The shareholders of Lassila & Tikanoja plc are convened to the Company's Annual
General Meeting of Shareholders to be held on Tuesday, 1 April 2008 at 4 p.m.
at the Finlandia Hall, Mannerheimintie 13 e, Helsinki.
The following issues will be on the agenda of the meeting:
1. ISSUES PERTAINING TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNDER
ARTICLE 13 OF THE ARTICLES OF ASSOCIATION AND ARTICLE 3 CHAPTER 5 OF THE
COMPANIES ACT
2. PROPOSAL BY THE BOARD OF DIRECTORS CONCERNING ISSUE OF SHARE OPTIONS
The Board of Directors of Lassila & Tikanoja plc proposes that the Annual
General Meeting on 1 April 2008 decides to issue share options to key personnel
of the Lassila & Tikanoja Group and/or to a wholly-owned subsidiary of Lassila
& Tikanoja plc.
The share options shall, with deviation from the shareholders' pre-emptive
right to subscribe, be issued to the key personnel of the Lassila & Tikanoja
Group and/or to a wholly-owned subsidiary of the Company. It is proposed that
the shareholders' pre-emptive right to subscribe will be deviated from because
the share options are intended to form part of the incentive and commitment
scheme for the Company's key personnel and the Company has therefore a weighty
financial reason for the deviation. The purpose of the share options is to
encourage long-term employment relationships in order to increase shareholder
value and to enhance key personnel's commitment to the Company.
The share options will be granted free of charge. The maximum number of share
options to be issued shall be 230,000. Each share option entitles its holder to
subscribe for one (1) share of Lassila & Tikanoja plc. As a result of the
exercise of the 2008 share options, the number of shares issued by Lassila &
Tikanoja plc may increase by a maximum of 230,000 new shares. The share options
issued under this share option scheme entitle their holders to subscribe for a
maximum of 0.59% of the Company's current number of shares and voting rights.
The exercise price of the 2008 share options shall be the trading volume
weighted average price of the Company's share on the OMX Nordic Exchange in May
2008, rounded off to the nearest cent. The exercise price of the share options
shall, as per the dividend record date, be reduced by the amount of dividend
which exceeds 70% of the profit per share for the financial period to which the
dividend applies. However, only such dividends whose distribution has been
agreed upon after the option pricing period and which have been distributed
prior to the share subscription are deducted from the subscription price. The
exercise price shall, however, always amount to at least EUR 0.01. The exercise
price shall be recognised in the invested non-restricted equity fund.
The exercise period shall be from 1 November 2010 to 31 May 2012.
The Company has a share option scheme issued in 2005. On the basis of the 2005
share options, 12,500 new shares have been subscribed for by 28 January 2008.
On the basis of the outstanding share options a maximum of 556,000 shares can
be subscribed for, which represent 1.43% of the current number of shares of the
Company.
COMPOSITION OF THE BOARD OF DIRECTORS AND THE AUDITORS
Shareholders who together represent over 40% of all votes attached to Lassila &
Tikanoja shares, 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)
and that the present Board members Eero Hautaniemi, Lasse Kurkilahti, Juhani
Lassila and Juhani Maijala be re-elected to the Board until the end of the
following AGM, and that Heikki Bergholm, M.Sc. (Eng) and Matti Kavetvuo, M.Sc.
(Eng), B.Sc. (Econ.) be elected as new members for the same term. Heikki
Bergholm is Chairman of the Board of Componenta Corporation and Lakan Betoni Oy
and member of the Board of Directors of Forchem Oy, Suominen Corporation and MB
Funds Oy. Matti Kavetvuo is Chairman of the Board of Marimekko Corporation,
Metso Corporation and Orion Corporation, Vice Chairman of the Board of Alma
Media Corporation and member of the Board of Directors of Konecranes Plc. These
shareholders will also propose that PricewaterhouseCoopers, Authorised Public
Accountants with Heikki Lassila, APA as the responsible auditor, be elected
Auditors of the Company until the end of the following AGM.
BOARD REMUNERATION
Shareholders representing more than 40% of all shares and votes of Lassila &
Tikanoja plc have announced their intention to propose to the AGM the following
annual fees: Chairman EUR 46,250, Vice Chairman 30,500 and members EUR 25,750.
The fees are proposed to be paid so that each member purchases Company shares
worth of the net amount of the fee (40%) within the next fourteen trading days,
free from restrictions on trading, from the Annual General Meeting.
DOCUMENTS FOR THE MEETING
The financial statements of the Company have been disclosed as provided in the
Securities Markets Act. The Annual Financial Statement release and the Annual
Report are available on the Company's website at www.lassila-tikanoja.com. The
proposal by the Board of Directors will be available to shareholders from 25
March 2008 onwards at the head office of the Company in Helsinki at Hopeatie 2.
Copies of the proposal will be sent to shareholders on request. The Annual
Report including the complete consolidated financial statements, the complete
financial statements of the parent company, the report of the Board of
Directors and the Auditor's Report have been mailed to the shareholders to the
addresses registered in the Company's List of Shareholders.
RIGHT TO ATTEND THE MEETING
Shareholders who were entered in the Company's List of Shareholders maintained
by the Finnish Central Securities Depository Ltd on 20 March 2008 are entitled
to attend the Annual General Meeting. Shareholders registered in a nominee's
name may attend the Annual General Meeting if they have been temporarily
recorded in the Company's List of Shareholders not later than ten days prior to
the Meeting, which is 20 March 2008.
NOTIFICATION
Shareholders who wish to attend the Annual General Meeting of Shareholders
shall notify the Company not later than on Tuesday 25 March 2008 at 4 p.m. by
telephone to +358 10 636 2882/Taru Määttä, by writing to the following address:
Lassila & Tikanoja plc, P.O. Box 28, 00441 Helsinki, by fax to +358 10 636 2899
or by e-mail to the address taru.maatta@lassila-tikanoja.fi. Any proxies shall
be sent to the above mailing address by the end of the notification period.
PAYMENT OF DIVIDEND
The Board of Directors proposes to the Annual General Meeting of Shareholders
that a dividend of EUR 0.55 per share be paid for the financial year 2007 on
the basis of the balance sheet adopted. The dividend resolved by the Annual
General Meeting of Shareholders will be paid to a shareholder registered in the
Company's List of Shareholders maintained by the Finnish Central Securities
Depository Ltd on 4 April 2008, which is the record date for the dividend
payment. The Board of Directors proposes to the Annual General Meeting that the
dividend be paid on 11 April 2008.
Helsinki, 7 March 2008
LASSILA & TIKANOJA PLC
Board of Directors
Jari Sarjo
President and CEO
ATTACHMENT Terms and conditions of the option scheme
For additional information please contact Mr. Jari Sarjo, President and CEO,
tel. +358 10 636 2810.