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2008-04-02 15:45:00 CEST 2008-04-02 15:45:01 CEST BIRTINGARSKYLDAR UPPLÝSNINGAR Lännen Tehtaat - Decisions of general meetingDECISIONS BY THE ANNUAL GENERAL MEETING OF LÄNNEN TEHTAAT PLCLÄNNEN TEHTAAT PLC STOCK EXCHANGE RELEASE 2 April 2008 at 4;45 p.m. DECISIONS BY THE ANNUAL GENERAL MEETING OF LÄNNEN TEHTAAT PLC The Annual General Meeting on 2 April, 2008 approved the financial statements for the financial year 1 January - 31 December 2007, discharged the members of the Supervisory Board and the Board of Directors and the CEO from liability. The AGM decided to distribute a dividend of EUR 0.85 per share. The Board of Directors' proposals to amend the articles of association, to acquire Lännen Tehtaat shares and to issue new shares were approved without changes. DIVIDEND The Annual General Meeting decided to distribute as dividend EUR 0.85 per share on the financial year 2007. The dividend will be paid on 15 April 2008 to shareholders whose shares are registered by the Finnish Central Securities Depository Ltd on the record date 7 April 2008. No dividend will be paid on shares held by the company AMENDING THE ARTICLES OF ASSOCIATION The Annual General Meeting approved the Board of Directors' proposal concerning the maximum age at which a person may be elected to the Board of Directors and to the Supervisory Board. New section 5 paragraph 1: By decision of the Supervisory Board the Board of Directors consists of no fewer than five and no more than seven members. Persons aged 68 or above may not be elected to the Board of Directors. New section 8 paragraph 1: The Supervisory Board consists of no fewer than 15 and no more than 20 members elected by the shareholders' meeting. Persons aged 68 or above may not be elected to the Supervisory Board. AUTHORIZATION TO ACQUIRE LÄNNEN TEHTAAT SHARES The Annual General Meeting authorized the Board of Directors to decide on the acquisition of a maximum total of 250,878 Lännen Tehtaat shares for the company using untied equity, under the following conditions: Shares may be acquired for the purpose of developing the company's capital structure, financing or implementing corporate acquisitions or other arrangements, implementing share-based incentive systems, or for onward transfer or annulment. Shares may be acquired in one or more lots, to a maximum total of 250,878 shares. The combined number of Lännen Tehtaat shares held by the company following this acquisition must not, however, exceed five (5) per cent of the total number of Lännen Tehtaat shares. The Board is entitled to decide on how to proceed in acquiring shares. The shares will be acquired in public trading on the Helsinki stock exchange (OMX Nordic Exchange Helsinki Oy), and the current value at the time of the transaction will be paid for the shares. During the validity of the authorization, the minimum price of the shares shall be the lowest price quoted in public trading, and the maximum price correspondingly shall be the highest price quoted in public trading. The acquisition price will be paid to the parties selling the shares within the period of payment specified by the rules of OMX Nordic Exchange Helsinki Oy and the Finnish Central Securities Depository. Because this acquisition will be performed by buying shares in public trading, the shares will not be acquired in accordance with the holding percentages of the shareholders. The share acquisition will decrease the company's distributable untied equity. The Board will decide on any other terms and conditions related to the company's acquisition of its own shares. The authorization is valid until the next AGM. AUTHORIZATION FOR SHARE ISSUE The Annual General Meeting authorized the Board of Directors to decide on the issuing of new shares and on the transfer of Lännen Tehtaat shares held by the company in one or more lots in a share issue, to a total of no more than 947,635 shares, under the following conditions: The share issue authorization covers all the Lännen Tehtaat shares held by the company on the date of the Board proposal (65,000 shares). The authorization further covers all the Lännen Tehtaat shares to be acquired by the Board for the company under the authorization, given on 2 April 2008, to acquire Lännen Tehtaat shares. The maximum number of Lännen Tehtaat shares that may be acquired under this authorization is 250,878. The maximum number of new shares that can be issued is 631,757, and the maximum number of Lännen Tehtaat shares held by the company that can be issued is 315,878. The subscription price for each of the new shares must be at least the nominal share value of EUR 2. The transfer price for Lännen Tehtaat shares held by the company must be at least the current value of the share at the time of transfer, which is determined by the price quoted in public trading on the Helsinki stock exchange (OMX Nordic Exchange Helsinki Oy). However, in the case of share-based incentive systems, shares can be issued without remuneration. The authorization includes the right - to deviate from the shareholders' pre-emptive subscription right (targeted issue) if the company has a substantial financial reason to do so, such as development of the company's capital structure, financing and implementing corporate acquisitions or other arrangements, or building a share-based incentive system; - to offer shares not only against money payment but also against capital consideration in kind or under other specified terms or by exercising right of set-off; - to decide on the subscription price of shares and other conditions of and matters related to the share issue. The authorization is valid until the next AGM. The authorization will revoke the earlier authorization to issue shares, given on 29 March 2007, and the authorization to transfer Lännen Tehtaat shares held by the company given on the same date. ELECTION OF THE MEMBERS OF THE SUPERVISORY BOARD AND THE AUDITORS Marja-Liisa Mikola-Luoto, Juha Nevavuori, Tuomo Raininko, Helena Walldén and Mauno Ylinen were re-elected to the Supervisroy Board. Mika Leikkonen and Esko Suomala were elected as new members. Hannu Pellinen, APA, and PricewaterCoopers Oy Authorized Public Accountants with Tomi Moisio, APA, CPFA as responsible auditor, were elected as auditors. The Annual General Meeting decided that the yearly fee paid to the Supervisory Board's chairman is EUR 7,500, and to the deputy chairman EUR 5,000. The meeting allowance paid to the members of the Supervisory Board is EUR 250. In addition, daily allowances and compensation for travelling expenses are paid in accordance with the general travel rules of Lännen Tehtaat. The auditors' fees are paid as per invoice. LÄNNEN TEHTAAT PLC Matti Karppinen CEO More details: Matti karppinen, tel. +358 10 402 4001 Distribution: OMX Nordic Exchange Helsinki Main media www.lannen.fi |
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