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2008-03-07 09:20:44 CET 2008-03-07 09:21:43 CET REGULATED INFORMATION Lassila & Tikanoja - Notice to general meetingNOTICE TO CONVENE ANNUAL GENERAL MEETINGThe shareholders of Lassila & Tikanoja plc are convened to the Company's Annual General Meeting of Shareholders to be held on Tuesday, 1 April 2008 at 4 p.m. at the Finlandia Hall, Mannerheimintie 13 e, Helsinki. The following issues will be on the agenda of the meeting: 1. ISSUES PERTAINING TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNDER ARTICLE 13 OF THE ARTICLES OF ASSOCIATION AND ARTICLE 3 CHAPTER 5 OF THE COMPANIES ACT 2. PROPOSAL BY THE BOARD OF DIRECTORS CONCERNING ISSUE OF SHARE OPTIONS The Board of Directors of Lassila & Tikanoja plc proposes that the Annual General Meeting on 1 April 2008 decides to issue share options to key personnel of the Lassila & Tikanoja Group and/or to a wholly-owned subsidiary of Lassila& Tikanoja plc. The share options shall, with deviation from the shareholders' pre-emptive right to subscribe, be issued to the key personnel of the Lassila & Tikanoja Group and/or to a wholly-owned subsidiary of the Company. It is proposed that the shareholders' pre-emptive right to subscribe will be deviated from because the share options are intended to form part of the incentive and commitment scheme for the Company's key personnel and the Company has therefore a weighty financial reason for the deviation. The purpose of the share options is to encourage long-term employment relationships in order to increase shareholder value and to enhance key personnel's commitment to the Company. The share options will be granted free of charge. The maximum number of share options to be issued shall be 230,000. Each share option entitles its holder to subscribe for one (1) share of Lassila & Tikanoja plc. As a result of the exercise of the 2008 share options, the number of shares issued by Lassila & Tikanoja plc may increase by a maximum of 230,000 new shares. The share options issued under this share option scheme entitle their holders to subscribe for a maximum of 0.59% of the Company's current number of shares and voting rights. The exercise price of the 2008 share options shall be the trading volume weighted average price of the Company's share on the OMX Nordic Exchange in May 2008, rounded off to the nearest cent. The exercise price of the share options shall, as per the dividend record date, be reduced by the amount of dividend which exceeds 70% of the profit per share for the financial period to which the dividend applies. However, only such dividends whose distribution has been agreed upon after the option pricing period and which have been distributed prior to the share subscription are deducted from the subscription price. The exercise price shall, however, always amount to at least EUR 0.01. The exercise price shall be recognised in the invested non-restricted equity fund. The exercise period shall be from 1 November 2010 to 31 May 2012. The Company has a share option scheme issued in 2005. On the basis of the 2005 share options, 12,500 new shares have been subscribed for by 28 January 2008. On the basis of the outstanding share options a maximum of 556,000 shares can be subscribed for, which represent 1.43% of the current number of shares of the Company. COMPOSITION OF THE BOARD OF DIRECTORS AND THE AUDITORS Shareholders who together represent over 40% of all votes attached to Lassila & Tikanoja shares, 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) and that the present Board members Eero Hautaniemi, Lasse Kurkilahti, Juhani Lassila and Juhani Maijala be re-elected to the Board until the end of the following AGM, and that Heikki Bergholm, M.Sc. (Eng) and Matti Kavetvuo, M.Sc. (Eng), B.Sc. (Econ.) be elected as new members for the same term. Heikki Bergholm is Chairman of the Board of Componenta Corporation and Lakan Betoni Oy and member of the Board of Directors of Forchem Oy, Suominen Corporation and MB Funds Oy. Matti Kavetvuo is Chairman of the Board of Marimekko Corporation, Metso Corporation and Orion Corporation, Vice Chairman of the Board of Alma Media Corporation and member of the Board of Directors of Konecranes Plc. These shareholders will also propose that PricewaterhouseCoopers, Authorised Public Accountants with Heikki Lassila, APA as the responsible auditor, be elected Auditors of the Company until the end of the following AGM. BOARD REMUNERATION Shareholders representing more than 40% of all shares and votes of Lassila & Tikanoja plc have announced their intention to propose to the AGM the following annual fees: Chairman EUR 46,250, Vice Chairman 30,500 and members EUR 25,750. The fees are proposed to be paid so that each member purchases Company shares worth of the net amount of the fee (40%) within the next fourteen trading days, free from restrictions on trading, from the Annual General Meeting. DOCUMENTS FOR THE MEETING The financial statements of the Company have been disclosed as provided in the Securities Markets Act. The Annual Financial Statement release and the Annual Report are available on the Company's website at www.lassila-tikanoja.com. The proposal by the Board of Directors will be available to shareholders from 25 March 2008 onwards at the head office of the Company in Helsinki at Hopeatie 2. Copies of the proposal will be sent to shareholders on request. The Annual Report including the complete consolidated financial statements, the complete financial statements of the parent company, the report of the Board of Directors and the Auditor's Report have been mailed to the shareholders to the addresses registered in the Company's List of Shareholders. RIGHT TO ATTEND THE MEETING Shareholders who were entered in the Company's List of Shareholders maintained by the Finnish Central Securities Depository Ltd on 20 March 2008 are entitled to attend the Annual General Meeting. Shareholders registered in a nominee's name may attend the Annual General Meeting if they have been temporarily recorded in the Company's List of Shareholders not later than ten days prior to the Meeting, which is 20 March 2008. NOTIFICATION Shareholders who wish to attend the Annual General Meeting of Shareholders shall notify the Company not later than on Tuesday 25 March 2008 at 4 p.m. by telephone to +358 10 636 2882/Taru Määttä, by writing to the following address: Lassila & Tikanoja plc, P.O. Box 28, 00441 Helsinki, by fax to +358 10 636 2899 or by e-mail to the address taru.maatta@lassila-tikanoja.fi. Any proxies shall be sent to the above mailing address by the end of the notification period. PAYMENT OF DIVIDEND The Board of Directors proposes to the Annual General Meeting of Shareholders that a dividend of EUR 0.55 per share be paid for the financial year 2007 on the basis of the balance sheet adopted. The dividend resolved by the Annual General Meeting of Shareholders will be paid to a shareholder registered in the Company's List of Shareholders maintained by the Finnish Central Securities Depository Ltd on 4 April 2008, which is the record date for the dividend payment. The Board of Directors proposes to the Annual General Meeting that the dividend be paid on 11 April 2008. Helsinki, 7 March 2008 LASSILA & TIKANOJA PLC Board of Directors Jari Sarjo President and CEO ATTACHMENT Terms and conditions of the option scheme For additional information please contact Mr. Jari Sarjo, President and CEO, tel. +358 10 636 2810. |
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