Lassila & Tikanoja plc
Stock exchange release
2 February 2012 8.00 am
Notice is given to the shareholders of Lassila & Tikanoja plc of the Annual General Meeting to be held on Thursday 15 March 2012 at 4 pm in the Helsinki room of the Finlandia Hall, Mannerheimintie 13 e, Helsinki. The reception of persons who have registered for the meeting and the distribution of the voting tickets will commence at 3 pm.
A. Matters on the agenda of the Annual General Meeting
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the financial statements and consolidated financial statements, the report of the Board of Directors and the Auditor’s report for the year 2011
Review by the President and CEO
7. Adoption of the financial statements and consolidated financial statements
8. Resolution on the use of the profit shown on the balance sheet and the capital repayment
The Board of Directors proposes to the Annual General Meeting that the profit for 2011 be placed in retained earnings and that no dividend be paid.
The Board of Directors proposes to the Annual General Meeting that, based on the balance sheet to be adopted for 2011, a capital repayment of EUR 0.55 per share be made. Capital is repaid from the reserve for invested unrestricted equity. Capital is repaid to shareholders included in the company shareholder register maintained by Euroclear Finland Oy on the record date, 20 March 2012. The Board proposes to the Annual General Meeting that the capital repayment be made on 27 March 2012.
9. Resolution on the discharge of the members of the Board of Directors and the President and CEO’s from liability
10. Resolution on the remuneration of the members of the Board of Directors
Shareholders representing more than 35 % of all shares and votes of Lassila & Tikanoja plc have announced their intention to propose to the Annual General Meeting that the annual fees be kept unchanged and that the following fees be paid:
- Chairman EUR 46,250
- Vice Chairman EUR 30,500 and
- members EUR 25,750.
A proposal is made to pay out fees as follows: 40% of the annual fee 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 are proposed: Chairman EUR 1,000, Vice Chairman EUR 700 and members EUR 500 per meeting. The meeting fees would 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.
11. Resolution on the number of members of the Board of Directors
The shareholders mentioned above have announced to the Company that they will propose to the Annual General Meeting that the number of Board members be confirmed as five (5).
12. Election of members of the Board of Directors
The shareholders mentioned above have announced to the Company that they will propose to the Annual General Meeting that the present Board members Heikki Bergholm, Eero Hautaniemi, Hille Korhonen, Sakari Lassila and Miikka Maijala be re-elected to the Board for the term until the close of the next AGM.
13. Resolution on the number of the auditors
The Board's Audit Committee proposes to the Annual General Meeting that one ordinary auditor be elected for the company, which should be a firm of authorised public accountants, and that no deputy auditor be elected.
14. Resolution on the remuneration of the auditor
The shareholders mentioned above have announced that they will propose to the Annual General Meeting that the Auditor to be chosen be remunerated in accordance with an invoice presented.
15. Election of Auditor
The Board's Audit Committee proposes to the Annual General Meeting that KPMG Oy Ab Authorised Public Accountants be elected the company's auditor. KPMG Oy Ab has announced that it will name Lasse Holopainen, Authorised Public Accountant, as its principal auditor.
16. Authorising the Board of Directors to decide on the repurchase of the Company’s own shares
The Board of Directors of Lassila & Tikanoja plc will propose to the Annual General Meeting that the Board of Directors be authorised to repurchase Company shares under the following terms and conditions:
The Board of Directors shall be 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.
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.
17. Closing of the meeting
B. Documents of the Annual General Meeting
The proposal of the Board of Directors relating to the agenda of the Annual General Meeting as well as this notice are available on Lassila & Tikanoja’s company website at www.lassila-tikanoja.com. The annual report of Lassila & Tikanoja plc, including the Company’s financial statements, the report of the Board of Directors and the Auditor’s report, is available on the above-mentioned website no later than 23 February 2012. The proposal of the Board of Directors and the annual report including financial statements are also available at the meeting. The minutes of the meeting will be available on the above-mentioned website as from 29 March 2012.
C. Instructions for the participants in the Annual General Meeting
1. The right to participate and registration
Each shareholder, who is registered on 5 March 2012 in the Company’s shareholder register held by Euroclear Finland Ltd, has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the Company’s shareholder register.
A shareholder, who wants to participate in the Annual General Meeting, shall register for the meeting no later than 12 March 2012 at 4 pm by giving a prior notice of participation. Such notice can be given:
a) via the company website www.lassila-tikanoja.com
b) by e-mail firstname.lastname@example.org
c) by telephone on weekdays during 8.00 am – 4.00 pm +358 10 636 2882 / Taru Enrot
d) by telefax +358 10 636 2899 or
e) by regular mail to Lassila & Tikanoja plc, Taru Enrot, P.O. Box 28, 00441 Helsinki.
In connection with the registration, a shareholder shall notify his/her name, personal identification number/company identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Lassila & Tikanoja plc is used only in connection with the Annual General Meeting and with the processing of related registrations.
2. Holders of nominee registered shares
Holders of nominee registered shares are entitled to participate in the Annual General Meeting if they, based on their shareholding, have the right to be entered in the shareholder register on the Annual General Meeting record date, 5 March 2012. Such shareholders, who want to participate in the Annual General Meeting, shall be temporarily entered into the Company’s shareholder register on 12 March 2012 at 10 am at the latest. The temporary registration in the Company's shareholder register concerning nominee registered shareholders is considered registration for the Annual General Meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the Company’s shareholder register, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. The account operator of the custodian bank may notify the holder of a nominee registered share to be temporarily entered in the company's shareholder register not later than the date mentioned above.
3. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the meeting. When a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.
Any proxy documents should be delivered in originals to Lassila & Tikanoja plc, Taru Enrot, P.O. Box 28, FI-00441 Helsinki, Finland before the last date for registration.
4. Other information
Pursuant to chapter 5, section 25 of the Finnish Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the meeting.
On the date of this notice of the Annual General Meeting 1 February 2012, the total number of shares and votes in Lassila & Tikanoja plc is 38,798,874.
Helsinki, 1 February 2012
LASSILA & TIKANOJA PLC
Board of Directors
President and CEO
For additional information, please contact Pekka Ojanpää, President and CEO, tel. +358 10 636 2810.
Lassila & Tikanoja specialises in environmental management and property and plant support services. L&T is a significant supplier of wood-based biofuels, recovered fuels and recycled raw materials. With operations in Finland, Sweden, Latvia and Russia, L&T employs 9,500 persons. Net sales in 2011 amounted to EUR 652 million. L&T is listed on NASDAQ OMX Helsinki.
NASDAQ OMX Helsinki