The Annual General Meeting 2012

The Annual General Meeting of Lassila & Tikanoja plc was held on March 15, 2012. 

The Annual General Meeting of Lassila & Tikanoja plc, which was held on 15 March 2012, adopted the financial statements and consolidated financial statements for the financial year 2011 and discharged the members of the Board of Directors and the President and CEOs from liability. The Annual General Meeting resolved on the use of the profit shown on the balance sheet and the capital repayment, the composition and remuneration of the Board of Directors, the election of the Auditor and on the authorisation of the Board of Directors to repurchase the company's shares.

The Annual General Meeting resolved that the profit for 2011 be placed in retained earnings and that no dividend be paid. A capital repayment of EUR 0.55 per share, as proposed by the Board of Directors, will be paid for the financial year 2011 on the basis of the balance sheet adopted. Capital is repaid from the reserve for invested non-restricted equity. The capital repayment will be paid to a shareholder registered in the Company’s shareholder register maintained by Euroclear Finland Ltd on 20 March 2012, which is the record date for the capital repayment. The capital repayment will be paid on 27 March 2012.

The number of the members of the Board of Directors was confirmed five (5). The following Board members were re-elected to the Board until the end of the following AGM: Heikki Bergholm, Eero Hautaniemi, Hille Korhonen, Sakari Lassila and Miikka Maijala.

The Annual General Meeting resolved on the following annual fees: Chairman EUR 46,250, Vice Chairman EUR 30,500 and the ordinary members EUR 25,750.

The fees shall be paid so that 40% of the annual fee is paid in Lassila & Tikanoja's shares held by the company or, if this is not feasible, shares acquired from the markets, and 60% in cash. Shares are to be issued to Board members and, where necessary, acquired directly from the markets on behalf of Board members within the next fourteen trading days, free from restrictions on trading, from the Annual General Meeting. In addition, the following meeting fees will be paid: Chairman EUR 1,000, Vice Chairman EUR 700 and members EUR 500 per meeting. The meeting fees will also be paid to the Chairman and to the members of the committees established by the Board as follows: Chairman EUR 700 and members EUR 500.

The Annual General Meeting elected KPMG Oy Ab Authorised Public Accountants, as Auditor of the Company until the close of the next Annual General Meeting. KPMG Oy Ab has announced that it will name Lasse Holopainen, Authorised Public Accountant, as its principal auditor. The meeting resolved that the fees of the Auditor will be paid according to invoice presented.

The Annual General Meeting authorised the Board of Directors to repurchase Company shares under the following terms and conditions:

• The Board of Directors is authorised to repurchase a maximum of 500,000 Company shares (1.3% of the total number of shares) using the Company’s non-restricted equity. 
  Shares will be repurchased otherwise than in proportion to the existing shareholdings of the Company’s shareholders in public trading on the NASDAQ OMX Helsinki Ltd (“Stock Exchange”) at the market price quoted at the time of the repurchase. Shares will be acquired and paid for in accordance with the rules of the Stock Exchange and the Euroclear Finland Ltd.
• The purpose of the share repurchase is to develop the Company’s capital structure and/or to use the shares to finance potential acquisitions or other business arrangements, as part of the Company’s share-based incentive programme, or to finance investments. The Company may retain the repurchased shares, or cancel or transfer them. 
• The Board of Directors will decide on other terms related to the share repurchase. The authorisation will be effective for 18 months.

The capital repayment resolved by the Annual General Meeting reduces the exercise price of shares subscribed for with the 2008 option rights in accordance with the terms and conditions of the share option scheme. As of 20 March 2012, the record date for the payment of capital repayment, the exercise price of shares subscribed for with the option rights is: