DECISIONS BY THE ANNUAL GENERAL MEETING OF LÄNNEN TEHTAAT PLC
LÄNNEN TEHTAAT PLC STOCK EXCHANGE RELEASE 2 April 2008 at 4;45 p.m.
DECISIONS BY THE ANNUAL GENERAL MEETING OF LÄNNEN TEHTAAT PLC
The Annual General Meeting on 2 April, 2008 approved the financial statements
for the financial year 1 January - 31 December 2007, 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 acquire Lännen
Tehtaat shares and to issue new shares were approved without changes.
DIVIDEND
The Annual General Meeting decided to distribute as dividend EUR 0.85 per share
on the financial year 2007. The dividend will be paid on 15 April 2008 to
shareholders whose shares are registered by the Finnish Central Securities
Depository 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 maximum age at which a person may be elected to the Board of Directors and
to the Supervisory Board.
New section 5 paragraph 1:
By decision of the Supervisory Board the Board of Directors consists of no fewer
than five and no more than seven members. Persons aged 68 or above may not be
elected to the Board of Directors.
New section 8 paragraph 1:
The Supervisory Board consists of no fewer than 15 and no more than 20 members
elected by the shareholders' meeting. Persons aged 68 or above may not be
elected to the Supervisory Board.
AUTHORIZATION TO ACQUIRE LÄNNEN TEHTAAT SHARES
The Annual General Meeting authorized the Board of Directors to decide on the
acquisition of a maximum total of 250,878 Lännen Tehtaat shares for the company
using untied equity, under the following conditions:
Shares may be acquired for the purpose of developing the company's capital
structure, financing or implementing corporate acquisitions or other
arrangements, implementing share-based incentive systems, or for onward transfer
or annulment.
Shares may be acquired in one or more lots, to a maximum total of 250,878
shares. The combined number of Lännen Tehtaat shares held by the company
following this acquisition must not, however, exceed five (5) per cent of the
total number of Lännen Tehtaat shares. The Board is entitled to decide on how to
proceed in acquiring shares.
The shares will be acquired in public trading on the Helsinki stock exchange
(OMX Nordic Exchange Helsinki Oy), and the current value at the time of the
transaction will be paid for the shares. During the validity of the
authorization, the minimum price of the shares shall be the lowest price quoted
in public trading, and the maximum price correspondingly shall be the highest
price quoted in public trading. The acquisition price will be paid to the
parties selling the shares within the period of payment specified by the rules
of OMX Nordic Exchange Helsinki Oy and the Finnish Central Securities
Depository.
Because this acquisition will be performed by buying shares in public trading,
the shares will not be acquired in accordance with the holding percentages of
the shareholders.
The share acquisition will decrease the company's distributable untied equity.
The Board will decide on any other terms and conditions related to the company's
acquisition of its own shares.
The authorization is valid until the next AGM.
AUTHORIZATION FOR SHARE ISSUE
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 in one or more lots in a share issue, to a total of no more than 947,635
shares, under the following conditions:
The share issue authorization covers all the Lännen Tehtaat shares held by the
company on the date of the Board proposal (65,000 shares). The authorization
further covers all the Lännen Tehtaat shares to be acquired by the Board for the
company under the authorization, given on 2 April 2008, to acquire Lännen
Tehtaat shares. The maximum number of Lännen Tehtaat shares that may be acquired
under this authorization is 250,878.
The maximum number of new shares that can be issued is 631,757, and the maximum
number of Lännen Tehtaat shares held by the company that can be issued is
315,878.
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 Helsinki stock
exchange (OMX Nordic Exchange Helsinki Oy). 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 building 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 29 March 2007, 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
Marja-Liisa Mikola-Luoto, Juha Nevavuori, Tuomo Raininko, Helena Walldén and
Mauno Ylinen were re-elected to the Supervisroy Board. Mika Leikkonen and Esko
Suomala 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 as
per invoice.
LÄNNEN TEHTAAT PLC
Matti Karppinen
CEO
More details: Matti karppinen, tel. +358 10 402 4001
Distribution:
OMX Nordic Exchange Helsinki
Main media
www.lannen.fi