Lemminkäinen - Notice to general meeting

Notice to the Annual General Meeting

LEMMINKÄINEN CORPORATION  STOCK EXCHANGE RELEASE  28 FEBRUARY 2014 AT 9:00 A.M.



NOTICE TO THE ANNUAL GENERAL MEETING

Notice is given to the shareholders of Lemminkäinen Corporation to the Annual
General Meeting which will be held on Wednesday, 9 April 2014 at 3 p.m. at
Finlandia Hall, Helsinki-hall, Mannerheimintie 13, Helsinki, Finland (entrances
K3 and M3). 

The reception of persons who have registered for the meeting and the
distribution of voting tickets will commence and coffee will be served at 2
p.m. 

A. Matters to be considered at the General Meeting

The following matters will be considered at the General Meeting:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of the persons to scrutinize the minutes and to supervise the
counting of votes 

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the financial statements, consolidated financial statements,
report of the Board of Directors and the auditor's report for the year 2013 

Review by the President & CEO

7. Adoption of the financial statements and consolidated financial statements

8. Use of the profit shown on the balance sheet and resolution on the dividend
distribution 

The Board of Directors proposes to the General Meeting that no dividend be paid
for the financial year ended on 31 December 2013. 

9. Resolution on the discharge of the members of the Board of Directors and the
President & CEO from liability 

10. Resolution on the remuneration of the members of the Board of Directors

The Board of Directors' Nomination Committee proposes to the General Meeting
that the following remuneration be awarded to the members of the Board of
Directors: EUR 10,000 per month for the Chairman and EUR 3,000 per month for
each member, as well as an additional fee of EUR 500 for each meeting attended.
In addition, the Nomination Committee proposes that the Chairman of the Audit
Committee shall be paid an attendance fee of EUR 1,000 and the members of the
Audit Committee shall be paid an attendance fee of EUR 500 for each Audit
Committee meeting. Members residing abroad are proposed to be paid the
attendance fee increased by EUR 1,000. In addition to the above, it is proposed
that travel expenses are reimbursed as invoiced. 

11. Resolution on the number of members of the Board of Directors

The Nomination Committee of the Board of Directors proposes to the General
Meeting that the number of members of the Board of Directors be six. 

12. Election of the members of the Board of Directors

The Board of Directors' Nomination Committee proposes to the General Meeting
that the current members of the Board of Directors, Berndt Brunow, Noora
Forstén, Finn Johnsson, Juhani Mäkinen, Kristina Pentti-von Walzel and Heikki
Räty, be re-elected to serve for the next term. 

Information on the persons proposed for Board membership is available on the
company's website at www.lemminkainen.com. 

13. Resolution on the remuneration of the auditor

In accordance with the recommendation of the Audit Committee, the Board of
Directors proposes to the General Meeting that the auditor's fees be paid as
invoiced. 

14. Election of the auditor

In accordance with the recommendation of the Audit Committee, the Board of
Directors proposes to the General Meeting that the Authorised Public Accounting
firm PricewaterhouseCoopers LLC be elected as the company's auditor. 

15. Authorisation of the Board of Directors to resolve on the repurchase of the
company's own shares 

The Board of Directors proposes to the General Meeting that the General Meeting
authorise the Board of Directors to resolve on the repurchase of the company's
own shares, in one or several instalments, using the unrestricted shareholders'
equity of the company. The authorisation is proposed to cover a maximum of
1,000,000 own shares, however taking into account the provisions of the Finnish
Limited Liability Companies Act on the maximum amount of own shares in the
possession of the company or its subsidiaries. 

The Board of Directors may resolve to repurchase shares in another proportion
than that of current shareholders. The shares shall be purchased in public
trading at the prevailing market price. The purchases shall be carried out on
NASDAQ OMX Helsinki Ltd. in accordance with its rules and regulations. 

The authorisation also includes the right of the Board of Directors to resolve
on all other terms and conditions of the repurchase of the shares. The
authorisation is proposed to remain effective for a period of 18 months from
the resolution of the General Meeting. The previous authorisation granted to
the Board of Directors regarding repurchase of own shares shall expire
simultaneously. 

16. Authorisation of the Board of Directors to resolve on a share issue and an
issue of special rights 

The Board of Directors proposes to the Annual General Meeting that the General
Meeting authorise the Board of Directors to resolve on a share issue and/or an
issue of special rights entitling to shares referred to in Chapter 10, Section
1 of the Finnish Limited Liability Companies Act in one or several instalments,
either against payment or without payment. The number of shares to be issued,
including the shares to be received based on special rights, shall not exceed
3,900,000 shares. The proposed maximum number corresponds to approximately 20
per cent of all the current shares of the company. The Board of Directors may
resolve to issue either new shares or own shares possibly held by the company. 

The authorisation entitles the Board of Directors to resolve on all terms and
conditions of the share issue and the issue of special rights entitling to
shares, including the right to derogate from the pre-emptive right of the
shareholders. The authorisation may be used for the financing or execution of
any acquisitions or other business arrangements, to strengthen the balance
sheet and financial position of the company or for other purposes as determined
by the Board of Directors. The authorisation is proposed to remain effective
for period of 18 months from the resolution of General Meeting. The previous
authorisation regarding a share issue and an issue of special rights shall
expire simultaneously. 

17. Closing of the meeting

B. Documents of the General Meeting

The proposals for resolutions on the matters on the agenda of the General
Meeting as well as this notice are available on Lemminkäinen Corporation's
website at www.lemminkainen.com. The annual report, which includes the
company's financial statements, the report of the Board of Directors and the
auditor's report, is available on the above-mentioned website no later than 19
March 2014. The proposals for resolutions and the other above-mentioned
documents are also available at the General Meeting. Copies of these documents
and this notice will be sent to shareholders upon request. The minutes of the
General Meeting will be available on the above-mentioned website as from 23
April 2014. 

C. Instructions for the participants in the General Meeting

1. Right to participate and registration of the shareholders registered in the
shareholders' register 

Each shareholder who is on 28 March 2014 registered in the shareholders'
register of the company held by Euroclear Finland Ltd. has the right to
participate in the General Meeting. A shareholder whose shares are registered
on his/her personal Finnish book-entry account is registered in the
shareholders' register of the company. 

A shareholder who is registered in the shareholders' register of the company
and who wants to participate in the General Meeting shall register for the
meeting no later than on Friday 4 April 2014 at 4.00 p.m. by giving a prior
notice of participation, which shall be received by the company no later than
on the above mentioned date. Such notice can be given: 

a) at the company website www.lemminkainen.com;

b) by telephone +358 2071 53378; or

c) by regular mail to Lemminkäinen Corporation, Pirjo Favorin, P.O. Box 169,
00181 Helsinki. 

In connection with the registration, a shareholder shall notify his/her name,
personal identification number, address, telephone number and the name of a
possible assistant or proxy representative and the personal identification
number of the proxy representative. The personal data given to Lemminkäinen
Corporation is used only in connection with the General Meeting and with the
processing of related registrations. 

The shareholder, his/her authorised representative or proxy representative
shall, where necessary, be able to prove his/her identity and/or right of
representation. 

2. Holder of nominee registered shares

A holder of nominee registered shares has the right to participate in the
General Meeting by virtue of such shares based on which he/she on the record
date of the General Meeting, i.e. on 28 March 2014, would be entitled to be
registered in the shareholders' register of the company held by Euroclear
Finland Ltd. The right to participate in the General Meeting requires, in
addition, that the shareholder on the basis of such shares has been temporary
registered into the shareholders' register held by Euroclear Finland Ltd. at
the latest on 4 April 2014 at 10.00 a.m. As regards nominee registered shares,
this constitutes due registration for the General Meeting. 

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the temporary registration in the
shareholders' register of the company, the issuing of proxy documents and
registration for the General Meeting from his/her custodian bank. The account
management organisation of the custodian bank has to temporary register a
holder of nominee registered shares who wants to participate in the General
Meeting, into the shareholders' register of the company at the latest by the
time stated above. 

Further information on these matters can also be found on the company's website
www.lemminkainen.com. 

3. Proxy representative and powers of attorney

A shareholder may participate in the General Meeting and exercise his/her
rights at the meeting by way of proxy representation. A proxy representative
shall produce a dated proxy document or otherwise in a reliable manner
demonstrate his/her right to represent the shareholder at the General Meeting.
When a shareholder participates in the General Meeting by means of several
proxy representatives representing the shareholder with shares in different
securities accounts, the shares by which each proxy representative represents
the shareholder shall be identified in connection with the registration for the
General Meeting. 

Possible proxy documents should be delivered in originals to Lemminkäinen
Corporation, Pirjo Favorin, P.O. Box 169, 00181 Helsinki, Finland before the
expiration of the registration period. 

4. Other information

Pursuant to chapter 5, section 25 of the Finnish Limited Liability Companies
Act, a shareholder who is present at the General Meeting has the right to
request information with respect to the matters to be considered at the
meeting. 

On the date of this notice to the Annual General Meeting the total number of
shares in Lemminkäinen Corporation and votes represented by such shares is
19,650,176 shares and votes. 



Helsinki, 27 February 2014

LEMMINKÄINEN CORPORATION

Board of Directors



LEMMINKÄINEN CORPORATION
Corporate Communications


ADDITIONAL INFORMATION:
Johan Nybergh, Senior Vice President, Legal Affairs
Tel. +358 2071 54811
johan.nybergh@lemminkainen.com


DISTRIBUTION:
NASDAQ OMX Helsinki
key media
www.lemminkainen.com

Together with our customers we create conditions that make living, working and
travelling functional, safe and healthy. We operate in northern Europe and
employ about 7,800 experts. In 2013, our net sales were about EUR 2.2 billion.
Lemminkäinen Corporation's share is quoted on NASDAQ OMX Nordic Exchange
Helsinki. www.lemminkainen.com