DECISIONS BY THE ANNUAL GENERAL MEETING OF LÄNNEN TEHTAAT PLC
LÄNNEN TEHTAAT PLC STOCK EXCHANGE RELEASE 2 April 2009 at 4;15 p.m.
DECISIONS BY THE ANNUAL GENERAL MEETING OF LÄNNEN TEHTAAT PLC
The Annual General Meeting on 2 April, 2009 approved the financial statements
for the financial year 1 January - 31 December 2008, discharged the members of
the Supervisory Board and the Board of Directors and the CEO from liability. The
AGM decided to distribute a dividend of EUR 0.85 per share. The Board of
Directors' proposals to amend the articles of association, to issue new shares
and to transfer Lännen Tehtaat shares held by the company were approved without
changes.
DIVIDEND
The Annual General Meeting decided to distribute as dividend EUR 0.85 per share
on the financial year 2008. The dividend will be paid on 17 April 2009 to
shareholders registered on the company´s register of shareholders kept by
Euroclear Finland Ltd on the record date 7 April 2008. No dividend will be paid
on shares held by the company.
AMENDING THE ARTICLES OF ASSOCIATION
The Annual General Meeting approved the Board of Directors' proposal concerning
the section 2 of the company's articles of association, concerning the sphere of
operation, and section 10 paragraph 1, concerning the summons to a shareholders'
meeting, be amended as follows:
New section 2:
The Company engages in commercial activities concerning food and other related
activities in Finland and abroad either directly or through subsidiaries or
associated companies. The Company may own and manage real estate and shares and
other securities and engage in trade in them.
New section 10 paragraph 1:
The summons to the shareholders' meeting shall be published on the company's web
pages and, if so decided by the Board of Directors, in at least one national
newspaper determined by the Board of Directors, at the earliest two months and
at the latest 21 days before the shareholders' meeting.
AUTHORIZATION FOR SHARE ISSUE AND FOR TRANSFER OF LÄNNEN TEHTAAT SHARES
The Annual General Meeting authorized the Board of Directors to decide on the
issuing of new shares and on the transfer of Lännen Tehtaat shares held by the
company (share issue) in one or more lots in a share issue, to a total of no
more than 761,757 shares. The share issue authorization covers all the Lännen
Tehtaat shares held by the company (130,000 shares). The maximum number of new
shares that can be issued is 631,757.
The subscription price for each of the new shares must be at least the nominal
share value of EUR 2. The transfer price for Lännen Tehtaat shares held by the
company must be at least the current value of the share at the time of transfer,
which is determined by the price quoted in public trading on the NASDAX OMX
Helsinki Ltd. However, in the case of share-based incentive systems, shares can
be issued without remuneration.
The authorization includes the right
- to deviate from the shareholders' pre-emptive subscription right (targeted
issue) if the company has a substantial financial reason to do so, such as
development of the company's capital structure, financing and implementing
corporate acquisitions or other arrangements, or implementing a share-based
incentive system;
- to offer shares not only against money payment but also against capital
consideration in kind or under other specified terms or by exercising right of
set-off;
- to decide on the subscription price of shares and other conditions of and
matters related to the share issue.
The authorization is valid until the next AGM. The authorization will revoke
the earlier authorization to issue shares, given on 2 April 2008, and the
authorization to transfer Lännen Tehtaat shares held by the company given on the
same date.
ELECTION OF THE MEMBERS OF THE SUPERVISORY BOARD AND THE AUDITORS
Matti Eskola, Pasi Jaakkola, Markku Länninki and Ilkka Markkula were re-elected
to the Supervisroy Board. Laura Hämäläinen and Timo Kaunisto were elected as new
members.
Hannu Pellinen, APA, and PricewaterCoopers Oy Authorized Public Accountants
with Tomi Moisio, APA, CPFA as responsible auditor, were elected as auditors.
The Annual General Meeting decided that the yearly fee paid to the Supervisory
Board's chairman is EUR 7,500, and to the deputy chairman EUR 5,000. The meeting
allowance paid to the members of the Supervisory Board is EUR 250. In addition,
daily allowances and compensation for travelling expenses are paid in accordance
with the general travel rules of Lännen Tehtaat. The auditors' fees are paid
according to invoice approved by the company.
LÄNNEN TEHTAAT PLC
Matti Karppinen
CEO
More details: Matti Karppinen, tel. +358 10 402 4001
Distribution:
NASDAQ OMX Helsinki Ltd
Main media
www.lannen.fi