Tekla Corporation Stock Exchange Release March 15, 2011 at 10:30 a.m. NOTICE TO THE ANNUAL GENERAL MEETING OF TEKLA CORPORATION Notice is given to the shareholders of Tekla Corporation to the Annual General Meeting to be held on Wednesday, April 6, 2011 at 3 p.m. at Tekla's head office at the address Metsänpojankuja 1, 02130 Espoo, Finland. The reception of persons who have registered for the meeting will commence at 2:30 p.m. 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. Presentation of the annual accounts, the report of the Board of Directors and the auditor's report for the year 2010 Review by the CEO 7. Adoption of the annual accounts 8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend and distribution of funds from the invested non-restricted equity fund The Board proposes that a dividend of 0.25 euros and a repayment of equity of 0.35 euros from the invested non-restricted equity fund be distributed for a total payment of 0.60 euros per share (totaling 13,493,760 euros) for the year 2010. No dividends or repayments of equity shall be paid on the 96,600 shares held by the company. The dividend record date is April 11, 2011 and the payment date is April 19, 2011. 9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability 10. Resolution on the remuneration of the members of the Board of Directors The Board proposes to the AGM that the compensation to the Board will remain the same, i.e. as follows: Chairman of the Board will be paid 3,000 euros per month, Deputy Chairman of the Board 2,500 euros per month, and other Members of the Board 2,000 euros per month. In addition, the members' travel expenses will be reimbursed. The members of the Board employed by the Tekla Group will not be paid any fees for their Board work. 11. Resolution on the number of members of the Board of Directors The Board proposes that five regular members and one deputy member be elected to the Board of Directors. 12. Election of the members of the Board of Directors Shareholders representing more than 10% of the shares and votes propose that the current Board members and the deputy member be re-elected. The regular members of the Board are Ari Kohonen, Olli-Pekka Laine, Erkki Pehu-Lehtonen and Reijo Sulonen, and the deputy member is Timo Keinänen. Saku Sipola is proposed to be elected as a new regular member. Information on all Board member candidates can be found at www.tekla.com > Investors> Corporate Governance > Shareholder meetings In accordance with the Articles of Association, a personnel representative and his/her personal deputy may be elected to the Board of Directors. 13. Resolution on the remuneration of the auditor The Board proposes that auditors' fees be paid as per a reasonable invoice. 14. Election of auditor The Board proposes that Ernst & Young Oy be elected as the company's auditor. Ernst & Young has announced that the responsible auditor would be Erkka Talvinko, Authorized Public Accountant. 15. Proposal by the Board of Directors to amend the Articles of Association The Board proposes to the Annual General Meeting that Article 7 of the Articles of Association be amended as follows: "Invitations to a general meeting of shareholders shall be delivered to shareholders by publishing it on the company's website at the latest three weeks before the meeting, however at the latest nine days before the record date of the general meeting. In addition to this, the Board can decide to publish the invitation also in another way. In order to participate in the general meeting, shareholders shall register in advance at the latest on the date mentioned in the invitation to the general meeting, which shall be not earlier than ten (10) days prior to the meeting." 16. Authorizing the Board of Directors to purchase and transfer the company's own shares The Board proposes that the Annual General Meeting authorize the Board to decide on the repurchase and transfer of the company's own shares in one or several lots on the following terms: A maximum total of 1,000,000 company's own shares (corresponding about 4.43% of the total number of the company's shares) may be purchased based on the authorization, however observing the provisions of the Finnish Companies Act on the maximum number of treasury shares held by a company at any given time. The authorization includes the right to acquire the shares otherwise than in proportion to the holdings of the shareholders, as well as the right to decide on all of the other terms and conditions of the share repurchase. The Board of Directors is authorized to decide on transferring of the company's own shares against payment or without consideration. Based on this authorization the Board is authorized to transfer the shares in deviation from the shareholders' pre-emptive rights subject to the provisions of the applicable law. The shares may be transferred as a consideration to finance acquisitions or in other arrangements or used as part of the equity-based incentive systems as decided by the Board of Directors. The Board of Directors shall also have the right to sell the shares through public trading, as well as the right to decide on all other matters related to a transfer of own shares. The authorization will remain valid until the following Annual General Meeting but not longer than until April 30, 2012. 17. Authorizing the Board of Directors to decide on a share issue The Board of Directors proposes to the Annual General Meeting that the Board be authorized to decide on a share issue. The amount of shares to be issued based on this authorization shall not exceed 4,500,000 new shares, waiving the shareholders' pre-emptive rights as per the conditions set forth in the Finnish Companies Act. The authorization can be used for example when issuing new shares or when transferring shares in cases of financing acquisitions or arrangements, financing investments, developing the company's capital structure or in case of other business development. The authorization will remain valid until the following Annual General Meeting but not longer than until April 30, 2012. 18. Authorizing the Board of Directors to decide on distribution of non- restricted equity The Board proposes that the Annual General Meeting authorize the Board to decide on distribution of additional dividend and/or distribution of the non-restricted equity fund for a total of up to 18,000,000 euros. The funds can be distributed in one or several lots either from the retained earnings or from the non- restricted equity fund. The authorization is proposed to cover the Board's right to decide on all other facts related to the distribution of funds. The authorization will remain valid until the following Annual General Meeting. 19. Closing of the meeting B. Documents of the general meeting The proposals of the Board of Directors relating to the agenda of the general meeting as well as this notice are available on Tekla Corporation's website at www.tekla.com > Investors > Corporate Governance > Shareholder meetings as of March 15, 2011. The annual report of Tekla Corporation, including the company's annual accounts, the Board of Directors' review and the auditor's report, has been available on the above-mentioned website as from March 11, 2011. The proposals of the Board of Directors and the annual accounts are also available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available in Finnish on the company's website as from April 15, 2011 C. Instructions for the participants in the general meeting 1. The right to participate and registration Each shareholder who is registered on March 25, 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 Monday, April 4, 2011 at 4:00 p.m. a) on the company's website atwww.tekla.com/go/AGM b) by e-mail tocommunications@tekla.com c) by telephone; +358 30 66 110 / AGM registrations (Monday-Friday, 9 a.m. to 5 p.m. Finnish time) d) by telefax; +358 9 8845 873 e) 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 March 25, 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 April 1, 2011 by 10 am. As regards 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, March 14, 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 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 about 500 people, of whom nearly 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 [HUG#1496893]
Notice to the Annual General Meeting of Tekla Corporation
| Source: Tekla