Martela Oyj

AGM Information • Mar 13, 2020

Disclosure 380782

Martela Oyj - Decisions of general meeting

Annual General Meeting Resolutions of Martela Corporation

Martela Corporation, Stock Exchange Release, March 13, 2020 at 16.30 p.m.

Martela Corporation's Annual General Meeting was held on Thursday, March 12, 2020. The Meeting approved the Financial Statements, discharged the members of the Board of Directors and CEO from liability for the year of 2019 and adopted Remuneration Policy for the Company’s governing bodies. The Board of Directors proposal that no dividend will be distributed was approved.

The Annual General Meeting confirmed that the Board of Directors will consist of seven members and Ms. Minna Andersson, Mr. Jan Mattsson, Mr. Eero Martela, Mr. Heikki Martela, Ms. Katarina Mellström and Ms. Anni Vepsäläinen were re-elected as members of the Board of Directors and Mr. Johan Mild was elected as a new member of the Board of Directors. The Annual General Meeting resolved a monthly compensation of EUR 3,400 to be paid for the Chairman of the Board and EUR 1,700 for the Board Members, and an additional compensation of EUR 1,600 per year to the Board members belonging to a committee.

Authorized Public Accountant Ernst & Young Oy was elected as the company's auditor. The remuneration of the auditor will be paid according to the invoice that has been accepted by the Audit Committee of the company. Ernst & Young Oy has informed that Authorized Public Accountant Mr. Osmo Valovirta will act as the principal auditor.

The Annual General Meeting authorized the Board in accordance with the proposal of the Board of Directors to decide on the repurchase of a maximum of 415,560 Company’s own A shares in one or several occasions. Own shares will be repurchased in public trading maintained by Nasdaq Helsinki Ltd at the market price of the shares as per the time of repurchase or otherwise at a price formed on the market. Own shares may be repurchased when necessary as a part of the Company’s salary and incentive scheme, for use in conjunction with corporate acquisitions and other business arrangements, if the Board deems this is in the interest of the shareholders in light of the company's share indicators, or if the Board deems it is an economical way of using liquid assets, or for some other similar purpose. The share repurchase authorization includes the right to repurchase shares otherwise than in proportion of the shareholdings. The authorization cancels any previous unused authorizations to repurchase the Company’s own shares. This share repurchase authorization will be valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2021.

The Annual General Meeting authorized the Board in accordance with the proposal of the Board of Directors to resolve to issue a maximum of 415,560 new A shares and/or to dispose of the Company’s own A shares held by the Company either in one or several occasions either against payment or without payment. The new shares may be issued and the shares held by the Company may be disposed to the shareholders in proportion to their current shareholdings of the Company’s shares or through a directed share issue deviating from the shareholders pre-emptive right. The authorization includes the Board of Directors’ right to resolve on other terms of the share issue. The authorization cancels any previous unused authorizations to decide on a share issue. The proposed authorization will be valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2021.

In Helsinki, March 12, 2020

Matti Rantaniemi, CEO

For more information, please contact Matti Rantaniemi, CEO, tel. +358 50 465 8194