Invitation to the Annual General Meeting of Lännen Tehtaat plc
Lännen Tehtaat plc Stock exchange release 11 March 2009
Invitation to the Annual General Meeting of Lännen Tehtaat plc The shareholders of Lännen Tehtaat plc are hereby invited to the Annual General Meeting, which will be held on Thursday 2 April 2009, at 2;00 p.m. in the Lännen Tehtaat staff restaurant Myllynkivi in Iso-Vimma, Säkylä. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 12;00. A. The following issues will be handled in the meeting: 1. Opening of the meeting 2. Election of chairman of the meeting 3. Election of secretary of the meeting 4. Recording the legality of the meeting 5. Election of persons to scrutinize the minutes and to count the votes 6. Approving the agenda and addressing the meeting 7. Recording the attendance at the meeting and adopting the list of votes 8. Presentation of the financial statements 2008 9. Presentation of the auditor's report 10. Presentation of the statement given by the Supervisory Board 11. Adoption of the financial statements and consolidated financial statements 12. Distribution of the profits shown on the balance sheet and resolution on the payment of dividend The Board of Directors proposes that a dividend of EUR 0.85 per share be paid for the financial year 2008 on the basis of the adopted balance sheet. The dividend will be paid to shareholders registered in the company´s register of shareholders kept by Euroclear Finland Ltd (former Finnish Securities Depository Ltd) on 7 April 2009, which is the record date for the dividend payment. The Board of Directors proposes to the Annual General Meeting that the dividend payment date be 17 April 2009. 13. Resolution on discharging the members of the Supervisory Board and the Board of Directors, and the CEO from liability 14. Resolution on the number and remuneration of members of the Supervisory Board 15. Election of the members of the Supervisory Board 16. Resolution on the number and remuneration of the Auditors The Board of Directors proposes that the number of the auditors be two (2). The Board of Directors proposes that the auditors' fee be paid according to invoice approved by the company. 17. Election of Auditors The Board of Directors proposes that the auditors Hannu Pellinen, APA and PricewaterhouseCoopers Oy, Authorized Public Accountants with Tomi Moisio, APA, CPFA , as the auditor with principal responsibility, be re-elected as auditors to the close of the Annual General Meeting. 18. Resolution on amending the articles of association The Board of Directors proposes that the articles of association be amended as follows; a. section 2 concerning the sphere of operation be amended so that animal feed and seedling technology be deleted b. section 10 paragraph 1, concerning the summons to a shareholders' meeting, be amended so that 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. 19. Authorization of the Board of Directors to decide on the acquisition of the company´s own shares Board of Directors' proposes that the Board be authorized to decide on the acquisition of a maximum total of 185,878 Lännen Tehtaat´s shares for the company using untied equity. Shares may be acquired for the purpose of developing the company's capital structure, for use in the financing or implementing corporate acquisitions or other arrangements, for implementing share-based incentive systems, or otherwise to be assigned further or to be annulled. The authorization covers acquisition of shares in public trade in NASDAQ OMX Helsinki Ltd and also outside of the public trade. The compensation paid for the acquired shares shall be based on the market value. The authorization entitles the Board of Directors to decide on acquisition otherwise than in proportion to the holdings of the shareholders (targeted acquisition) as provided in the law. The authorization would be valid until the next AGM. 20. Authorization of 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) Board of Directors' proposes that the Board be authorized to decide on share issues by issuing of new shares or by transferring Lännen Tehtaat shares held by the company. The authorization would cover a maximum total of 947,635 shares, and the maximum number of new shares would be 631,757, and the number of Lännen Tehtaat shares held by the company 315,878. The subscription price for each of the new shares must be at least the nominal value of EUR 2. The transfer price for Lännen Tehtaat shares held by the company must 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 shares can also be transferred against a compensation other than money. 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. The authorization would be valid until the next AGM. 21. Closing of the meeting B. Documents of the Shareholders' Meeting The proposals of the Board of Directors as well as the invitation to the meeting are available on Lännen Tehtaat's website at www.lannen.fi/en. The Annual Report of the company, including the financial statements will be available on the above-mentioned website no later than 25 March 2009. Copies of these documents will be sent to shareholders upon request and they are also available at the meeting. The minutes of the meeting will be available on the above-mentioned website as from 16 April 2009. C. Instructions for the participants in the Annual General Meeting Right to participate and registration A shareholder whose shares have been registered in the register of shareholders kept by Euroclear Finland Ltd not later than 23 March 2009 has the right to attend the Annual General Meeting. Shareholders wishing to attend the Annual General Meeting shall notify the company not later than 31 March 2009 by 4;00 p.m. local time either by writing to Lännen Tehtaat plc, P.O Box. 100, FI-27801 Säkylä, or by telefax +358 10 402 4022 or by telephone +358 10 402 4002/Arja Antikainen or by e-mail arja.antikainen@lannen.fi. If notice is given by letter, this shall arrive before the above mentioned time. Possible proxies should be forwarded to the company before the end of the notification period. Pursuant to chapter 5, section 25 of the Company's 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. Proxy representative and powers of attorney A shareholder may participate in the Annual General Meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable evidence of his/her right to represent the shareholder at the Annual General Meeting. Possible proxy documents should be delivered in originals to Lännen Tehtaat plc no later than on 31 March 2009 at 4;00 p.m. Holders of nominee registered shares Holders of nominee registered shares wishing to attend the Annual General Meeting, shall be registered in the register of the company´s shareholders on 23 March 2009 which is the record date of the meeting. A holder of nominee registered shares is advised to request necessary instructions regarding the registration in the shareholders' register of the company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. Other information On the date of this notice the total number of shares and votes in Lännen Tehtaat plc is 6,317,576. The Annual Report is published in week commnecing on 16 March 2009 in Finnish and English. A printed version of the Annual Report can be ordered by telephone +358 10 402 4002 on weekdays at 8;00-16;00 or by e-mail from arja.antikainen@lannen.fi. At the same time you can also sign up for the publication mailing list. The Annual Report is also availabe on the company web pages. Säkylä, 18 February 2009 Lännen Tehtaat plc Board of Directors Distribution: NASDAQ OMX Helsinki Ltd www.lannen.fi