PROPOSALS OF THE BOARD OF DIRECTORS TO THE ANNUAL GENERAL MEETING OF LÄNNEN TEHTAAT PLC
LÄNNEN TEHTAAT PLC STOCK EXCHANGE RELEASE 19 February 2009 at 8;30 a.m.
PROPOSALS OF THE BOARD OF DIRECTORS TO THE ANNUAL GENERAL MEETING OF LÄNNEN
TEHTAAT PLC
I DIVIDEND
The Board of Directors proposes to the Annual General Meeting that a dividend of
EUR 0.85 per share be paid on the financial year 2008.
II ELECTION OF THE AUDITOR AND FEES
The Board of Directors' proposes that the auditor's fee be reimbursed according
to invoice approved by the company.
The Board of Directors proposes that Hannu Pellinen, APA, and PricewaterCoopers
Oy Authorized Public Accountants with Tomi Moisio, APA, CPFA as responsible
auditor, be re-elected as the auditors to the close of the following Annual
General Meeting.
III ACQUIRING LÄNNEN TEHTAAT SHARES
The Board of Directors proposes that it be given authorization by the AGM 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 185,878
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 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 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.
IV AUTHORIZATION FOR SHARE ISSUE AND FOR TRANSFER OF LÄNNEN TEHTAAT SHARES
The Board of Directors proposes that it be given authorization by the AGM 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 (130,000 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 2009. The maximum number of Lännen
Tehtaat shares that may be acquired under this authorization is 185,878.
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 transferred 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 NASDAX OMX
Helsinki Ltd. 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;
- 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 2 April 2008, and the
authorization to transfer Lännen Tehtaat shares held by the company given on the
same date.
V AMENDING THE ARTICLES OF ASSOCIATION
The Board of Directors proposes to the AGM that section 2 of the company's
articles of association, concerning the sphere of operation, and section 10
paragraph 1, concerning the summons to a shareholders' meeting, be amended as
follows:
Present section 2
The Company engages in commercial activities concerning food, animal feed and
seedling technology and other related activities in Finland and abroad either
directly or through subsidiaries or associated companies. The Company may own
and manage real estate and shares and other securities and engage in trade in
them.
New section 2
The Company engages in commercial activities concerning food and other related
activities in Finland and abroad either directly or through subsidiaries or
associated companies. The Company may own and manage real estate and shares and
other securities and engage in trade in them.
Present section 10 paragraph 1
The summons to a shareholders' meeting shall be published in at least two
national newspapers determined by the Board of Directors, at the earliest two
months and at the latest 17 days before the shareholders' meeting and one week
before the prior registration date specified in the summons.
New section 10 paragraph 1
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.
LÄNNEN TEHTAAT PLC
Board of Directors
For more information, CEO Matti Karppinen, tel. +358 10 402 4001
Distribution:
NASDAQ OMX Helsinki Ltd
Main media
www.lannen.fi