TAMFELT CORP. STOCK EXCHANGE RELEASE August 6, 2009 at 08.35 a.m. TAMFELT CORP'S BOARD OF DIRECTORS SUGGESTS A COMBINATION OF THE SERIES OF SHARES - NOTICE OF THE EXTRAORDINARY GENERAL MEETING Tamfelt Corp's Board of Directors have in their meeting of August 5, 2009 decided to propose to the Extraordinary General Meeting that the two classes of shares be combined through an amendment of the Articles of Association, using a directed free-of-charge share issue. NOTICE TO THE EXTRAORDINARY GENERAL MEETING Notice is given to the shareholders of Tamfelt Corp. of the Extraordinary General Meeting to be held on Monday 31 August 2009 at 11 a.m. at the Headquarters of Tamfelt Corp., Yrittäjänkatu 21, Tampere, Finland. A. The following proposal by the Board of Directors concerning combination of the share series, directed free share issue and amendment of the Articles of Association shall be discussed in the General Meeting. 1. 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 common shares and preferred shares. Following the combination of the share series, the Company would have only one (1) single class of shares and each share would have one (1) vote and equal rights. The record date for the combination of share series is estimated to be September 3, 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 traded publicly as of September 4, 2009. The combination of share series approved by the General Meeting of Shareholders would not require any separate actions by shareholders. 2. 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 would 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 changes to be the ownership of five (5) shares of the Company. Each holder of common shares as of the record date 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 registration to the Trade Register. The Board of Directors is authorized to resolve about other terms and practical aspects of the directed free share issue. The Board of Directors judges 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 its shareholders and that there is a weighty financial reason for them when taking into consideration the interests of the Company and all its shareholders. 3. Amendments to the Articles of Association The Board of Directors proposes that the stipulations in the Articles of Association concerning the common shares and preferred shares from Article 3 and Article 12 of the Articles of Association be removed and that the Article 3 a of the Articles of Association concerning the conversion of common shares be removed. ___________ The approval of the proposal of the Board of Directors presented above 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. B. Documents of the General meeting The proposal of the Board of Directors with thereto related appendices as well as this notice are available on Tamfelt Corp.'s website at www.tamfelt.com and are also available at the meeting. Copies of the proposal of the Board of Directors with thereto related appendices will be sent to shareholders upon request. C. Instructions for the participants in the General Meeting 1. Right to participate and registration Each shareholder, who is registered on August 21, 2009 in the shareholders' register of the Company held by Euroclear Finland Ltd, has the right to participate in the General Meeting. A shareholder, who wants to participate in the General Meeting, shall register for the meeting no later than August 24, 2009 at 4 PM. Such notice can be given: a) by email mirja.takatalo@tamfelt.com b) by telephone +358 10 404 9201, or c) by regular mail to the address Tamfelt Corp., Shareregister, P.O.Box 427, 33101 Tampere, Finland. 2. Proxy representative and powers of attorney A shareholder may participate in the General 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. Possible proxy documents should be delivered in originals to Tamfelt Corp., Shareregister, P.O. Box 427, 33101 Tampere, Finland before the last date for registration. 3. Holders of nominee registered shares A holder of nominee registered shares, who wants to participate in the General Meeting, must be entered into the shareholders' register of the Company on the record date 21 August 2009. A holder of nominee registered shares is advised to request necessary instructions regarding the registration in the shareholders' register of the Company, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank. Juankoski, August 5, 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.
TAMFELT CORP'S BOARD OF DIRECTORS SUGGESTS A COMBINATION OF THE SERIES OF SHARES - NOTICE OF THE EXTRAORDINARY GENERAL MEETING
| Source: Tamfelt Oyj Abp
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