Tekla Corporation Stock Exchange Release November 7, 2011 at 2 p.m. Notice to an Extra General Meeting of Tekla Corporation Notice is given to the shareholders of Tekla Corporation to an Extra General Meeting to change the composition of the company's board. The meeting will be held on Monday, November 28, 2011 at 3 p.m. at Tekla's head office at the address Metsänpojankuja 1, 02130 Espoo, Finland. A. Matters on the agenda of the general meeting At the 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. Changing the composition of the Board Trimble Finland Oy, representing approximately 99.46 percent of the shares and votes in Tekla Corporation, proposes that Mr Rajat Bahri would be elected as a new member to the Board for the remaining term to replace Ari Kohonen. Trimble's proposal also includes that no change will be made on the number of members, and that the members elected by the Annual General Meeting last spring, i.e. Olli- Pekka Laine, Erkki Pehu-Lehtonen, Saku Sipola and Reijo Sulonen would continue as board members. Timo Keinänen would continue as a deputy member. In accordance with the articles of association, the nominated personnel representative Juha Kajanen would continue with Kirsi Hakkila as his deputy. Information on Rajat Bahri can be found at www.tekla.com > Investors> Corporate Governance > Shareholder meetings 7. Closing of the meeting B. Documents of the general meeting The minutes of the meeting will be available in Finnish on the above website as from December 2, 2011. C. Instructions for the participants in the general meeting 1. The right to participate and registration Each shareholder who is registered on November 16, 2011, in the shareholders' register of the company held by Euroclear Finland Ltd., has the right to participate in the 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 wishes to participate in the general meeting shall register for the meeting no later than Wednesday, November 24, 2011 at 4:00 p.m. a) by e-mail tocommunications@tekla.com b) by telephone; +358 30 66 110 / AGM registrations (Monday-Friday, 9 a.m. to 5 p.m. Finnish time) c) by telefax; +358 9 8845 873 d) by regular mail to Tekla Corporation, Communications, P.O. Box 1, FI-02131 Espoo, Finland In connection with the registration, shareholder shall notify his/her name, personal identification number and telephone number and the name of a possible assistant or proxy representative and the personal identification number of the proxy representative. The personal data given to Tekla Corporation is only used in connection with the general meeting and the processing of related registrations. 2. Proxy representative and powers of attorney A shareholder may participate in the 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 general meeting. When a shareholder participates in the 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 general meeting. Possible proxy documents should be delivered in originals to Tekla Corporation, Communications, P.O. Box 1, FI-02131 Espoo before the last date for registration. 3. Holders of nominee registered shares A holder of nominee registered shares has the right to participate in the general meeting by virtue of such shares, based on which he/she on the record date of the general meeting, i.e. on November 16, 2011, would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Ltd. The right to participate in the general meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders' register held by Euroclear Finland Ltd. at the latest by November 23, 2011 by 10 am. As regards to nominee registered shares, this constitutes due registration for the general meeting. A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholder's register of the company, the issuing of proxy documents and registration for the general meeting from his/her custodian bank. The account management organization of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the general meeting, into the temporary shareholders' register of the company at the latest by the time stated above. Further information on these matters can also be found on the company's website www.tekla.com > Investors > Corporate Governance > Shareholder Meetings 4. Other information 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. On the date of the notice to the meeting, Tekla Corporation has a total of 22,586,200 shares and votes. Espoo, November 3, 2011 Tekla Corporation Board of Directors Additional information: Ari Kohonen, President and CEO, tel. +358 50 64 124 and Timo Keinänen, CFO, tel. +358 400 813 027;firstname.lastname@tekla.com Distribution: NASDAQ OMX Helsinki Ltd, main media Tekla Corporation drives the evolution of digital information models with its software, providing a growing competitive advantage to customers in the construction, infrastructure and energy industries. Tekla's net sales for 2010 were nearly 58 million euros and operating result 10 million euros. International operations accounted for approximately 80% of net sales. Tekla has customers in 100 countries, offices in 15 countries and a worldwide partner network. Tekla Group currently employs more than 500 people, of whom about 200 work outside of the headquarters in Finland. Tekla was established in 1966, and is one of the longest-operating Finnish software companies.www.tekla.com Tekla Corporation became part of Trimble Group in July 2011. [HUG#1561471]
Notice to an Extra General Meeting of Tekla Corporation
| Quelle: Tekla