The Annual General Meeting of Lassila & Tikanoja plc, which was held 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.
The minutes of the Annual General Meeting will be available on the company website no later than 14 April 2010.
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.
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.