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2010-02-10 07:30:00 CET 2010-02-10 07:30:02 CET REGULATED INFORMATION Martela Oyj - Notice to general meetingNOTICE TO THE ANNUAL GENERAL MEETINGMARTELA 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 |
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