Helsinki, Finland, 2011-02-03 07:00 CET (GLOBE NEWSWIRE) -- LASSILA & TIKANOJA PLC Stock exchange release 3 February 2011 8.00 AM
Notice is given to the shareholders of Lassila & Tikanoja plc of the Annual General Meeting to be held on Thursday 17 March 2011 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 and the distribution of the voting tickets 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 scrutinise 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 2010
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 2010 on the basis of the balance sheet adopted. The dividend will be paid to a shareholder registered in the Company’s shareholder register maintained by Euroclear Finland Ltd on 22 March 2011, which is the record date for the dividend payment. The Board of Directors proposes that the dividend be paid on 29 March 2011.
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
The Annual General Meeting of 2010 resolved on the following annual fees:
- Chairman EUR 46,250
- Vice Chairman EUR 30,500 and
- members EUR 25,750.
In addition, each member was committed to purchase Lassila & Tikanoja plc shares worth of 40% of the fee. The Annual General Meeting of 2010 resolved on the meeting fees to be paid to the participants of Board and committee meetings.
11. Resolution on the number of members of the Board of Directors
The shareholders representing over 40% of shares and votes 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
The shareholders mentioned above 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, Hille Korhonen and Miikka Maijala be re-elected to the Board for the term until the close of the next AGM, and that Sakari Lassila be elected as a new member for the same term.
Sakari Lassila was born in 1955 and holds a M.Sc. degree in economics and business administration. He is managing director and partner of Indcrea Oy and a management board member of Cupori Group Oy since 2008. From 1983 he held various supervisory and executive positions at Union Bank of Finland within treasury, corporate banking and investment banking and from 1991 he was head of corporate bank at Citibank Oy. From 1994 he held executive positions within investment banking at Alfred Berg Finland Oyj and from 2002 similar positions at Carnegie Investment Bank AB, Finland Branch. Lassila is Vice Chairman of Board of Evald and Hilda Nissi Foundation. Lassila owns 6,368 shares in Lassila & Tikanoja plc.
13. Resolution on the remuneration of the auditor
In accordance with the recommendation by the Board's Audit Committee, the Board of Directors proposes to the Annual General Meeting that the fees of the auditor will be paid according to the invoice approved by the Company.
14. Resolution on the number of the auditors, election of Auditor
In accordance with the recommendation by the Board's Audit Committee, the Board of Directors proposes to the Annual General Meeting PricewaterhouseCoopers Oy, Authorised Public Accountants to be elected as Auditor of the Company.
15. Decrease of the share premium fund
The Board of Directors of Lassila & Tikanoja plc will propose to the Annual General Meeting that the share premium fund of the balance sheet at 31 December 2010 be decreased by EUR 50,672,564.52 by transferring all the funds in the share premium fund to the unrestricted equity fund.
According to the Finnish Companies Act effective until 31 August 2006 the share premium fund belongs to restricted equity. The Companies Act currently effective no longer recognises the concept of share premium fund. However, according to the transition provisions, the share premium fund can be decreased in compliance with what has been regulated for in the decrease of the share capital.
The decrease of the fund will enhance the flexibility of the capital structure and increase the distributable equity.
16. Closing of the meeting
B. Documents of the Annual General Meeting
The proposal 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, consolidated financial statements, the report of the Board of Directors and the Auditor’s report, is available on the above-mentioned website no later than 24 February 2011. The proposal of the Board of Directors and the annual report including financial statements are also available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the above-mentioned website as from 31 March 2011.
C. Instructions for the participants in the Annual General Meeting
1. The right to participate and registration
Each shareholder, who is registered on 7 March 2011 in the Company’s shareholder 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 Finnish book-entry account, is registered in the Company’s shareholder register.
A shareholder, who wants to participate in the Annual General Meeting, shall register for the meeting no later than on Monday 14 March 2011 at 4 pm by giving a prior notice of participation. Such notice can be given:
a) via the company website www.lassila-tikanoja.com
b) by e-mail taru.maatta@lassila-tikanoja.fi
c) by telephone +358 10 636 2882 / Taru Määttä
d) by telefax +358 10 636 2899 or
e) by regular mail to Lassila & Tikanoja plc, Taru Määttä, P.O. Box 28, FI-00441 Helsinki, Finland.
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 or proxy representative and the personal identification number of a proxy representative. 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. Holders of nominee registered shares
A holder of nominee registered shares, who wants to participate in the Annual General Meeting, shall be temporarily entered into the Company’s shareholder register on 14 March 2011 at 10 am at the latest. Such shareholders are entitled to participate in the Annual General Meeting if they, based on their shareholding, have the right to be entered in the shareholder register on the Annual General Meeting record date, 7 March 2011. The temporary registration in the Company's shareholder register concerning nominee registered shareholders is considered registration for the Annual General Meeting.
The account operator of the custodian bank may notify the holder of a nominee registered share to be temporarily entered in the company's shareholder register. A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the Company’s shareholder register, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank.
3. 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. When a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.
Any proxy documents should be delivered in originals to Lassila & Tikanoja plc, Taru Määttä, P.O. Box 28, FI-00441 Helsinki, Finland before the last date for registration.
4. Other information
On the date of this notice of the Annual General Meeting 3 February 2011, the total number of shares and votes in Lassila & Tikanoja plc is 38,798,874.
Helsinki, 2 February 2011
LASSILA & TIKANOJA PLC
Board of Directors
Jari Sarjo
President and CEO
For additional information please contact 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 8,700 persons. Net sales in 2010 amounted to EUR 598 million. L&T is listed on NASDAQ OMX Helsinki.
Distribution:
NASDAQ OMX Helsinki
Major media
www.lassila-tikanoja.com