The Annual General Meeting of Lassila & Tikanoja plc, which was held today on 12 March 2013, adopted the financial statements and consolidated financial statements for the financial year 2012 and discharged the members of the Board of Directors and the President and CEO from liability. The Annual General Meeting resolved on the use of the profit shown on the balance sheet and the capital repayment, the composition and remuneration of the Board of Directors, the election of the Auditor, the amendment of the Articles of Association and on the authorisation of the Board of Directors to repurchase the company's shares and to decide on the share issue and the issuance of special rights entitling to shares.
Resolution on the use of the profit shown on the balance sheet and the capital repayment
The Annual General Meeting resolved that the profit for 2012 be placed in retained earnings and that no dividend be paid. A capital repayment of EUR 0.60 per share, as proposed by the Board of Directors, will be paid for the financial year 2012 on the basis of the balance sheet adopted. Capital is repaid from the reserve for invested non-restricted equity. The capital repayment will be paid to a shareholder registered in the Company’s shareholder register maintained by Euroclear Finland Ltd on 15 March 2013, which is the record date for the capital repayment. The capital repayment will be paid on 22 March 2013.
Composition and remuneration of the Board of Directors
The number of the members of the Board of Directors was confirmed five (5). The following Board members were re-elected to the Board until the end of the following AGM: Heikki Bergholm, Eero Hautaniemi, Hille Korhonen, Sakari Lassila and Miikka Maijala.
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 40% of the annual fee is paid in Lassila & Tikanoja's shares held by the company or, if this is not feasible, shares acquired from the markets, and 60% in cash. Shares are to be issued to Board members and, where necessary, acquired directly from the markets on behalf of Board members 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.
The Annual General Meeting re-elected KPMG Oy Ab Authorised Public Accountants, as Auditor of the Company until the close of the next Annual General Meeting. KPMG Oy Ab has announced that it will name Lasse Holopainen, Authorised Public Accountant, as its principal auditor. The meeting resolved that the fees of the Auditor will be paid according to invoice presented.
Amendment of the Articles of Association
The Annual General Meeting resolved on amending the Articles of Association of the Company as follows:
a) Section 7 of the Articles of Association regarding the right to represent the Company be amended to read as follows:
7 § Right to represent the Company
Right to represent the Company shall be vested with two members of the Board of Directors together, or the Managing Director together with a member of the Board of Directors, or a person that has been authorised by the Board of Directors to represent the Company so that such person represents the Company together either with another person authorised to represent the Company or with the Managing Director or with a member of the Board of Directors.
b) Section 8 of the Articles of Association regarding procuration be amended to read as follows:
8 § Procurations
Granting of procurations shall be decided by the Board of Directors. Holders of procuration represent the Company each separately together with a person having right to represent the Company.
c) Section 11 of the Articles of Association regarding notice of General Meeting of Shareholders be amended to read as follows:
11 § Notice of General Meeting of Shareholders
The notice of a General Meeting of Shareholders shall be published on Company's website no earlier than two (2) months and no later than three (3) weeks prior to the General Meeting of Shareholders, however, at least nine (9) days prior to the record date of the General Meeting of Shareholders. In addition, the Company may, if so decided by the Board of Directors, within the same time publish the time and place of the General Meeting of Shareholders as well as the address of the Company's website in a newspaper.
d) Section 14 of the Articles of Association regarding redemption obligation be deleted in its entirety.
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 non-restricted equity. The Company’s own shares will be repurchased otherwise than in proportion to the existing shareholdings of the Company’s shareholders through trading on regulated market organized by 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 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 valid for 18 months.
Authorising the Board of Directors to decide on the share issue and the issuance of special rights entitling to shares
The Annual General Meeting authorised the Board of Directors to decide, in one or more instalments, on issuance of new shares or shares possibly held by the Company through share issue and/or issuance of option rights or other special rights entitling to shares, referred to in Chapter 10, Section 1 of the Finnish Companies Act, so that by virtue of the authorisation altogether 500,000 shares may be issued and/or conveyed at the maximum.
The authorisation be used for the financing or execution of potential acquisitions or other arrangements or investments relating to the Company’s business, for the implementation of the Company’s incentive scheme or for other purposes subject to the Board of Directors’ decision.
The authorisation entitles the Board of Directors to decide on all terms and conditions of the share issue and the issuance of special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act. The authorisation thus includes the right to issue shares also in a proportion other than that of the shareholders’ current shareholdings in the Company under the conditions provided in law, the right to issue shares against payment or without charge as well as the right to decide on a share issue without payment to the Company itself, subject to the provisions of the Finnish Companies Act on the maximum amount of treasury shares.
The authorisation will be valid for 18 months.