Invitation to the Annual General Meeting of Lännen Tehtaat plc
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