Lassila & Tikanoja - Decisions of general meeting

Resolutions by Lassila & Tikanoja plc’s Annual General Meeting

Helsinki, Finland, 2013-03-12 16:30 CET (GLOBE NEWSWIRE) -- 
Lassila & Tikanoja plc  Stock exchange release  12 March 2013 5.30 pm

The Annual General Meeting of Lassila & Tikanoja plc, which was held today on
12 March 2013, adopted the financial statements and consolidated financial
statements for the financial year 2012 and discharged the members of the Board
of Directors and the President and CEO 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, the amendment of the Articles of Association and
on the authorisation of the Board of Directors to repurchase the company's
shares and to decide on the share issue and the issuance of special rights
entitling to 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 2012 be placed in
retained earnings and that no dividend be paid. A capital repayment of EUR 0.60
per share, as proposed by the Board of Directors, will be paid for the
financial year 2012 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 15 March 2013, which is the
record date for the capital repayment. The capital repayment will be paid on 22
March 2013. 

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 re-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. 

Amendment of the Articles of Association

The Annual General Meeting resolved on amending the Articles of Association of
the Company as follows: 

a) Section 7 of the Articles of Association regarding the right to represent
the Company be amended to read as follows: 

7 § Right to represent the Company
Right to represent the Company shall be vested with two members of the Board of
Directors together, or the Managing Director together with a member of the
Board of Directors, or a person that has been authorised by the Board of
Directors to represent the Company so that such person represents the Company
together either with another person authorised to represent the Company or with
the Managing Director or with a member of the Board of Directors. 

b) Section 8 of the Articles of Association regarding procuration be amended to
read as follows: 

8 § Procurations
Granting of procurations shall be decided by the Board of Directors. Holders of
procuration represent the Company each separately together with a person having
right to represent the Company. 

c) Section 11 of the Articles of Association regarding notice of General
Meeting of Shareholders be amended to read as follows: 

11 § Notice of General Meeting of Shareholders
The notice of a General Meeting of Shareholders shall be published on Company's
website no earlier than two (2) months and no later than three (3) weeks prior
to the General Meeting of Shareholders, however, at least nine (9) days prior
to the record date of the General Meeting of Shareholders. In addition, the
Company may, if so decided by the Board of Directors, within the same time
publish the time and place of the General Meeting of Shareholders as well as
the address of the Company's website in a newspaper. 

d) Section 14 of the Articles of Association regarding redemption obligation be
deleted in its entirety. 

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. The Company's own shares will be repurchased otherwise than in
proportion to the existing shareholdings of the Company's shareholders through
trading on regulated market organized by 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 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 valid for 18 months. 

Authorising the Board of Directors to decide on the share issue and the
issuance of special rights entitling to shares 

The Annual General Meeting authorised the Board of Directors to decide, in one
or more instalments, on issuance of new shares or shares possibly held by the
Company through share issue and/or issuance of option rights or other special
rights entitling to shares, referred to in Chapter 10, Section 1 of the Finnish
Companies Act, so that by virtue of the authorisation altogether 500,000 shares
may be issued and/or conveyed at the maximum. 

The authorisation be used for the financing or execution of potential
acquisitions or other arrangements or investments relating to the Company's
business, for the implementation of the Company's incentive scheme or for other
purposes subject to the Board of Directors' decision. 

The authorisation entitles the Board of Directors to decide on all terms and
conditions of the share issue and the issuance of special rights referred to in
Chapter 10, Section 1 of the Finnish Companies Act. The authorisation thus
includes the right to issue shares also in a proportion other than that of the
shareholders' current shareholdings in the Company under the conditions
provided in law, the right to issue shares against payment or without charge as
well as the right to decide on a share issue without payment to the Company
itself, subject to the provisions of the Finnish Companies Act on the maximum
amount of treasury shares. 

The authorisation will be valid for 18 months.

The minutes of the Annual General Meeting will be available on the company
website www.lassila-tikanoja.com no later than 26 March 2013. 


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 is a service company that is transforming the consumer
society into an efficient recycling society. In co-operation with our customers
we are reducing waste volumes, extending the useful lives of properties,
recovering materials and decreasing the use of raw materials and energy. We
help our customers to focus on their core business and to save the environment.
Together, we create well-being and jobs. With operations in Finland, Sweden,
Latvia and Russia, L&T employs 9,000 persons. Net sales in 2012 amounted to EUR
674.0 million. L&T is listed on NASDAQ OMX Helsinki. 

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