Annual General Meeting 2011

The Annual General Meeting of Lassila & Tikanoja plc, which was held today on 17 March 2011, adopted the financial statements and consolidated financial statements for the financial year 2010 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 and on the decrease of share premium fund.

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 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. No dividend will be paid on shares held by the company. The dividend will be paid on 29 March 2011.

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 Miikka Maijala. Sakari Lassila 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.

Decrease of the share premium fund
The Annual General Meeting resolved on 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.

Effect of the dividend on Lassila & Tikanoja plc’s share option schemes
The dividend resolved by the Annual General Meeting reduces the exercise prices of shares subscribed for with the 2005C and 2008 option rights in accordance with the terms and conditions of the share option schemes. As from 22 March 2011, the record date for the payment of dividends, the exercise prices of shares subscribed for with the option rights are:

 

Option

Exercise price as of 22 March 2011, EUR/share

Exercise price before, EUR/share

Exercise period

ISIN code

Trading code

2005C

26.80

26.87

2 November 2009 - 31 May 2011

FI0009618391

LAT1VEW305

2008

16.20

16.27

1 November 2010 31 May 2012

FI0009648190

LAT1VEW108


The minutes of the Annual General Meeting will be available on the company website www.lassila-tikanoja.com no later than 31 March 2011.

Last updated: 30 March 2011