SUMMONS TO ANNUAL GENERAL MEETING OF LÄNNEN TEHTAAT PLC
LÄNNEN TEHTAAT PLC STOCK EXCHANGE ANNOUNCEMENT March 12, 2005
SUMMONS TO ANNUAL GENERAL MEETING OF LÄNNEN TEHTAAT PLC
Company shareholders are hereby invited to the Annual General Meeting, which will
be held on Thursday, March 31, 2005, starting 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 Directors proposal that the Board be authorized to decide to
raise the share capital in one or more new share issues and/or to issue a
convertible bond in one or more instalments. In a new share issue and/or an
issue through a convertible bond, the share capital can be raised by a
maximum of EUR 1,263,514 or by a smaller amount in such a way that a maximum
of 631,757 shares with a nominal value of EUR 2.00 are offered for
subscription. The authorization also covers the right in targeted issues to
diverge from the shareholders' pre-emptive subscription right, and to decide
on the subscription prices and terms, and other terms and aspects related to
a new share issue. The authorization is valid for one year, starting from
the date of the AGM decision.
3. A Board of Directors proposal that the Board be authorized to decide to
surrender the company's own shares, diverging from the shareholders' pre-
emptive subscription right. The authorization concerns the 65,000 company
shares acquired using the authorization granted by the AGM on April 5, 2001.
The Board is authorized to decide to whom and in what order the company's
own shares are surrendered. The shares can be surrendered in one or more
tranches, as decided by the Board, in connection with corporate acquisitions
or other corporate arrangements or for some other similar purpose that the
Board may consider suitable. Surrender of the shares can also be carried out
via public trading on Helsinki Stock Exchange. The share price is the
current value at the time of surrender, determined in public trading on
Helsinki Stock Exchange. The shares may also be surrendered against other
than monetary consideration. The Board may not make a decision on divergence
from pre-emptive subscription rights that benefits members of the inner
circle of the company. The authorization is valid for one year, starting
from the date of the AGM decision.
4. A Board of Directors proposal to amendment the sections 2, 5 6, 7, 10 and
11 of the Articles of Association as follows:
Existing section 2
Sphere of operations
The Company engages in commercial activities concerning food, animal feed,
the metal industry 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.
Amended section 2
Sphere of operations
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.
Existing section 5
Board of Directors
By a decision of the Administrative Council, the Board of Directors shall
comprise at least four and at most seven members, one of whom shall be the
Company's President. Persons who have attained the age of 65 are ineligible
for election to the Board of Directors.
The term of a member of the Board of Directors ends at the close of the
Administrative Council meeting following the first Annual General Meeting
immediately after the election.
The Board of Directors is quorate when the chairman or deputy chairman and
at least half the other Board members are present.
Amended section 5
Board of Directors
By a decision of the Supervisory Board, the Board of Directors shall
comprise at least five and at most seven members. Persons who have attained
the age of 65 are ineligible for election to the Board of Directors.
The term of a member of the Board of Directors ends at the close of the
Supervisory Board meeting following the first Annual General Meeting
immediately after the election.
The Board of Directors is quorate when the chairman or deputy chairman and
at least half of the other Board members are present.
Existing section 6
President
The Company has a President elected by the Administrative Council.
The Company may have one or more Vice-Presidents appointed by the Board of
Directors.
Amended section 6
President
The Company has a President elected by the Board of Directors.
The Company may have one or more Vice-Presidents appointed by the Board of
Directors.
Existing section 7
Authorization to sign for the Company
The Company is signed for by the members of the Board of Directors, two
together, or a holder of procuration authorized by the Board of Directors
together with a member of the Board of Directors or another holder of
procuration.
Amended section 7
Authorization to sign for the Company
The Company is signed for by the members of the Board of Directors, two
together, and the President or a holder of procuration authorized by the
Board of Directors together with a member of the Board of Directors or
another holder of procuration.
Existing section 9
Administrative Council
The Administrative Council shall supervise the management of the Company
exercised by the Board of Directors and the President.
In addition, the Administrative Council shall:
1. decide 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 a chairman and deputy chairman from among the members of the Board,
3. elect the President and decide his/her salary and other benefits
4. decide on any substantial changes in the Company's business
5. issue an opinion on the financial statements and auditors' report
6. convene shareholders' meetings and prepare the issues to be dealt with at
them.
Amended section 9
Supervisory Board
The Supervisory Board shall supervise the management of the Company
exercised by the Board of Directors and the President.
In addition, the Supervisory Board shall:
1. decide 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 a chairman and deputy chairman from among the members of the Board,
3. issue an opinion on the financial statements and auditors' report
Existing section 10
Summons to a shareholders' meeting
The summons to a shareholders' meeting shall be published in at least two
national newspapers determined by the Administrative Council, 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.
In order to attend the meeting, shareholders shall register with the Company
at the latest on the date specified in the Administrative Council summons,
at the earliest ten days before the meeting.
Amended section 10
Summons to a shareholders' meeting
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.
In order to attend the meeting, shareholders shall register with the Company
at the latest on the date specified in the Board of Directors summons, at
the earliest ten days before the meeting.
Existing section 11
Shareholders' meeting
The Annual General Meeting shall be held annually at the latest by the end
of May on a date determined by the Administrative Council.
At the Annual General Meeting the following shall be
presented
1. the financial statements,
2. the auditors' report,
3. the Administrative Council's opinion on the financial statements and the
auditors' report;
decided
4. approval of the Company income statement and balance sheet and the
consolidated income statement and balance sheet,
5. measures called for by the profit or loss reported in the approved
balance sheet or consolidated balance sheet,
6. granting discharge of liability to the members of the Board of Directors
and Administrative Council and to the President,
7. the number of Administrative Council members and their remuneration
8. the number of auditors and their remuneration
elected
9. the members of the Administrative Council,
10. the auditors,
dealt with
11. any other matters mentioned in the summons to the meeting.
Individual shareholders are not entitled to exercise voting powers
representing more than one tenth of the votes at the meeting.
Amended section 11
Shareholders' meeting
The Annual General Meeting of shareholders shall be held annually at the
latest by the end of May on a date determined by the Board of Directors.
At the Annual General Meeting the following shall be
presented
1. the financial statements,
2. the auditors' report,
3. the Supervisory Board's statement on the financial statements and the
auditors' report;
decided
4. approval of the Company income statement and balance sheet and the
consolidated income statement and balance sheet,
5. measures called for by the profit or loss reported in the approved
balance sheet or consolidated balance sheet,
6. granting discharge of liability to the members of the Board of Directors
and Supervisory Board and to the President,
7. the number of the members of the Supervisory Board and their
remuneration,
8. the number of auditors and their remuneration,
elected
9. the members of the Supervisory Board,
10. the auditors,
dealt with
11. any other matters mentioned in the summons to the meeting.
Individual shareholders are not entitled to exercise voting powers
representing more than one tenth of the votes at the meeting.
Distribution of dividend
The Board of Directors proposes to the Annual General Meeting that a dividend of
EUR 0.65 per share be paid for the financial year 2004. Dividend will be paid to
shareholders whose shares are registered by the Finnish Central Securities
Depository Ltd, not later than the record date, April 5, 2005. The dividend will
be paid on April 12, 2005.
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 March
21, 2005 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 March 29, 2005 before 4:00 p.m. local time
either by writing to Lännen Tehtaat plc, P.O.Box. 100, 27801 Säkylä, or by
telefax +358 10 402 4022 or by phoning +358 10 402 4002/Arja Antikainen or by e-
mail arja.antikainen@lannen.fi. If notice is given by letter, this should arrive
before the above mentioned time. Possible proxies should be forwarded to the same
place within the same time.
Documents
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, March 8, 2005
LÄNNEN TEHTAAT PLC
Supervisory Board
Distribution:
Helsinki Stock Exchange
www.lannen.fi
