Martela Oyj

AGM Information • Feb 17, 2009

MARTELA CORPORATION ANNUAL GENERAL MEETING

Shareholders of Martela Corporation are invited to the Annual General Meeting, which will be held on Tuesday 17 March, 2009, at 3 p.m. at Takkatie 1, 00370, Helsinki.

The following matters will be on the agenda:

• 1. The matters to be discussed at annual general meetings under section 13 of the Articles of Association.
• 1. The Board's proposal that the Annual General Meeting authorise the Board to decide on the acquisition of the company's own shares with non-restricted equity under the following terms:
• 2.1 Under the authorisation, the Board may decide to acquire a maximum of 415,560 company A series shares.
• 2.2 The shares shall be acquired through public trading on the NASDAQ OMX Helsinki Ltd ('Stock Exchange').
• 2.3 When needed, the shares may be acquired as part of the company's salary and incentive system, for use in conjunction with corporate acquisitions and other corporate 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 purpose.
• 2.4 Share acquired for the company may remain in the company's possession, cancelled or assigned further.
• 2.5 The authorization will be valid to the end of the 2010 Annual General Meeting.
• 2.6 The Board will decide on other matters concerning the acquisition of own shares.
• 1. The Board's proposal that the Annual General Meeting authorize the Board to decide on the assignment of the own shares acquired under the decisions referred to under item 2 above under the following terms:
• 3.1 The authorization is for a maximum of 415,560 own A series shares acquired for the company.
• 3.2 The Board will be authorized to decide to whom and in what order shares will be assigned.
• 3.3 The shares may be assigned as part of the salary and incentive system, as consideration when the company acquires property associated with its business operations and as consideration in any merger or acquisition, in a way and to the extent decided by the Board of Directors. The assignment of shares can also be carried out in public trading on the Stock Exchange.
• 3.4 Shares held by the company may be assigned for a fee or free of charge.
• 3.5 This authorization will be valid to the end of the 2010 Annual General Meeting.
• 3.6 The Board will decide on other matters concerning the assignment of own shares.

Board members and auditors

Shareholders representing a total of over 50 per cent of the company's votes have informed the company that they will be proposing the following current members to be elected to the Board: Heikki Ala-Ilkka, Tapio Hakakari, Jori Keckman, Heikki Martela, Pekka Martela and Jaakko Palsanen. The aforementioned shareholders have also announced that they will propose that KPMG Oy, Authorised Public Accountants, be elected as the company's auditor until the end of the next Annual General Meeting.

Registration to the annual general meeting

To be entitled to attend the Annual General Meeting, shareholders must be registered in the shareholder register maintained at Euroclear Finland Ltd (formerly the Finnish Central Securities Depository Ltd) by Thursday 5 March, 2009, unless otherwise is provided by law.

Shareholders wishing to attend the Annual General Meeting should register by Thursday 12 March, 2009 by 4.30 p.m. with Johanna Suhonen, either by mail to the address Martela Oyj, P.O.Box, FIN-00371, Helsinki, telephone to +358 (0)10 345 5301, or e-mail to Johanna.suhonen@martela.fi. Letters must arrive before the end of the registration period. Please send any powers-of-attorney to the above address before the end of the registration period.

Payment of dividend

The Board of Directors has decided to propose to the Annual General Meeting that a dividend of EUR 0.60 per share be distributed for 2008. Shareholders registered in the shareholder register maintained at Euroclear Finland Ltd (formerly the Finnish Central Securities Depository Ltd) on the record date for dividend payment, Friday 20 March, 2009, will be entitled to the dividend as proposed by the Board. The Board proposes that dividend be paid on 27 March, 2009.

Financial statement documents and Board proposals

Documents concerning the financial statements and other documents as required by the Limited Liability Companies Act are available to shareholders at the company head office, Martela Corporation, Takkatie 1, FIN-00370, Helsinki. The Martela 2008 Annual Report will be published on the company's website (www.martela.fi) during the week beginning 2 March (week 10).

Helsinki, 11 February, 2009

Board of Directors