Lassila & Tikanoja - Notice to general meeting

LASSILA & TIKANOJA PLC: NOTICE OF ANNUAL GENERAL MEETING

Helsinki, Finland, 2011-02-03 07:00 CET (GLOBE NEWSWIRE) -- LASSILA & TIKANOJA
PLC   Stock exchange release   3 February 2011 8.00 AM 


Notice is given to the shareholders of Lassila & Tikanoja plc of the Annual
General Meeting to be held on Thursday 17 March 2011 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 scrutinise 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 2010 

Review by the 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
payment of dividend 

The Board of Directors proposes that a dividend of EUR 0.55 per share be paid
for the financial year 2010 on the basis of the balance sheet adopted. The
dividend will be paid to a shareholder registered in the Company's shareholder
register maintained by Euroclear Finland Ltd on 22 March 2011, which is the
record date for the dividend payment. The Board of Directors proposes that the
dividend be paid on 29 March 2011. 

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

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

The Annual General Meeting of 2010 resolved on the following annual fees:
- Chairman EUR 46,250
- Vice Chairman EUR 30,500 and
- members EUR 25,750.
In addition, each member was committed to purchase Lassila & Tikanoja plc
shares worth of 40% of the fee. The Annual General Meeting of 2010 resolved on
the meeting fees to be paid to the participants of Board and committee
meetings. 

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

The shareholders representing over 40% of shares and votes have announced to
the Company that they will propose to the Annual General Meeting that the
number of Board members be confirmed as six (6). 

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, Matti Kavetvuo, Hille Korhonen and Miikka Maijala be
re-elected to the Board for the term until the close of the next AGM, and that
Sakari Lassila be elected as a new member for the same term. 

Sakari Lassila was born in 1955 and holds a M.Sc. degree in economics and
business administration. He is managing director and partner of Indcrea Oy and
a management board member of Cupori Group Oy since 2008. From 1983 he held
various supervisory and executive positions at Union Bank of Finland within
treasury, corporate banking and investment banking and from 1991 he was head of
corporate bank at Citibank Oy. From 1994 he held executive positions within
investment banking at Alfred Berg Finland Oyj and from 2002 similar positions
at Carnegie Investment Bank AB, Finland Branch. Lassila is Vice Chairman of
Board of Evald and Hilda Nissi Foundation. Lassila owns 6,368 shares in Lassila& Tikanoja plc. 

13. Resolution on the remuneration of the auditor

In accordance with the recommendation by the Board's Audit Committee, the Board
of Directors proposes to the Annual General Meeting that the fees of the
auditor will be paid according to the invoice approved by the Company. 

14. Resolution on the number of the auditors, election of Auditor

In accordance with the recommendation by the Board's Audit Committee, the Board
of Directors proposes to the Annual General Meeting PricewaterhouseCoopers Oy,
Authorised Public Accountants to be elected as Auditor of the Company. 

15. Decrease of the share premium fund

The Board of Directors of Lassila & Tikanoja plc will propose to the Annual
General Meeting that the share premium fund of the balance sheet at 31 December
2010 be decreased by EUR 50,672,564.52 by transferring all the funds in the
share premium fund to the unrestricted equity fund. 

According to the Finnish Companies Act effective until 31 August 2006 the share
premium fund belongs to restricted equity. The Companies Act currently
effective no longer recognises the concept of share premium fund. However,
according to the transition provisions, the share premium fund can be decreased
in compliance with what has been regulated for in the decrease of the share
capital. 

The decrease of the fund will enhance the flexibility of the capital structure
and increase the distributable equity. 

16. 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, consolidated
financial statements, the report of the Board of Directors and the Auditor's
report, is available on the above-mentioned website no later than 24 February
2011. The proposal of the Board of Directors and the annual report including
financial statements are also available at the meeting. Copies of these
documents and of this notice will be sent to shareholders upon request. The
minutes of the meeting will be available on the above-mentioned website as from
31 March 2011. 

C. Instructions for the participants in the Annual General Meeting

1. The right to participate and registration

Each shareholder, who is registered on 7 March 2011 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 on Monday 14 March 2011 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.maatta@lassila-tikanoja.fi
c) by telephone +358 10 636 2882 / Taru Määttä
d) by telefax +358 10 636 2899 or
e) by regular mail to Lassila & Tikanoja plc, Taru Määttä, P.O. Box 28,
FI-00441 Helsinki, Finland. 

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. 

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. 

2. Holders of nominee registered shares

A holder of nominee registered shares, who wants to participate in the Annual
General Meeting, shall be temporarily entered into the Company's shareholder
register on 14 March 2011 at 10 am at the latest. Such shareholders 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, 7 March 2011. The temporary registration in
the Company's shareholder register concerning nominee registered shareholders
is considered registration for the Annual General Meeting. 

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. 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. 

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 Määttä, P.O. Box 28, FI-00441 Helsinki, Finland before the last date for
registration. 

4. Other information

On the date of this notice of the Annual General Meeting 3 February 2011, the
total number of shares and votes in Lassila & Tikanoja plc is 38,798,874. 

Helsinki, 2 February 2011

LASSILA & TIKANOJA PLC
Board of Directors


Jari Sarjo
President and CEO


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


Lassila & Tikanoja specialises in environmental management and property and
plant support services and is a leading supplier of wood-based biofuels,
recovered fuels and recycled raw materials. With operations in Finland, Sweden,
Latvia and Russia, L&T employs 8,700 persons. Net sales in 2010 amounted to EUR
598 million. L&T is listed on NASDAQ OMX Helsinki. 

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