Martela Oyj - Decisions of general meeting

RESOLUTIONS PASSED BY THE ANNUAL GENERAL MEETING OF MARTELA CORPORATION

MARTELA CORPORATION     STOCK EXCHANGE RELEASE     March 14, 2012 at 17.00

RESOLUTIONS PASSED BY THE ANNUAL GENERAL MEETING OF MARTELA CORPORATION

Martela Corporation's Annual General Meeting was held on Wednesday, March 14,
2012. The Meeting approved the Financial Statements and discharged the members
of the Board of Directors and CEO from liability for the financial period
January 1 - December 31, 2011. The Board of Directors proposal for a dividend
of EUR 0.45 /share was approved. The record date for dividend payments is March
19, 2012 and the dividend  will be paid on March 26, 2012 

The Annual General Meeting confirmed that the Board of Directors will consist
of seven members and  Mr. Heikki Ala-Ilkka, Mr. Tapio Hakakari, Mr. Heikki
Martela, Mr. Pekka Martela, Ms. Pinja Metsäranta and Mr. Jaakko Palsanen would
be re-elected as members of the Board of Directors and Mr. Yrjö Närhinen would
be elected as a new member of the Board of Directors. The Annual General
Meeting resolved a monthly compensation of EUR 2,500 be paid for the Chairman
of the Board and EUR 1,250 for the Board Members 

Authorized Public Accountant KPMG Oy Ab was re-elected as the company's
auditor. The remuneration of the auditor will be paid according to their
invoice. 

The Annual General Meeting authorized the Board in accordance with the proposal
of the Board of Directors to decide on the repurchase of a maximum of 415,560
Company's own A shares. 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 similar purpose. The 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. 


The Annual General Meeting authorized the Board in accordance with the proposal
of 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 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.
The authorization incurs the Board of Directors' right to resolve on other
terms of the share issue. The authorization will be valid for one year from the
decision of the Annual General Meeting. 


In Helsinki, March 14, 2012

Heikki Martela
Managing Director

For more information, please contact
Heikki Martela, Managing Director, tel. +358 50 502 4711

Distribution
NASDAQ OMX Helsinki
Main news media
www.martela.com

Attachments:

2012_0314 Release AGM.pdf