Tamfelt Oyj Abp - Decisions of extraordinary general meeting

DECISIONS BY THE EXTRAORDINARY GENERAL MEETING OF TAMFELT CORP.

TAMFELT CORP. STOCK EXCHANGE RELEASE August 31, 2009 at 2.50 p.m.              

DECISIONS BY THE EXTRAORDINARY GENERAL MEETING OF TAMFELT CORP.
Tamfelt Corp.'s Extraordinary General Meeting was held on 31 August 2009. The   
General Meeting resolved to approve the proposal by the Board of Directors      
concerning the combination of the share series by amending the Articles of      
Association, and the related directed free share issue. The proposal and the    
amended Articles of Association are attached hereto.                            

The amendments to the Articles of Association, the combination of the share     
series and the directed free share issue are estimated to be entered into the   
Finnish Trade Register on 3 September 2009. The shares converted in connection  
with combining the share series would be incorporated in the book-entry         
securities system and are estimated to become subject to public trading as of 4 
September 2009. The record date for the combination of share series is estimated
to be 3 September 2009.                                                         

Tampere, 31 August 2009                                                         

TAMFELT CORP.                                                                   
BOARD OF DIRECTORS                                                              

Hanna Koskela                                                                   
Communications Officer                                                          

DISTRIBUTION                                                                    
NASDAQ OMX Helsinki Ltd                                                         
Main media                                                                      
www.tamfelt.com                                                                 


Tamfelt is a world-leading supplier of technical textiles. The company's main   
products are clothing products for the paper and pulp as well as mining and     
chemical industries. The Group employs about 1,400 people and its net sales in  
2008 were 165.0 million euro. Founded in 1797, the company is one of the        
pioneers of Finnish industry.                                                   



ENCLOSURES                                                                      

PROPOSAL BY THE BOARD OF DIRECTORS CONCERNING COMBINATION OF THE SHARE SERIES BY
AMENDING THE ARTICLES OF ASSOCIATION, AND RELATED DIRECTED FREE SHARE ISSUE     

In accordance with the Articles of Association the Company's shares are divided 
in common shares and preferred shares, which differ in that common shares carry 
twenty (20) votes while preferred shares carry one (1) vote and that each       
preferred share shall collect a two (2) percentage units higher dividend than a 
common share, calculated on the accounting par value. The total number of common
shares is 10,119,198 and preferred shares 17,444,766. Both common and preferred 
shares are traded publicly on the NASDAQ OMX Helsinki Ltd.                      

The Board of Directors proposes to the General Meeting of Shareholders that the 
two share series be combined by amending the Articles of Association so that    
following the measures taken to combine the share series the Company would have 
only a single class of shares that is traded publicly and whose shares carry one
(1) vote each and have in all other respects equal rights. The combination of   
share series involves a directed free share issue for holders of common shares. 

The approval of the proposal of the Board of Directors requires the adoption of 
all its individual items.                                                       

The Board of Directors of the Company has obtained a fairness opinion from      
Alexander Corporate Finance Oy, and according to the opinion, the exchange rate 
is fair from a financial point of view to the Company's shareholders. The       
auditors of the Company, Mr Jari Paloniemi, Authorized Public Accountant, and Mr
Veikko Terho, Authorized Public Accountant, have given a statement confirming   
that the grounds for deviating from the pre-emptive rights of the shareholders  
in the directed free share issue are in accordance with the Finnish Companies   
Act.                                                                            

The Board of Directors proposes to the General Meeting of Shareholders the      
following measures:                                                             

Combination of share series                                  

The Board of Directors proposes that the Company's share series be combined by  
removing the relevant sections in the Articles of Association pertaining to the 
different share series as described below. Following the combination of the     
share series, the Company would have only one single class of shares and each   
share would have one (1) vote and equal rights. The shares converted in         
connection with combining the share series would be incorporated in the         
book-entry securities system and are estimated to become traded publicly as of 4
September 2009. The record date for the combination of share series is estimated
to be 3 September 2009. The combination of share series approved by the General 
Meeting of Shareholders would not require any separate actions by shareholders. 

Directed free share issue                                                       

The Board of Directors proposes that, in connection with the combination of     
share series, a free share issue be directed to holders of common shares in such
a way that, differing from the pre-emptive right of the shareholders, holders of
common shares will receive one (1) new share free of charge for each four (4)   
common shares. Based on the combination of the share series and the directed    
free share issue, the ownership of four (4) common shares will change to be the 
ownership of five (5) shares of the Company.                                    

Each holder of common shares as of the record date 3 September 2009 would have  
the right to receive new shares. The new shares would be distributed among      
holders of common shares in the above-mentioned proportion (4:1) and recorded   
directly to the holder's book-entry account on the basis of information on the  
record date and in accordance with the regulations and procedures of the        
book-entry securities system.                                                   

If the number of common shares held by the holder of common shares is not      
divisible by four (4), the remaining shares will be given to Nordea Bank Finland
Plc to sell for the account of the holders of common shares whose number of     
common shares is not divisible by four (4), as specified in more detail by the  
Board of Directors and in accordance with the agreement between the Company and 
Nordea Bank Finland Plc. The directed free share issue approved by the General  
Meeting of Shareholders would not require any separate actions by shareholders. 

A maximum of 2,529,799 new shares would be issued in directed free share issue. 
The new shares will carry full shareholder rights from the moment they are      
entered into the Trade Register. The Board of Directors is authorized to resolve
about other terms and practical aspects of the directed free share issue.       

In considering the grounds for a directed free share issue, the Board of        
Directors has taken into consideration also the following factors: that (i)     
listed companies in both Finland and internationally are increasingly switching 
to the practice of having just one class of shares, and combining the two share 
series is expected to improve the liquidity of the Company's share when trading 
is focused on one class of shares; (ii) the turnover of common shares has been  
just 7% that of preferred shares over the past 12 months; (iii) the combination 
of share series as proposed by the Board of Directors would decrease the voting 
rights of current common shares from approximately 92.1% to approximately 42.0% 
and increase the voting rights of current preferred shares correspondingly from 
approximately 7.9% to approximately 58.0%; (iv) the premium that would be given 
to holders of common shares in connection with the combination of share series  
is reasonable and corresponds to the large difference between the market prices 
of common shares and preferred shares in long-term; and (v) the dilution effect 
of the proposed directed share issue on the ownership proportion for holders of 
preferred shares would be approximately 8.41%, which is higher than customary   
due to slight difference between the number of common shares and preferred      
shares and large difference between the market prices of common shares and      
preferred shares.                                                               

The combination of share series and the connected directed free share issue     
would clarify the Company's ownership structure and standardize the rights      
connected with the shares. This arrangement is expected to increase interest in 
the Company's share and lead to an increase in the liquidity of the Company's   
share. In addition, the clarification of the ownership structure is expected to 
improve the opportunities to use the Company's shares for raising financing.    

It is the view of the Board of Directors that combining share series is in the  
interests of the Company and all its shareholders. The Board of Directors       
considers that, taking into consideration the above, there is a weighty         
financial reason for a directed free share issue connected to the combination of
share series, in terms of the Company and taking into consideration the         
interests of all its shareholders.                                              

The Board of Directors believes that the combination of share series and the    
connected directed free share issue would create benefits for holders of        
preferred shares and for the Company that are equal to those for holders of     
common shares through the directed free share issue. It is the view of the Board
of Directors that combining share series and the connected directed free share  
issue can be considered reasonable in terms of the overall benefit for the      
Company and all its shareholders.                                               

The Board of Directors of the Company has obtained a fairness opinion from      
Alexander Corporate Finance Oy, and according to the opinion, the exchange rate 
is fair from a financial point of view to the Company's shareholders. The       
auditors of the Company, Mr Jari Paloniemi, Authorized Public Accountant, and Mr
Veikko Terho, Authorized Public Accountant, have given a statement confirming   
that the grounds for deviating from the pre-emptive rights of the shareholders  
in the directed free share issue are in accordance with the Finnish Companies   
Act.                                                                            

Amendments to the Articles of Association                                       

The Board of Directors proposes that the stipulations in the Articles of        
Association concerning the different share series from Article 3 of the Articles
of Association are removed in such a way that Article 3 would read as follows:  

Article 3                                                                       

“Shares                                                                         

The shares of the Company are incorporated in the book-entry securities system.”
The Board of Directors proposes that the General Meeting of Shareholders would  
remove Article 3 a of the Articles of Association concerning the conversion of  
common shares.                                                                  

Furthermore, the Board of Directors proposes that the General Meeting of        
Shareholders would remove references to different share series included in      
Article 12 concerning the obligation to redeem the shares in such a way that    
Article 12 would read as follows:                                               

“Article 12                                                                     

Obligation to redeem shares                                                     
A shareholder whose percentage of the aggregate stock or number of votes equals 
or exceeds 33 1/3, shall be obliged to redeem shares held by other shareholders,
in so far as other shareholders demand their right of redemption.               

In calculating shareholdings producing a redemption obligation, the following   
shall be included: shares held by an entity, pension foundation or pension fund 
forming part of the same group of companies as the shareholder subject to       
redemption obligation, as well as shares held by the shareholder jointly with   
another shareholder.                                                            

An entity forming part of the same group of companies as the shareholder refers 
to a domestic or a foreign juristic person exercising authority in the          
shareholder subject to redemption obligation, or such juristic person in which  
the shareholder subject to redemption obligation exercises authority, and/or in 
which authority is exercised by the same juristic or natural person as exercises
authority in the shareholder subject to redemption obligation.                  

A juristic or a natural person shall be deemed to exercise such authority in an 
entity when such a person                                                       

1. holds more than a half of the votes carried by all shares and membership or  
partnership interests,                                                          

2. has the right, conferred by the Articles of Association, Memorandum of       
Association or another similar agreement, to appoint part of the members of the 
other entity's Board of Directors or comparable governing body, or part of the  
members of a body appointing such governing body; and such right, together with 
the voting right based on ownership or membership, entitle the person to appoint
the majority of members to such governing body,  or,                            

3. exercises by agreement such authority as is referred to above in clause 1. or
2.                                                                              

The redemption price for a share shall be the same to all shareholders, and not 
less than either                                                                

(1) the weighted average of the prices paid for a share of the Company in public
trading on the NASDAQ OMX Helsinki Ltd over ten days prior to the date on which 
the redemption obligation arose, or,                                            

(2) the average price paid by the shareholder subject to redemption obligation  
for a share of the Company over six months prior to the date on which the       
redemption obligation arose, if this price is higher than the average of the    
prices as is referred to above in clause (1). The redemption obligation shall be
deemed to have arisen as soon as the shareholder's percentage of the Company    
stock exceeds one-third, as defined above.                                      

When redemption obligation has arisen in the above manner, the shareholder      
subject to redemption obligation shall, without delay and not later than seven  
days of the date on which the obligation arose, send a written notification to  
the Board of Directors of the Company at the Company address advising that the  
threshold producing a redemption obligation has been exceeded.                  

The notification shall specify the number and prices of shares acquired by the  
shareholder over six months prior to the date on which the obligation arose.    

The notification shall also contain the address to which the redemption claim,  
as hereinafter defined, can be sent to the shareholder subject to redemption    
obligation.                                                                     

The Board of Directors of the Company shall, within 30 days of receipt of the   
notification or the date on which it was otherwise advised about the redemption 
obligation, inform the shareholders entitled to redemption accordingly. The     
information shall include a copy of the notification, details of the rights of  
shareholders entitled to redemption as defined in this section, and instructions
as to how the shareholders shall proceed if they wish to have their shares      
redeemed. The information shall be communicated to the shareholders entitled to 
redemption in the same manner as summons to a General Meeting of Shareholders.  

A shareholder entitled to and desiring redemption shall present a claim to this 
effect to the shareholder subject to redemption obligation by sending a letter  
to the address given by the latter without delay and not later than 30 days of  
the expiry of the 30-day period provided in the previous clause. The claim shall
include the name and address of the shareholder entitled to redemption as well  
as the number of shares involved. A copy of the claim shall be sent within the  
same period of time to the Board of Directors of the Company. If no claim has   
been sent to the shareholder subject to redemption obligation within the        
specified period of time, the right of redemption shall be forfeit. A           
shareholder entitled to redemption shall have the right to cancel his or her    
claim until the redemption price has been paid.                                 

If the redemption obligation referred to in this section involves several       
shareholders, the obligation shall incur in the proportion of their existing    
shareholding at the time the obligation arose.                                  

A shareholder subject to redemption obligation shall pay the shareholders       
entitled to redemption the price corresponding to the shares claimed for        
redemption against the delivery of the shares within 30 days of the date on     
which the claim was presented by the shareholder entitled to redemption. The    
redemption price shall be paid in cash, unless otherwise is agreed between the  
shareholder subject to redemption obligation and the shareholder entitled to    
redemption.                                                                     

If a shareholder subject to redemption obligation fails to comply with the      
provisions of this section, his or her shareholding, including the shares that  
shall be counted in calculating the shareholding producing the redemption       
obligation as defined above, shall entitle to voting at General Meetings of     
Shareholders of the Company only in so far as the voting right carried by the   
shares is less than one-third (1/3) of the voting right of the aggregate stock. 
Any disputes potentially arising out of the redemption and the redemption       
obligation shall be settled by arbitration, in accordance with the Arbitration  
Rules of the Central Chamber of Commerce.”                                      


Tamfelt Corp. Articles of Association                                           

Article 1                                                                       

Business name and registered place of business                                  
The company's business name is Tamfelt Oyj Abp, in English Tamfelt Corp., and   
its registered place of business is Tampere, Finland.                           

Article 2                                                                       

Line of business                                                                

The company's line of business is to carry on, either directly or through       
subsidiary companies, the industrial manufacture and sales of felts, fabrics and
other technical textile products, and other related business activities, and to 
own real estate and hold shares and interests for the purposes of its activities
or personnel.                                                                   

Article 3                                                                       

Shares                                                                          

The shares of the Company are incorporated in the book-entry securities system. 

Article 4                                                                       

Right to attend the General Meeting                                             

To be entitled to attend the General Meeting, the shareholder shall register his
or her attendance in the place given in the summons not later than the date     
given in the summons as appointed by the Board of Directors; the earliest date  
being ten (10) days before the meeting.                                         

Article 5                                                                       

Board of Directors                                                              

The Board of Directors shall consist of five to nine (5 to 9) ordinary members  
and not more than three (3) deputy members. The term of the ordinary members    
shall end at the closing of the next Annual General Meeting following their     
election.                                                                       

The term of deputy members shall end at the closing of the next Annual General  
Meeting following their election.                                               

The Board of Directors shall elect a chairman and a deputy chairman from among  
its members.                                                                    

A deputy member shall attend Board meetings but is only entitled to vote when   
acting in the place of an absent ordinary member.                               

The Board of Directors shall constitute a quorum when more than half of the     
ordinary members, of whom one shall be the chairman or, in the chairman's       
absence, the deputy chairman, are present.                                      

A person who has attained the age of seventy (70) shall not be eligible as a    
member or a deputy member of the Board.                                         

Article 6                                                                       

President                                                                       

The Board shall appoint a President and determine on his or her remuneration.   
The President shall manage the day-to-day operations of the company according to
the instructions and orders of the Board of Directors.                          
The company can have a Deputy President.                                        

Article 7                            

Right of representation                                                         

The right to represent the company is held by the Chairman and the President,   
each singly, or by two ordinary members of the Board jointly. The Board may     
authorize a person to represent the company per procuram together with another  
person who has been given a similar authorization.                              

Article 8                                                                       

Auditors                                                                        

The company shall have two (2) auditors and two (2) deputy auditors, who shall  
be public accountants or public accountant companies authorized by the Central  
Chamber of Commerce.                                                            

The term of office of the auditors shall end at the closing of the next Annual  
General Meeting following their election.                                       

Article 9                                                                       

Calling of meetings                                                             

Summons to a General Meeting, which can be held in Tampere or in Helsinki, shall
be published once in a Finnish-language and once in a Swedish-language newspaper
issued in Helsinki and once in a newspaper issued in Tampere, or else sent to   
the addresses of the shareholders, as entered in the share register, not earlier
than two (2) months and not later than seventeen (17) days before the meeting.  

Article 10                                                                      

Annual General Meeting                                                          

The Annual General Meeting shall be held before the end of May each year on a   
day appointed by the Board of Directors.                                        
At the meeting, the following shall be                                          
presented:                                      

1. financial statements and management report,                                  
2. auditors' report,                                                            
decided on:                                                                     
3. adoption of the financial statements,                                        
4. disposal of the profit shown by the balance sheet,                           
5. discharge from liability of the Board members and the President,             
6. number of Board members and deputy members,                                  
7. remunerations to Board members, deputy members and auditors,                 
elected:                                                                        
8. Board members and deputy members, and                                        
9. auditors and deputy auditors.                                                

In addition, other items listed in the summons shall be discussed.              

Article 11                                                                      

Financial period                                                                

The financial period of the company shall be the calendar year.                 

Article 12                                                                      

Obligation to redeem shares                                                     

A shareholder whose percentage of the aggregate stock or number of votes equals 
or exceeds 33 1/3, shall be obliged to redeem shares held by other shareholders,
in so far as other shareholders demand their right of redemption.               

In calculating shareholdings producing a redemption obligation, the following   
shall be included: shares held by an entity, pension foundation or pension fund 
forming part of the same group of companies as the shareholder subject to       
redemption obligation, as well as shares held by the shareholder jointly with   
another shareholder.                                          

An entity forming part of the same group of companies as the shareholder refers 
to a domestic or a foreign juristic person exercising authority in the          
shareholder subject to redemption obligation, or such juristic person in which  
the shareholder subject to redemption obligation exercises authority, and/or in 
which authority is exercised by the same juristic or natural person as exercises
authority in the shareholder subject to redemption obligation.                  

A juristic or a natural person shall be deemed to exercise such authority in an 
entity when such a person                                                       

1. holds more than a half of the votes carried by all shares and membership or  
partnership interests,                                                          

2. has the right, conferred by the Articles of Association, Memorandum of       
Association or another similar agreement, to appoint part of the members of the 
other entity's Board of Directors or comparable governing body, or part of the  
members of a body appointing such governing body; and such right, together with 
the voting right based on ownership or membership, entitle the person to appoint
the majority of members to such governing body, or,                             

3. exercises by agreement such authority as is referred to above in clause 1. or
2.                                                                              

The redemption price for a share shall be the same to all shareholders, and not 
less than either                                                                

(1) the weighted average of the prices paid for a share of the Company in public
trading on the Helsinki Exchanges over ten days prior to the date on which the  
redemption obligation arose, or,                                                

(2) the average price paid by the shareholder subject to redemption obligation  
for a share of the Company over six months prior to the date on which the    
redemption obligation arose, if this price is higher than the average of the    
prices as is referred to above in clause (1). The redemption obligation shall be
deemed to have arisen as soon as the shareholder's percentage of the Company    
stock exceeds one-third, as defined above.                                      

When redemption obligation has arisen in the above manner, the shareholder      
subject to redemption obligation shall, without delay and not later than seven  
days of the date on which the obligation arose, send a written notification to  
the Board of Directors of the Company at the Company address advising that the  
threshold producing a redemption obligation has been exceeded.                  

The notification shall specify the number and prices of shares acquired by the  
shareholder over six months prior to the date on which the obligation arose.    

The notification shall also contain the address to which the redemption claim,  
as hereinafter defined, can be sent to the shareholder subject to redemption    
obligation.                                                                     
The Board of Directors of the Company shall, within 30 days of receipt of the   
notification or the date on which it was otherwise advised about the redemption 
obligation, inform the shareholders entitled to redemption accordingly. The     
information shall include a copy of the notification, details of the rights of  
shareholders entitled to redemption as defined in this section, and instructions
as to how the shareholders shall proceed if they wish to have their shares      
redeemed. The information shall be communicated to the shareholders entitled to 
redemption in the same manner as summons to a General Meeting of Shareholders.  

A shareholder entitled to and desiring redemption shall present a claim to this 
effect to the shareholder subject to redemption obligation by sending a letter  
to the address given by the latter without delay and not later than 30 days of  
the expiry of the 30-day period provided in the previous clause. The claim shall
include the name and address of the shareholder entitled to redemption as well  
as the number of shares involved. A copy of the claim shall be sent within the  
same period of time to the Board of Directors of the Company. If no claim has   
been sent to the shareholder subject to redemption obligation within the        
specified period of time, the right of redemption shall be forfeit. A           
shareholder entitled to redemption shall have the right to cancel his or her    
claim until the redemption price has been paid.                                 

If the redemption obligation referred to in this section involves several       
shareholders, the obligation shall incur in the proportion of their existing    
shareholding at the time the obligation arose.                                  

A shareholder subject to redemption obligation shall pay the shareholders       
entitled to redemption the price corresponding to the shares claimed for        
redemption against the delivery of the shares within 30 days of the date on     
which the claim was presented by the shareholder entitled to redemption. The    
redemption price shall be paid in cash, unless otherwise is agreed between the  
shareholder subject to redemption obligation and the shareholder entitled to    
redemption.                                                                     

If a shareholder subject to redemption obligation fails to comply with the      
provisions of this section, his or her shareholding, including the shares that  
shall be counted in calculating the shareholding producing the redemption       
obligation as defined above, shall entitle to voting at General Meetings of     
Shareholders of the Company only in so far as the voting right carried by the   
shares is less than one-third (1/3) of the voting right of the aggregate stock. 

Any disputes potentially arising out of the redemption and the redemption       
obligation shall be settled by arbitration, in accordance with the Arbitration  
Rules of the Central Chamber of Commerce.