Lassila & Tikanoja - Decisions of general meeting

Resolutions by Lassila & Tikanoja plc’s Annual General Meeting

Helsinki, Finland, 2012-03-15 16:21 CET (GLOBE NEWSWIRE) -- Lassila & Tikanoja
plc Stock exchange release 15 March 2012 5.20 pm 

The Annual General Meeting of Lassila & Tikanoja plc, which was held today on
15 March 2012, adopted the financial statements and consolidated financial
statements for the financial year 2011 and discharged the members of the Board
of Directors and the President and CEOs from liability. The Annual General
Meeting resolved on the use of the profit shown on the balance sheet and the
capital repayment, the composition and remuneration of the Board of Directors,
the election of the Auditor and on the authorisation of the Board of Directors
to repurchase the company's shares. 

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

The Annual General Meeting resolved that the profit for 2011 be placed in
retained earnings and that no dividend be paid. A capital repayment of EUR 0.55
per share, as proposed by the Board of Directors, will be paid for the
financial year 2011 on the basis of the balance sheet adopted. Capital is
repaid from the reserve for invested non-restricted equity. The capital
repayment will be paid to a shareholder registered in the Company's shareholder
register maintained by Euroclear Finland Ltd on 20 March 2012, which is the
record date for the capital repayment. The capital repayment will be paid on 27
March 2012. 

Composition and remuneration of the Board of Directors

The number of the members of the Board of Directors was confirmed five (5). The
following Board members were re-elected to the Board until the end of the
following AGM: Heikki Bergholm, Eero Hautaniemi, Hille Korhonen, Sakari Lassila
and Miikka Maijala. 

The Annual General Meeting resolved on the following annual fees: Chairman EUR
46,250, Vice Chairman EUR 30,500 and the ordinary members EUR 25,750. 

The fees shall be paid so that 40% of the annual fee is paid 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 will be paid: Chairman EUR 1,000, Vice Chairman EUR 700 and members EUR
500 per meeting. The meeting fees will 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. 

Auditor

The Annual General Meeting elected KPMG Oy Ab Authorised Public Accountants, as
Auditor of the Company until the close of the next Annual General Meeting. KPMG
Oy Ab has announced that it will name Lasse Holopainen, Authorised Public
Accountant, as its principal auditor. The meeting resolved that the fees of the
Auditor will be paid according to invoice presented. 

Authorising the Board of Directors to decide on the repurchase of the company's
own shares 

The Annual General Meeting authorised the Board of Directors to repurchase
Company shares under the following terms and conditions: 

The Board of Directors is 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.

Effect of the capital repayment on Lassila & Tikanoja plc's share option scheme

The capital repayment resolved by the Annual General Meeting reduces the
exercise price of shares subscribed for with the 2008 option rights in
accordance with the terms and conditions of the share option scheme. As of 20
March 2012, the record date for the payment of capital repayment, the exercise
price of shares subscribed for with the option rights is: 

Option  Exercise price as of    Exercise price   Exercise period  ISIN    Tradin
         20 March 2012,          before,                           code   g code
         EUR/share               EUR/share                                      
--------------------------------------------------------------------------------
  2008                   15.65            16.20  1 November 2010  FI0009  LAT1VE
                                                  - 31 May 2012   648190  W108  
--------------------------------------------------------------------------------



The minutes of the Annual General Meeting will be available on the company
website www.lassila-tikanoja.com no later than 29 March 2012. 


LASSILA & TIKANOJA PLC


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 and 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