Invitation to the Annual General Meeting of Lännen Tehtaat plc

Report this content
Lännen Tehtaat plc       Stock exchange announcement   11 March 2008 

Invitation to the Annual General Meeting of Lännen Tehtaat plc                  

Company shareholders are hereby invited to the Annual General Meeting, which    
will be held on Wednesday 2 April 2008, at 2:00 p.m. in the Lännen Tehtaat staff
restaurant in Iso-Vimma, Säkylä.                                                

The AGM will deal with the following:                                           

1)  Items to be dealt with by the AGM under section 11 of the Articles of 
Association.                                                                    

2)  A Board of Director's proposal that the Board be authorized to decide on
the 
acquisition of 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.                                      

3)  A Board of Director's proposal that the Board be authorized 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. 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 to acquire Lännen Tehtaat shares  
to be proposed to the AGM on 2 April 2008. 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.                                                                      

4)  The Board of Directors proposes to the AGM that section 5 paragraph 1 of
the 
company's articles of association, concerning the number of members on the Board
of Directors and the maximum age at which a person may be elected to the Board, 
and section 8 paragraph 1, concerning the number of members on the Supervisory  
Board and the maximum age at which a person may be elected to the Supervisory   
Board, be amended as follows:                                                   

Present 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 65 or above may not
be elected to the Board of Directors.                                           

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.                                           

Present 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 65 or above may not be       
elected to the Supervisory Board.                                               

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.                                               

Distribution of dividend                                                        
The Board of Directors proposes to the Annual General Meeting that a dividend of
EUR 0.85 per share be paid for the financial year 2007. The dividend will be    
paid to shareholders whose shares are registered by the Finnish Central         
Securities Depository Ltd, not later than the record date, 7 April 2008. The    
dividend will be paid on 15 April 2008.                                         

Right to attend the Annual General Meeting                                      
A shareholder whose shares have been registered in the register of shareholders 
maintained by the Finnish Central Securities Depository Ltd not later than 20   
March 2008 has the right to attend the Annual General Meeting.                  

A shareholder who was entered in the company's share register prior to 20 May   
1995 also has the right to attend the Annual General Meeting. In these          
circumstances, the shareholder must at the Annual General Meeting present his   
share certificates or some other evidence that the right of ownership to the    
shares has not been entered into a book-entry account.                          

Notification of intended participation at the Annual General Meeting must be    
given to the company not later than 31 March 2008 before 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 phoning +358 10 402 4121/Aila Koivuniemi or by   
e-mail aila.koivuniemi@lannen.fi. If notice is given by letter, this should     
arrive before the above mentioned time. Possible proxies should be forwarded to 
the company before the end of the notification period.                          

The financial statement documents and other documents required under the        
Companies Act can be inspected during the week before the shareholders' meeting 
at the company's head office, Lännen Tehtaat plc, Maakunnantie 4, 27820 Säkylä. 
Copies of documents will be sent to shareholders on request.                    

Säkylä, 20 February 2008                                                        

LÄNNEN TEHTAAT PLC                                                              
Board of Directors                                                              

Distribution:                                                                   
OMX Nordic Exchange Helsinki                                                    
www.lannen.fi

Subscribe