Lassila & Tikanoja - Notice to general meeting

Lassila & Tikanoja plc: Notice of Annual General Meeting

Helsinki, Finland, 2012-02-02 07:00 CET (GLOBE NEWSWIRE) -- Lassila & Tikanoja
plc   Stock exchange release   2 February 2012 8.00 am 

Notice is given to the shareholders of Lassila & Tikanoja plc of the Annual
General Meeting to be held on Thursday 15 March 2012 at 4 pm in the Helsinki
room of the Finlandia Hall, Mannerheimintie 13 e, Helsinki. The reception of
persons who have registered for the meeting and the distribution of the voting
tickets will commence at 3 pm. 

A. Matters on the agenda of the Annual General Meeting

1. Opening of the meeting

2. Calling the meeting to order

3. Election of 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 and consolidated financial
statements, the report of the Board of Directors and the Auditor's report for
the year 2011 

Review by the President and CEO

7. Adoption of the financial statements and consolidated financial statements

8. Resolution on the use of the profit shown on the balance sheet and the
capital repayment 

The Board of Directors proposes to the Annual General Meeting that the profit
for 2011 be placed in retained earnings and that no dividend be paid. 

The Board of Directors proposes to the Annual General Meeting that, based on
the balance sheet to be adopted for 2011, a capital repayment of EUR 0.55 per
share be made. Capital is repaid from the reserve for invested unrestricted
equity. Capital is repaid to shareholders included in the company shareholder
register maintained by Euroclear Finland Oy on the record date, 20 March 2012. 
The Board proposes to the Annual General Meeting that the capital repayment be
made on 27 March 2012. 

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

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

Shareholders representing more than 35 % of all shares and votes of Lassila &
Tikanoja plc have announced their intention to propose to the Annual General
Meeting that the annual fees be kept unchanged and that the following fees be
paid: 

-    Chairman EUR 46,250
-    Vice Chairman EUR 30,500 and
-    members EUR 25,750.

A proposal is made to pay out fees as follows: 40% of the annual fee in Lassila& Tikanoja's shares held by the company or, if this is not feasible, shares
acquired from the markets, and 60% in cash. Shares are to be issued to Board
members and, where necessary, acquired directly from the markets on behalf of
Board members within the next fourteen trading days, free from restrictions on
trading, from the Annual General Meeting. 

In addition, the following meeting fees are proposed: Chairman EUR 1,000, Vice
Chairman EUR 700 and members EUR 500 per meeting. The meeting fees would also
be paid to the Chairman and to the members of the committees established by the
Board as follows: Chairman EUR 700 and members EUR 500. 

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

The shareholders mentioned above have announced to the Company that they will
propose to the Annual General Meeting that the number of Board members be
confirmed as five (5). 

12. Election of members of the Board of Directors

The shareholders mentioned above have announced to the Company that they will
propose to the Annual General Meeting that the present Board members Heikki
Bergholm, Eero Hautaniemi, Hille Korhonen, Sakari Lassila and Miikka Maijala be
re-elected to the Board for the term until the close of the next AGM. 

13. Resolution on the number of the auditors

The Board's Audit Committee proposes to the Annual General Meeting that one
ordinary auditor be elected for the company, which should be a firm of
authorised public accountants, and that no deputy auditor be elected. 

14. Resolution on the remuneration of the auditor

The shareholders mentioned above have announced that they will propose to the
Annual General Meeting that the Auditor to be chosen be remunerated in
accordance with an invoice presented. 

15. Election of Auditor

The Board's Audit Committee proposes to the Annual General Meeting that KPMG Oy
Ab Authorised Public Accountants be elected the company's auditor. KPMG Oy Ab
has announced that it will name Lasse Holopainen, Authorised Public Accountant,
as its principal auditor. 

16. Authorising the Board of Directors to decide on the repurchase of the
Company's own shares 

The Board of Directors of Lassila & Tikanoja plc will propose to the Annual
General Meeting that the Board of Directors be authorised to repurchase Company
shares under the following terms and conditions: 

The Board of Directors shall be authorised to repurchase a maximum of 500,000
Company shares (1.3% of the total number of shares) using the Company's
non-restricted equity. 

Shares will be repurchased otherwise than in proportion to the existing
shareholdings of the Company's shareholders in public trading on the NASDAQ OMX
Helsinki Ltd (“Stock Exchange”) at the market price quoted at the time of the
repurchase. 

Shares will be acquired and paid for in accordance with the rules of the Stock
Exchange and the Euroclear Finland Ltd. 

The purpose of the share repurchase is to develop the Company's capital
structure and/or to use the shares to finance potential acquisitions or other
business arrangements, as part of the Company's share-based incentive
programme, or to finance investments. The Company may retain the repurchased
shares, or cancel or transfer them. 

The Board of Directors will decide on other terms related to the share
repurchase. 

The authorisation will be effective for 18 months.

17. Closing of the meeting

B. Documents of the Annual General Meeting

The proposal of the Board of Directors relating to the agenda of the Annual
General Meeting as well as this notice are available on Lassila & Tikanoja's
company website at www.lassila-tikanoja.com. The annual report of Lassila &
Tikanoja plc, including 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 23 February 2012. The proposal of the
Board of Directors and the annual report including financial statements are
also available at the meeting. The minutes of the meeting will be available on
the above-mentioned website as from 29 March 2012. 

C. Instructions for the participants in the Annual General Meeting

1. The right to participate and registration

Each shareholder, who is registered on 5 March 2012 in the Company's
shareholder register held by Euroclear Finland Ltd, has the right to
participate in the Annual General Meeting. A shareholder, whose shares are
registered on his/her personal Finnish book-entry account, is registered in the
Company's shareholder register. 

A shareholder, who wants to participate in the Annual General Meeting, shall
register for the meeting no later than 12 March 2012 at 4 pm by giving a prior
notice of participation. Such notice can be given: 

a) via the company website www.lassila-tikanoja.com
b) by e-mail taru.enrot@lassila-tikanoja.fi
c) by telephone on weekdays during 8.00 am - 4.00 pm +358 10 636 2882 / Taru
Enrot 
d) by telefax +358 10 636 2899 or
e) by regular mail to Lassila & Tikanoja plc, Taru Enrot, P.O. Box 28, 00441
Helsinki. 

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

2. Holders of nominee registered shares

Holders of nominee registered shares are entitled to participate in the Annual
General Meeting if they, based on their shareholding, have the right to be
entered in the shareholder register on the Annual General Meeting record date,
5 March 2012. Such shareholders, who want to participate in the Annual General
Meeting, shall be temporarily entered into the Company's shareholder register
on 12 March 2012 at 10 am at the latest. The temporary registration in the
Company's shareholder register concerning nominee registered shareholders is
considered registration for the Annual General Meeting. 

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the Company's shareholder
register, the issuing of proxy documents and registration for the Annual
General Meeting from his/her custodian bank. The account operator of the
custodian bank may notify the holder of a nominee registered share to be
temporarily entered in the company's shareholder register not later than the
date mentioned above. 

3. Proxy representative and powers of attorney

A shareholder may participate in the Annual 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 meeting.
When a shareholder participates in the General Meeting by means of several
proxy representatives representing the shareholder with shares at 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. 

Any proxy documents should be delivered in originals to Lassila & Tikanoja plc,
Taru Enrot, P.O. Box 28, FI-00441 Helsinki, Finland before the last date for
registration. 

4. Other information

Pursuant to chapter 5, section 25 of the Finnish Companies Act, a shareholder
who is present at the Annual 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 of the Annual General Meeting 1 February 2012, the
total number of shares and votes in Lassila & Tikanoja plc is 38,798,874. 

Helsinki, 1 February 2012

LASSILA & TIKANOJA PLC
Board of Directors


Pekka Ojanpää
President and CEO


For additional information, please contact Pekka Ojanpää, President and CEO,
tel. +358 10 636 2810. 


Lassila & Tikanoja specialises in environmental management and property and
plant support services. L&T is a significant supplier of wood-based biofuels,
recovered fuels and recycled raw materials. With operations in Finland, Sweden,
Latvia and Russia, L&T employs 9,500 persons. Net sales in 2011 amounted to EUR
652 million. L&T is listed on NASDAQ OMX Helsinki. 

Distribution:
NASDAQ OMX Helsinki
Major media
www.lassila-tikanoja.com