Tekla Corporation Stock Exchange Release 16.2.2007 at 1 p.m.
The shareholders of Tekla Corporation are invited to the Annual General Meeting, which is held on Thursday March 15, 2007 at 3 p.m. in Tekla's head office at the address Metsänpojankuja 1, 02310 Espoo.
The meeting will address the following issues:
1. The issues to be dealt with at the Annual General Meeting as defined in § 12 of the Articles of Association
2. Authorizing the Board of Directors to decide on the increase of the company's share capital to develop business operations
The Board proposes that the Board be authorized to decide within one year from the Annual General Meeting on the increase of the company's share capital in one or several tranches of new shares so that a maximum of 4,500,000 new shares with a nominal value of 0.03 euros may be subscribed. The share capital can be raised by a maximum of 135.000 euros on the basis of this authorization.
The authorization gives the right to waive the pre-emptive rights of shareholders as well as the right to decide on the pricing and other terms of the subscription. The pre-emptive rights of shareholders may be waived in the event that there is a compelling financial reason on the part of the company such as an acquisition or the financing of a transaction or some other action to develop the company's business operations.
The Board is not authorized to waive the pre-emptive rights of shareholders in favor of company insiders. When the share capital is raised in a new share issue the Board is authorized to decide that shares may be subscribed against assets or otherwise on special terms.
3. Authorizing the Board to acquire the company's own shares
The Board proposes that the Annual General Meeting authorize the Board
to decide on the acquisition of the company's own shares using distributable earnings on the following terms:
- The company's own shares are acquired for the development of the company's capital structure and to be used as means of payment at the discretion of the Board regarding object and extent when the company acquires assets related to its business operations or renders its own shares as payment in potential acquisitions or to be used as part of the company's remuneration and incentive system.
- The maximum number of shares to be acquired is 500,000.
- The own shares currently held by the company and its subsidiaries (in total 69,600 shares) and the shares to be acquired based on this authorization may constitute a maximum of 10% of the company's total share number and a maximum of 10% of the total number of votes. Since the company has only one share series and all shares entitle to one vote at the Annual General Meeting, the shares to be acquired will reduce the number of shares outstanding and the number of votes to be exercised at the Annual General Meeting by a maximum of 10% of all the shares and votes of the company.
- The shares will be acquired in other than the current shareholder proportions since the company's shares are publicly traded at the Helsinki Stock Exchange and will be acquired in public trading.
- The acquisition of the shares will reduce the distributable unrestricted equity of the company.
- The shares will be acquired at the going market price in public trading. The purchase price for the shares will be paid to the sellers according to the payment schedule set by the rules of the Helsinki Stock Exchange and the Finnish Central Securities Depository Ltd.
The insiders, as defined by the Companies Act, currently hold 38.3% of the company's share capital and they also hold 38.3% of the total number of votes. Should they not sell their shares and should the company acquire the authorized maximum number of its own shares, i.e. 569,600, the insiders will hold 41.7% of the votes after the acquisition.
4. Authorizing the Board to transfer the company's own shares
The Board proposes that the Annual General Meeting authorize the Board to decide on the transfer of the company's own shares within one year from the Annual General Meeting. The authorization concerns all the company's own shares acquired by the company based on the authorizations given to the Board.
The Board is authorized to decide to whom and in what order the acquired shares may be transferred. The Board may decide to transfer the shares in another proportion than the one in which the shareholders have a pre-emptive right to acquire the company's own shares. The authorization includes the right to define the grounds on which the transfer price is set. The transfer of the shares may also take place in public trading at the Helsinki Stock Exchange.
The company's own shares may be used as means of payment at the discretion of the Board regarding object and extent when the company acquires assets related to its business operations or renders its own shares as payment in potential acquisitions or to be used as part of the company's remuneration and incentive system.
The maximum number of shares that may be transferred is 569,600 and their total nominal book value is 17,088 euros.
The Board of Directors will decide on other issues related to transferring the shares.
The authorization is valid until the Annual General Meeting 2008 but not longer than one year from the Annual General Meeting i.e. until March 15, 2008.
6. The Financial Statement and the Board's proposal
The copies of the documents related to the Financial Statement and of the Board's proposal with enclosures and the auditor's statement on the authorizations are available for shareholders as of March 5, 2007 at the address: Tekla Corporation, Metsänpojankuja 1, Espoo. Copies of the aforesaid documents will be mailed to shareholders on request.
7. Right to participate
Shareholders who have been registered at the latest by March 5, 2007 in the shareholders' register kept by the Finnish Central Securities Depository Ltd are entitled to participate in the Annual General Meeting.
8. Notice of attendance
Shareholders who wish to attend the Annual General Meeting must inform the company of their intention to do so at the latest by Monday, March 12, 2007, 4 p.m. either on the company's web site at
www.tekla.com/go/AGM, in writing to the address: Tekla Corporation, Communications, P.O. Box 1, 02131 Espoo, Finland, or by phone +358 30 661 10 or by fax +358 9 8845 873 or by e-mail at
communications@tekla.com. Proxies shall be submitted to the company in connection with the notice of attendance.
9. Composition of the Board of Directors
Shareholders representing more than 50% of shares and votes propose the current board members be re-elected to the Board until the conclusion of the Annual General Meeting in 2008. The regular members are Ari Kohonen, Esa Korvenmaa, Olli-Pekka Laine, Heikki Marttinen and Erkki Pehu-Lehtonen and the deputy member is Timo Keinänen. All the persons have given their consent to the re-election.
In addition to this and according to the Articles of Association one representative of the personnel may be nominated to the Board with a personal deputy.
10. Company Auditors
The Board proposes PricewaterhouseCoopers as auditors until the conclusion of the Annual General Meeting in 2008.
11. Dividend
The Board has decided to propose to the Annual General Meeting that a dividend of 0.20 euros plus an extra dividend of 0.20 euros due to the anniversary (in total 0.40 euros per share) be distributed for the financial period 2006. The dividend will be paid to shareholders entered in the shareholders' register kept by the Finnish Central Securities Depository Ltd on the dividend record date March 20, 2007. The payment date for the dividend is March 27, 2007. No dividend will be paid to the shares owned by the company.
12. Annual Reporting
Tekla's Financial Statements of 2006 and other annual reporting are available on Tekla's Internet site
www.tekla.com à Investors latest on March 9, 2007. The company publishes no printed copies of the Annual Report.
Espoo, February 15, 2007
TEKLA CORPORATION
Board of Directors
For further information, please contact:
Ari Kohonen, President and CEO, phone 358 30 661 1468, ari.kohonen @ tekla.com
DISTRIBUTION: Helsinki Stock Exchange, Main Media
Tekla Corporation in Brief
Tekla is the industry-leading international software company whose innovative software solutions make customers' core business more effective in building and construction, energy distribution and in municipalities. The company's model-based software products and related services are used in more than 80 countries. Tekla Group's net sales for 2006 were approximately 50 million euros and operating result 13.6 million euros. International operations accounted for 75% of net sales. Tekla Group employs more than 350 persons, of whom a third work outside Finland. Tekla was established in 1966, making it one of the oldest software companies in Finland. For additional information on Tekla, please visit www.tekla.com