Martela Oyj - Decisions of general meeting

RESOLUTIONS PASSED BY THE ANNUAL GENERAL MEETING OF MARTELA CORPORATION

MARTELA CORPORATION     STOCK EXCHANGE RELEASE     March 14, 2017 at 5:30 p.m.


Martela Corporation's Annual General Meeting was held on Tuesday, March 14,
2017. 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, 2016.  The Board of Directors proposal for a dividend
of EUR 0.37 /share was approved. The record date for dividend payments is March
16, 2017 and the dividend will be paid on March 23, 2017. 

The Annual General Meeting confirmed that the Board of Directors will consist
of seven members and Ms. Kirsi Komi, Mr. Eero Leskinen, Mr. Eero Martela, Mr.
Heikki Martela, Mr. Yrjö Närhinen and Ms. Anni Vepsäläinen re-elected as
members of the Board of Directors and Ms. Minna Andersson elected as a new
member of the Board of Directors. The Annual General Meeting resolved a monthly
compensation of EUR 3,400 be paid for the Chairman of the Board and EUR 1,700
for the Board Members, and an additional compensation of EUR 1,600 per year to
the Board members belonging to a committee. 

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 that has been accepted. KPMG Oy Ab has informed that Authorized Public
Accountant Mr. Ari Eskelinen will act as the principal auditor. 

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 Helsinki Ltd. 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. 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 includes 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, 2017

Matti Rantaniemi
CEO

For more information, please contact
Matti Rantaniemi, CEO, tel. +358 50 465 8194

Distribution
Nasdaq  Helsinki
Main news media
www.martela.com

Attachments:

2017_1403 release.pdf