LASSILA & TIKANOJA PLC DECISIONS OF ANNUAL GENERAL MEETING
24 March 2009 5.30 pm
RESOLUTIONS BY LASSILA & TIKANOJA PLC'S ANNUAL GENERAL MEETING
The Annual General Meeting of Lassila & Tikanoja plc, which was held today,
adopted the financial statements and consolidated financial statements for the
financial year 2008 and discharged the members of the Board of Directors and the
President and CEO from liability. The Annual General Meeting resolved on the
payment of the dividend, the composition and remuneration of the Board of
Directors,
the election of the Auditor, the amendment of article 11 of the Articles of
Association, and on the authorisation of the Board of Directors to repurchase
the company's shares and to issue shares.
DIVIDEND
The Annual General Meeting resolved that a dividend of EUR 0.55, as proposed by
the Board of Directors, 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 dividend will
be paid on 3 April 2009.
COMPOSITION AND REMUNERATION OF THE BOARD OF DIRECTORS
The number of the members of the Board of Directors was confirmed six (6). The
following Board members were re-elected to the Board until the end of the
following AGM: Heikki Bergholm, Eero Hautaniemi, Matti Kavetvuo, Juhani Lassila
and Juhani Maijala. Hille Korhonen was elected as a new member for the same
term.
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 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.
AUDITOR
The Annual General Meeting elected PricewaterhouseCoopers Oy, Authorised Public
Accountants, as Auditor of the Company until the close of the next Annual
General Meeting. The meeting resolved that the fees of the auditor will be paid
according to invoicing.
AMENDMENT OF ARTICLE 11 OF THE ARTICLES OF ASSOCIATION
The Annual General Meeting resolved to amend article 11 of the Articles of
Association to state that a notice of a General Meeting should be provided at
least 21 days prior to the meeting.
AUTHORISING THE BOARD OF DIRECTORS TO DECIDE ON THE REPURCHASE OF THE
COMPANY'S OWN SHARES
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 unrestricted
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.
AUTHORISING THE BOARD OF DIRECTORS TO DECIDE ON THE ISSUANCE OF SHARES
The Annual General Meeting authorised the Board of Directors to decide on the
transfer of Company shares under the following terms and conditions:
The Board of Directors is 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 recognised under unrestricted equity.
Shareholders 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.
LASSILA & TIKANOJA PLC
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 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