DECISIONS BY THE ANNUAL GENERAL MEETING OF LÄNNEN TEHTAAT PLC, 30 MARCH 2010
LÄNNEN TEHTAAT PLC STOCK EXCHANGE RELEASE 30 March 2010 at 18:15 p.m.
DECISIONS BY THE ANNUAL GENERAL MEETING OF LÄNNEN TEHTAAT PLC, 30 MARCH 2010 The Annual General Meeting on 30 March 2010 approved the parent company's and consolidated financial statements for the financial year 1 January - 31 December 2009, 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 0.76 per share in accordance with a Board proposal. The Board of Directors' proposals were approved without changes. The AGM approved Esko Eela's proposals for amending the Articles of Association. Scanfil plc withdrew its proposals for amending the Articles of Association. DIVIDEND The Annual General Meeting decided to distribute as dividend EUR 0.76 per share on the financial year 2009. The dividend will be paid on 13 April 2010 to shareholders registered on the company´s register of shareholders kept by Euroclear Finland Ltd on the record date 6 April 2010. 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 section 9, subsection 2, paragraph 3 of the company's Articles of Association, in regard to the the duties of the Supervisory Board, be amended as follows: New section 9, subsection 2, paragraph 3 of the Articles of Association: In addition, the Supervisory Board shall: 3. issue an opinion on the financial statements, auditors' report and Board of Directors' report. The Annual General Meeting approved Esko Eela's proposals for amending the Articles of Association concerning the tasks of the Supervisory Board and the two members of the Supervisory Board's Nomination Committee to be elected by the Annual General Meeting. New section 9, subsection 2, paragraphs 1 and 2 of the Articles of Association: In addition, the Supervisory Board shall: 1. decide, in accordance with the proposals of the Nomination Committee, on the number of members of the Board of Directors, elect the members of the Board and fix the fees and other remunerations payable to the members of the Board, 2. elect, in accordance with the proposals of the Nomination Committee, a chairman and a deputy chairman from among the members of the Board, New section 11, subsection 2, paragraphs 9 - 12 of the Articles of Association: At the Annual General Meeting, the following shall be elected 9. the members of the Supervisory Board, 10. two members of the Supervisory Board's Nomination Committee preparing the selection of members to the Board of Directors, with the Committee also including the Supervisory Board's chairman and deputy chairman and the chairman of the Board of Directors, 11. the auditors, dealt with 12. any other matters mentioned in the invitation to the meeting. AUTHORISATION FOR SHARE ISSUE The Annual General Meeting authorised the Board of Directors to decide on issuing new shares and on the transfer of Lännen Tehtaat shares held by the company (share issue). The authorisation covers a maximum total of 761,757 shares, and the maximum number of new shares is 631,757, and the number of Lännen Tehtaat shares held by the company 130,000. The subscription price for each new share shall be at least the share's nominal value, or EUR 2. The transfer price for Lännen Tehtaat shares held by the company shall be at least the market value of the share at the time of transfer, which is determined by the price quoted in public trading on NASDAX OMX Helsinki Ltd. The Board of Directors will also have the right to issue shares against consideration other than cash. In the case of share-based incentive systems, shares could also be issued without consideration. The authorisation includes the right -to deviate from the shareholders' pre-emptive subscription right (targeted issue) if the company has an important 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 decide on the subscription price of the shares and other conditions and matters related to the share issue. The authorisation is valid until the next AGM. The authorisation revoked the earlier authorisation to issue shares, given on 2 April 2009. ELECTION OF THE MEMBERS OF THE SUPERVISORY BOARD, THE MEMBERS OF THE SUPERVISORY BOARD'S NOMINATION COMMITTEE AND THE AUDITORS The AGM confirmed that the Supervisory Board will have 20 members elected by the AGM. Heikki Aaltonen, Jussi Hantula, Börje Helenelund, Risto Korpela, Mikko Kurittu, Samu Pere and Esa Ruohola were re-elected to the Supervisory Board. Timo Miettinen and Antti Rauhamaa were elected as the members of the Supervisory Board's Nomination Committee. Hannu Pellinen, APA, and PricewaterCoopers Oy Authorised 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 and the members of the Supervisory Board´s Nomination Committee is EUR 250. In addition, compensation for travelling expenses are paid in accordance with the general travel rules of Lännen Tehtaat. The auditors' fees are paid according to an invoice approved by the company. The minutes of the Annual General Meeting will be available on the company's website, www.lannen.fi, as of 13 April 2010. LÄNNEN TEHTAAT PLC Matti Karppinen CEO More details: Matti Karppinen, CEO, tel. +358 10 402 4001 Distribution: NASDAQ OMX Helsinki Ltd Main media www.lannen.fi