Tekla - Notice to general meeting

Notice to the annual general meeting of Tekla Corporation

Tekla Corporation       Stock Exchange Release  March 16, 2010   at 3:30 p.m.


Notice to the annual general meeting of Tekla Corporation



Notice is given to the shareholders of Tekla Corporation to the annual general
meeting to be held on Thursday, April 8 at 3 p.m. at Tekla's head office at the
address Metsänpojankuja 1, 02130 Espoo, Finland. The reception of persons who
have registered for the meeting will commence at 2:30 p.m.

A. Matters on the agenda of the general meeting

At the 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 2009

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 proposes to the Annual General Meeting that a dividend of 0.20 euros
per share be paid for the financial period 2009 for a total dividend payout of
4,483,320 euros. No dividend will be paid to the shares owned by the company
(169,600 shares). The dividend record date is April 13, 2010 and the payment
date is April 20, 2010.

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 proposes to the AGM that the compensation to the Board will remain the
same, i.e. as follows: Chairman of the Board will be paid 3,000 euros per month,
Deputy Chairman of the Board 2,500 euros per month, and 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.

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

The Board proposes that five regular members and one deputy member be elected to
the Board of Directors.

12. Election of the members of the Board of Directors

Shareholders representing more than 50% of the shares and votes propose that the
current Board members and the deputy member be re-elected. The regular members
of the Board of Directors are Ari Kohonen, Olli-Pekka Laine, Heikki Marttinen,
Erkki Pehu-Lehtonen and Reijo Sulonen, and the deputy member is Timo Keinänen.

In accordance with the Articles of Association, a personnel representative and
his/her personal deputy may be elected to the Board of Directors.

13. Resolution on the remuneration of the auditor

The Board proposes that auditors' fees be paid as per invoice.

14. Election of auditor

The Board proposes that Ernst & Young Oy be elected as the company's auditor.
Ernst & Young has announced that the responsible auditor would be Erkka
Talvinko, Authorized Public Accountant.

15. Proposal by the Board of Directors to amend the Articles of Association

The Board proposes to the Annual General Meeting that Article 7 of the Articles
of Association be amended as follows:"Invitations to a general meeting of shareholders shall be delivered to
shareholders at the latest three weeks before the meeting, however at the latest
nine days before the record date of the general meeting by publishing it in at
least one Finnish-language national daily newspaper determined by the Board of
Directors or by dispatching the invitation to all shareholders in writing to
their addresses as entered in the company shareholder register.

In order to participate in the general meeting, shareholders shall register in
advance at the latest on the date mentioned in the invitation to the general
meeting, which shall be not earlier than ten (10) days prior to the meeting."

The proposal is based on the directive of the European Parliament and of the
Council on the exercise of certain rights of shareholders in listed companies
and the amendments of the Finnish Companies Act related thereto that came into
force on August 3, 2009, and December 31, 2009, according to which listed
companies shall issue notice to the General Meeting not later than three weeks
before the day of the meeting, however, at least nine days before the record
date of the meeting.

16. Authorizing the Board of Directors to decide on increasing the share capital
in order 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 financing a merger or acquisition 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.

17. Authorizing the Board of Directors to purchase and transfer the company's
own shares

The Board proposes that the Annual General Meeting authorize the Board to decide
on the repurchase and transfer of the company's own shares in one or several
lots on the following terms:

A maximum total of 1,000,000 shares in the company may be purchased based on the
authorization, however observing the provisions of the Finnish Companies Act on
the maximum number of treasury shares held by a company at any given time. The
shares may onlybe acquired in public trading at the going market price using the
company's non-restricted equity. The rules of NASDAQ OMX Helsinki Ltd and
Euroclear Finland Ltd will be followed in the acquisition of the shares.

The own shares currently held by the company and its subsidiaries and the shares
to be acquired based on this authorization (in total a maximum of 1,169,600
shares) account for approximately 5.2% of the total number of the company's
shares.

The authorization includes the Board's right to decide on all of the other terms
and conditions of the share repurchase. The authorization therefore also
includes the right to acquire the shares otherwise than in proportion to the
holdings of the shareholders.

Based on the authorization, the Board may decide on the transfer of a maximum of
1,169,600 treasury shares. The Board is authorized to decide on to whom and in
which order the shares will 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 shares may be
transferred as consideration in acquisitions or other transactions or in order
to realize the company's share-based incentive systems in the manner and extent
decided by the Board. The Board also has the right to decide on the sale of the
treasury shares in public trading in order to finance possible acquisitions.

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 including the current treasury shares, the insiders will
hold 40.2% of the votes after the acquisition.

The authorizations under agenda items 16 and 17 will remain valid until the
following Annual General Meeting but not longer than until April 30, 2011.

18. Reduction of the share premium account

The Board proposes to the Annual General Meeting that the AGM decide on reducing
the share premium account shown on the company's balance sheet of December
31, 2009 by 8,892,678.86 euros by transferring all the funds in the share
premium account to the invested non-restricted equity fund. Following the
reduction, the amount of the share premium account will be zero.

The reduction of the share premium account requires a public notice and
registration procedure in accordance with Chapter 14, Sections 3-5 of the
Companies Act. The transfer of the funds in the account to invested
non-restricted equity fund will increase the flexibility of the capital
structure and the company's distributable shareholders' equity.

19. Closing of the meeting


B. Documents of the general meeting

The proposals of the Board of Directors relating to the agenda of the general
meeting as well as this notice are available on Tekla Corporation's website at
www.tekla.com > Investors > Corporate Governance > Shareholder meetings.

The annual report of Tekla Corporation, including the company's annual accounts,
the report of the Board of Directors and the auditor's report, has been
available on the above-mentioned website as from March 12, 2010.

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 in Finnish on the company's website
as from April 16, 2010.


C. Instructions for the participants in the general meeting

1. The right to participate and registration

Each shareholder who is registered on March 25, 2010, in the shareholders'
register of the company held by Euroclear Finland Ltd., has the right to
participate in the 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 wishes to participate in the general meeting shall register
for the meeting no later than Tuesday, April 6, 2010 at 4:00 p.m.
- on the company's website at www.tekla.com/go/AGM
- by regular mail to Tekla Corporation, Communications, P.O. Box 1, FI-02131
Espoo, Finland
- by telephone; +358 30 66 110 / Annual General Meeting registrations
(Monday-Friday, 9 a.m. to 5 p.m. Finnish time)
- by telefax; +358 9 8845 893; or
- by e-mail tocommunications@tekla.com <mailto:communications@tekla.com>

In connection with the registration, shareholder shall notify his/her name,
personal identification number and telephone number and the name of a possible
assistant or proxy representative and the personal identification number of the
proxy representative.

The personal data given to Tekla Corporation is only used in connection with the
general meeting and the processing of related registrations.

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 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 Tekla
Corporation/Communications, P.O. Box 1, FI-02131 Espoo before the last date for
registration.

3. Holders of nominee registered shares

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the 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 will register a holder of nominee registered shares, who wants to
participate in the general meeting, to be temporarily entered into the
shareholders' register of the company at the latest on April 1, 2010 by 10 a.m.

Additional information is also available on the company's website www.tekla.com> Investors.

4. Other information

On the date of the notice to the meeting, Tekla Corporation had a total of
22,586,200 shares and votes.


Espoo, March 16, 2010

Tekla Corporation
Board of Directors


Additional information: Timo Keinänen, CFO, tel.+358 400 813 027
firstname.lastname@tekla.com <mailto:firstname.lastname@tekla.com>


Distribution: NASDAQ OMX Helsinki Ltd, 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 nearly 100 countries. Tekla's net sales for 2009 were 50
million euros and operating result almost 7 million euros. International
operations accounted for more than 80% of net sales. Tekla Group currently
employs over 460 persons, of whom almost 200 are outside Finland. Tekla was
established in 1966, making it one of the longest operating software companies
in Finland.www.tekla.com <http://www.tekla.com/>



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