Tekla Corporation Stock exchange release April 6, 2011 at 6:15 p.m. Decisions by the Tekla Corporation Annual General Meeting The Annual General Meeting (AGM) on April 6, 2011 adopted Tekla Corporation's financial statement as well as Tekla Group's financial statement, and discharged the Board and the CEO from liability. Dividend In line with the Board's proposal the AGM approved a dividend of 0.25 euros and a repayment of equity of 0.35 euros be distributed for a total payment of 0.60 euros per share (totaling 13,493,760 euros). The dividend and repayment of equity record date is April 11, 2011 and the payment date is April 19, 2011. No dividend or repayment of equity will be paid to the shares owned by the company. Election and remuneration of the Board of Directors As regular members of the Board until the conclusion of the Annual General Meeting 2012 were re-elected Ari Kohonen, Olli-Pekka Laine, Erkki Pehu-Lehtonen and Reijo Sulonen. Saku Sipola was elected as a new regular member. Timo Keinänen was re-elected as deputy member. Juha Kajanen is the Tekla personnel representative on the Board and Kirsi Hakkila his personal deputy. The AGM decided to keep the compensation to the Board the same as in 2010: Chairman of the Board will receive 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 Tekla Group will not be paid any fees for their board work. Auditor Ernst & Young Oy was elected as company auditor, with Erkka Talvinko, Authorized Public Accountant, as the auditor in charge. The auditor's fees will be paid as per a reasonable invoice. Amendment to the Articles of Association The AGM decided on amending Article 7 of the Articles of Association 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." Authorizations to the Board The AGM gave the following authorizations to the Board: 1. The Board was authorized 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 to 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. 2. The Board was 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. 3. The Board was authorized 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 includes 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. Formative meeting of the Board In the formative meeting that was held after the AGM, the Board of Directors elected Olli-Pekka Laine to continue as Chairman, and Erkki Pehu-Lehtonen to continue as Deputy Chairman. TEKLA CORPORATION Board of Directors For further information, please contact: 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, 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 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#1504140]
Decisions by the Tekla Corporation Annual General Meeting
| Source: Tekla