 2014 in the shareholders'
register of the company held by Euroclear Finland Ltd., has the right to
participate in the Annual General Meeting. A shareholder, whose shares are
registered on his/her personal Finnish book-entry account, is registered in the
shareholders' register of the company. 

A shareholder, who wants to participate in the Annual General Meeting, shall
register for the meeting no later than 10 March 2014 at 4 pm by giving a prior
notice of participation. The notice letters or email must arrive before the
mentioned registration time closes. Such notice can be given: 
a) by e-mail yhtiökokous2014@martela.fi;
b) by telephone 010 345 5301 week days at 9.00 am - 4 pm; or
c) by regular mail to Martela Corporation, the Annual General Meeting, PL 44,
00371 Helsinki. 

In connection with the registration, a shareholder shall notify his/her name,
personal identification number, address, telephone number and the name of a
possible assistant or proxy representative and the personal identification
number of a proxy representative. The personal data given to Martela
Corporation is used only in connection with the Annual General Meeting and with
the processing of related registrations. 

The shareholder, his/her authorized representative or proxy representative
shall, where necessary, be able to prove his/her identity and/or right of
representation. 

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the
general meeting by virtue of such shares, based on which he/she on 3 March
2014, would be entitled to be registered in the shareholders' register of the
company held by Euroclear Finland Ltd. The right to participate in the general
meeting requires, in addition, that the shareholder on the basis of such shares
has been registered into the temporary shareholders' register held by Euroclear
Finland Ltd. at the latest by 10.00 am on 10 March 2014. As regards nominee
registered shares this constitutes due registration for the general meeting. 

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the temporary
shareholder's register of the company, the issuing of proxy documents and
registration for the general meeting from his/her custodian bank. The account
management organization of the custodian bank has to register a holder of
nominee registered shares, who wants to participate in the general meeting,
into the temporary shareholders' register of the company at the latest by the
time stated above. 

Further information on these matters can also be found on the company's website
www.martela.fi. 

3. Proxy representative and powers of attorney

A shareholder may participate in the general meeting and exercise his/her
rights at the 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.
When a shareholder participates in the general meeting by means of several
proxy representatives representing the shareholder with shares at different
securities accounts, the shares by which each proxy representative represents
the shareholder shall be identified in connection with the registration for the
general meeting. 

Possible proxy documents should be delivered in originals to Martela
Corporation, PL 44, 00371 Helsinki before the last date for registration. 

4. Other instructions and information

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. 

On the date of this notice to the Annual General Meeting 3 February 2014, the
total number of shares in Martela Corporation is 4,155,600 shares from which
604,800 are K shares and 3,550,800 A shares. K shares have 20 votes per share
and A shares 1 vote per share. 


In Helsinki 3 February 2014



MARTELA CORPORATION

THE BOARD OF DIRECTORS

Attachments:

Martela Notice to the Annual General meeting 2014.pdf