Annual General Meeting 2007

The Annual General Meeting of Lassila & Tikanoja plc, which was held on 24 March 2009, 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%) in public trading on the NASDAQ OMX Helsinki 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.