Martela Oyj - Notice to general meeting

NOTICE TO THE ANNUAL GENERAL MEETING

MARTELA CORPORATION          RELEASE       February 10, 2010 at 08.30


NOTICE TO THE ANNUAL GENERAL MEETING                                            

Notice is given to the shareholders of Martela Corporation to the Annual General
Meeting to be held on 16 March 2010 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 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 of Directors proposes to the General Meeting that a dividend of EUR   
0,45 per share be paid from the financial year 1 January 2009 - 31 December     
2009. The dividend be paid to the shareholders registered in the shareholders'  
register of the company held by Euroclear Finland Ltd on the record date 19     
March 2010. The Board of Directors proposes that the dividend be paid on 26     
March 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 of Directors proposes to the General Meeting that the remuneration of 
the members of the Board of Directors' remain unchanged so that the chairman of 
the Board of Directors will receive EUR 2,500 per month and the other board     
members will receive EUR 1,250 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 the following current members of the Board of Directors    
will be re-elected: Mr. Heikki Ala-Ilkka, Mr. Tapio Hakakari, Mr. Jori Keckman, 
Mr. Heikki Martela, Mr. Pekka Martela, Mr. Jaakko Palsanen and Ms. Pinja        
Metsäranta to be elected as a new member of the Board of Directors. The CV of   
Ms. Pinja Metsäranta is on view on Martela Corporation's web pages at           
www.martela.com                                                                 


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. The term of  
the auditor expires at the end of the first Annual General Meeting following the
election.                                                                       


15. Proposal by the Board of Directors to amend the article of association      

The Board of Directors proposes to the General Meeting that Article 11 of the   
articles of association of the Company will be amended as follows:              

“Article 11 Summons to the General Meeting                                      

The summons to a General Meeting must be published on Company's web pages no    
earlier than three (3) months before the record date of the General Meeting and 
no later than three (3) weeks before the General Meeting.”                      


16. 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:                                                   

1)Based on the 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.                                                  

2)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.                       

3)Own shares may be repurchased as a part of the Company's salary and incentive 
system, for use in conjunction with corporate acquisitions and other corporate  
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.               

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

5)The Board of Directors will resolve on other terms of the repurchase of the   
shares. This share repurchase authorization includes the right to repurchase    
shares otherwise than in proportion of the shareholdings.                       

6)This share repurchase authorization will be valid until the end of the Annual 
General Meeting 2011.                                                           


17. Authorizing the Board of Directors to decide on the disposal of the         
Company's own shares                                                            

The Board of Directors proposes that the General Meeting authorize the Board of 
Directors to resolve on the disposal of the Company's own shares repurchased    
under the item 16 above as follows:                                             

1)The authorization relates to a maximum of 415,560 own A shares repurchased to 
the Company.                                                                    

2)The Board of Directors be authorized to decide to whom and in what order      
shares will be disposed of.                                                     

3)The shares may be assigned as part of the salary and incentive system, as a   
consideration when the company acquires property associated with its business   
operations and as consideration in any merger or acquisition, in a way and to   
the extent decided by the Board of Directors. The disposal of shares may also be
carried out in public trading on NASDAQ OMX Helsinki Ltd.                       

4)Shares held by the company may be disposed of against consideration or free of
charge.                                                                         

5)The Board of Directors be authorized to resolve on other terms of the disposal
of the shares.                                                                  

6)This authorization will be valid until the end of the Annual General Meeting  
2011.                                                                           


18. 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 23  
February, 2010. 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 23 March 2010.                                                     


C. Instructions for the participants in the Annual General Meeting              


1. The right to participate and registration                                    

Each shareholder, who is registered on 4 March 2010 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 11 March 2010 at 4 pm by giving a prior  
notice of participation. Such notice can be given:                              

a) by e-mail johanna.suhonen@martela.fi;                                        
b) by telephone 010 345 5301 week days at 8.30 am - 4 pm; or                    
c)by regular mail to Martela Corporation, the Annual General Meeting, PL 44,    
00371 Helsinki.                                                                 

The notice letters or email must arrive before the registration time closes.    

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.    

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 Annual 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   
Annual General Meeting.                                                         

When a shareholder participates in the Annual 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 Annual General Meeting.                                    

Possible proxy documents should be delivered in originals to Martela            
Corporation, the Annual General Meeting, PL 44, 00371 Helsinki before the       
registration time closes.                                                       


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 Annual  
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 Annual General Meeting, to be temporarily entered   
into the shareholders' register of the company at the latest on 11 March 2010 by
10 am.                                                                          

5. Other instructions and information                                           

On the date of this notice to the Annual General Meeting 9 February 2010, 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 9 February, 2010                                                    

MARTELA CORPORATION                                                             

THE BOARD OF DIRECTORS                                                          


Distribution                                                                    
NASDAQ OMX Helsinki                                                             
Principal Media                                                                 
www.martela.com

Attachments:

release 10022010 agm.pdf