LASSILA & TIKANOJA PLC STOCK EXCHANGE RELEASE 31 March 2010 5.35 pm
RESOLUTIONS BY LASSILA & TIKANOJA PLC'S ANNUAL GENERAL MEETING
The Annual General Meeting of Lassila & Tikanoja plc, which was held today on 31
March 2010, adopted the financial statements and consolidated financial
statements for the financial year 2009 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 per share, as
proposed by the Board of Directors, be paid for the financial year 2009 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 7 April 2010, which is the record date for the dividend payment. No
dividend will be
paid on shares held by the company. The dividend will be paid on 14 April 2010.
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, Hille Korhonen
and Juhani Lassila. Miikka Maijala 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. 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.
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, in consequence of the amendment to the Finnish Companies Act
effective from 31 December 2009, to state that a notice of a General Meeting
should be provided at least three (3) weeks prior to the meeting, but in any
case at least nine (9) days before the record date of the General Meeting,
referred to in Chapter 4, Article 2, Subsection 2 of the Finnish Companies Act.
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 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 and it revokes the
authorisation for the repurchase of the Company's own shares issued by the
Annual General Meeting 2009.
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. 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
programme, 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 and it revokes the
share issue authorisation issued by the Annual General Meeting 2009.
The minutes of the Annual General Meeting will be available on the company
website www.lassila-tikanoja.com no later than 14 April 2010.
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 8,700 persons. Net sales in 2009 amounted to EUR
582 million. L&T is listed on NASDAQ OMX Helsinki.
Distribution:
NASDAQ OMX Helsinki
Major media
www.lassila-tikanoja.com