LASSILA & TIKANOJA PLC NOTICE TO CONVENE ANNUAL GENERAL MEETING
24 February 2009 9.00 am
LASSILA & TIKANOJA PLC: NOTICE OF ANNUAL GENERAL MEETING
Notice is given to the shareholders of Lassila & Tikanoja plc of the Annual
General Meeting to be held on 24 March 2009 at 4 pm in the Helsinki room of the
Finlandia Hall, Mannerheimintie 13 e, Helsinki. The reception of persons who
have registered for the meeting will commence at 3 pm.
A. Matters on the agenda of the Annual General Meeting
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting
of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the financial statements and consolidated financial
statements, the report of the Board of Directors and the Auditor's report for
the year 2008
Review by the CEO
7. Adoption of the financial statements and consolidated financial statements
8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend
The Board of Directors proposes that a dividend of EUR 0.55 per share be paid
for the financial year 2008 on the basis of the balance sheet adopted. The
dividend will be paid to a shareholder registered in the Company's shareholders
register maintained by Euroclear Finland Ltd on 27 March 2009, which is the
record date for the dividend payment. The Board of Directors proposes that the
dividend be paid on 3 April 2009.
9. Resolution on the discharge of the members of the Board of Directors and the
CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors
Shareholders representing more than 40% of all shares and votes of Lassila &
Tikanoja plc have announced their intention to propose to the Annual General
Meeting the following annual fees: Chairman EUR 46,250, Vice Chairman EUR 30,500
and members EUR 25,750. The fees are proposed to be paid so that each member
purchases Company shares worth of 40% of the fee within the next fourteen
trading days, free from restrictions on trading, from the Annual General
Meeting.
11. Resolution on the number of members of the Board of Directors
Shareholders representing more than 40% of all shares and votes of Lassila &
Tikanoja plc have announced to the Company that they will propose to the Annual
General Meeting that the number of Board members be confirmed as six (6).
12. Election of members of the Board of Directors
Shareholders representing more than 40% of all shares and votes of Lassila &
Tikanoja plc have announced to the Company that they will propose to the Annual
General Meeting that the present Board members Heikki Bergholm, Eero Hautaniemi,
Matti Kavetvuo, Juhani Lassila and Juhani Maijala be re-elected to the Board for
the term until the close of the next AGM, and that Hille Korhonen be elected as
a new member for the same term. Lasse Kurkilahti has informed that he does not
wish to stand for re-election.
Ms Hille Korhonen was born in 1961 and is a Licentiate of Technology. Presently
she is Vice President, Operations, at Fiskars Corporation responsible for
manufacturing, sourcing and logistics strategies since March 2008. In parallel
with this position, she holds the position of Group Director, Operations at
Iittala Group since 2003. Previously Ms Korhonen worked at Nokia Corporation in
executive positions within worldwide delivery chain strategies and processes:
Nokia Corporation 2000-2003, Nokia Networks 1998-2000 and Nokia Mobile Phones
1996-1997. Between 1993 and 1996 she worked on developing logistics and
marketing at Outokumpu Copper.
Ms Korhonen is a member of the Board of Directors in Nokian Tyres Plc and Mint
of Finland Group.
13. Resolution on the remuneration of the auditor
Shareholders representing more than 40% of all shares and votes of Lassila &
Tikanoja plc will propose to the Annual General Meeting that the
Auditor to be chosen be remunerated in accordance with an invoice presented.
14. Election of Auditor
These shareholders will also propose that PricewaterhouseCoopers Oy, Authorised
Public Accountants be elected Auditors of the Company until the close of the
next Annual General Meeting.
15. Proposal by the Board of Directors to amend article 11 of the Articles of
Association
The Board of Directors of Lassila & Tikanoja plc will propose to the Annual
General Meeting that article 11 of the Articles of Association be amended to
state that a notice of a General Meeting should be provided at least 21 days
prior to the meeting.
16. Authorizing the Board of Directors to decide on the repurchase of the
Company's own shares
The Board of Directors of Lassila & Tikanoja plc will propose to the Annual
General Meeting that the Board of Directors be authorised to repurchase Company
shares under the following terms and conditions:
The Board of Directors shall be authorised to repurchase a maximum of 500,000
Company shares (1.3% of the total number of shares) using the Company's
nonrestricted 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 plan, 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.
17. Authorizing the Board of Directors to decide on the issuance of shares
The Board of Directors of Lassila & Tikanoja plc will propose to the Annual
General Meeting that the Board of Directors be authorised to decide on the
transfer of Company shares under the following terms and conditions:
The Board of Directors shall be authorised to transfer a maximum of 500,000
Company shares (1.3% of the total number of shares). The Company shares held by
the Company may be transferred either against payment (“Share issue involving
payment”) or without payment. The amount payable for the shares to be
transferred shall be recognized under nonrestricted equity.
Shareholders shall have pre-emptive rights to the issued shares in proportion to
their current shareholding in the Company. The shareholders' pre-emptive rights
may be waived by means of a private placement if the Company has significant
financial reasons for doing so, such as using the shares to finance potential
acquisitions or other business arrangements, as part of the Company's
share-based incentive plan, or to finance investments.
The Board of Directors will decide on other matters related to the share issues.
The share issue authorisation will be effective for 4 years.
18. Closing of the meeting
B. Documents of the Annual General Meeting
The proposals of the Board of Directors relating to the agenda of the Annual
General Meeting as well as this notice are available on Lassila & Tikanoja's
company website at www.lassila-tikanoja.com. The annual report of Lassila &
Tikanoja plc, including the Company's financial statements, the report of the
Board of Directors and the Auditor's report, is available on the above-mentioned
website no later than 13 March 2009. The proposals of the Board of Directors and
the financial statements are also available at the meeting. Copies of these
documents and of this notice will be sent to shareholders upon request. The
Annual Report will be mailed to the shareholders to the addresses registered in
the Company's shareholders' register. The minutes of the meeting will be
available on the above-mentioned website as from 8 April 2009.
C. Instructions for the participants in the Annual General Meeting
1. The right to participate and registration
Each shareholder, who is registered on 13 March 2009 in the Company's
shareholders' register held by Euroclear Finland Ltd, has the right to
participate in the Annual General Meeting. A shareholder, whose shares are
registered on his/her personal book-entry account, is registered in the
Company's shareholders' register.
A shareholder, who wants to participate in the Annual General Meeting, shall
register for the meeting no later than 17 March 2009 at 4 pm by giving a prior
notice of participation. Such notice can be given:
a) by e-mail taru.maatta@lassila-tikanoja.fi
b) by telephone +358 10 636 2882 / Taru Määttä
c) by telefax +358 10 636 2899 or
d) by regular mail to Lassila & Tikanoja plc, Taru Määttä, P.O. Box 28, 00441
Helsinki.
In connection with the registration, a shareholder shall notify his/her name,
personal identification number/company identification number, address, telephone
number and the name of a possible assistant. The personal data given to Lassila
& Tikanoja plc is used only in connection with the Annual General Meeting and
with the processing of related registrations.
Pursuant to chapter 5, section 25 of the Finnish Companies Act, a shareholder
who is present at the Annual General Meeting has the right to request
information with respect to the matters to be considered at the meeting.
2. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her
rights at the meeting by way of proxy representation.
A proxy representative shall produce a dated proxy document or otherwise in a
reliable manner demonstrate his/her right to represent the shareholder at the
meeting.
Any proxy documents should be delivered in originals to Lassila & Tikanoja plc,
Taru Määttä, P.O. Box 28, 00441 Helsinki before the last date for registration.
3. Holders of nominee registered shares
A holder of nominee registered shares, who wants to participate in the Annual
General Meeting, must be entered into the Company's shareholders' register on
the record date 13 March 2009 of the meeting.
A holder of nominee registered shares is advised to request necessary
instructions regarding the registration in the Company's shareholders' register,
the issuing of proxy documents and registration for the Annual General Meeting
from his/her custodian bank.
4. Other instructions and information
On the date of this notice of the Annual General Meeting 23 February 2009, the
total number of shares and votes in Lassila & Tikanoja plc is 38,798,874.
Helsinki 23 February 2009
LASSILA & TIKANOJA PLC
The Board of Directors
For additional information please contact Mr. Jari Sarjo, President and CEO,
tel. +358 10 636 2810.
Lassila & Tikanoja specialises in environmental management and property and
plant support services and is a leading supplier of wood-based biofuels,
recovered fuels and recycled raw materials. With operations in Finland, Sweden,
Latvia and Russia, L&T employs 9,500 persons. Net sales in 2008 amounted to EUR
606 million. L&T is listed on NASDAQ OMX Helsinki.
Distribution:
NASDAQ OMX Helsinki
Major media
www.lassila-tikanoja.com