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2009-04-02 15:15:00 CEST 2009-04-02 15:15:10 CEST REGULATED INFORMATION Lännen Tehtaat - Decisions of general meetingDECISIONS BY THE ANNUAL GENERAL MEETING OF LÄNNEN TEHTAAT PLCLÄNNEN TEHTAAT PLC STOCK EXCHANGE RELEASE 2 April 2009 at 4;15 p.m. DECISIONS BY THE ANNUAL GENERAL MEETING OF LÄNNEN TEHTAAT PLC The Annual General Meeting on 2 April, 2009 approved the financial statements for the financial year 1 January - 31 December 2008, 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 issue new shares and to transfer Lännen Tehtaat shares held by the company were approved without changes. DIVIDEND The Annual General Meeting decided to distribute as dividend EUR 0.85 per share on the financial year 2008. The dividend will be paid on 17 April 2009 to shareholders registered on the company´s register of shareholders kept by Euroclear Finland 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 section 2 of the company's articles of association, concerning the sphere of operation, and section 10 paragraph 1, concerning the summons to a shareholders' meeting, be amended as follows: New section 2: The Company engages in commercial activities concerning food and other related activities in Finland and abroad either directly or through subsidiaries or associated companies. The Company may own and manage real estate and shares and other securities and engage in trade in them. New section 10 paragraph 1: The summons to the shareholders' meeting shall be published on the company's web pages and, if so decided by the Board of Directors, in at least one national newspaper determined by the Board of Directors, at the earliest two months and at the latest 21 days before the shareholders' meeting. AUTHORIZATION FOR SHARE ISSUE AND FOR TRANSFER OF LÄNNEN TEHTAAT SHARES 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 (share issue) in one or more lots in a share issue, to a total of no more than 761,757 shares. The share issue authorization covers all the Lännen Tehtaat shares held by the company (130,000 shares). The maximum number of new shares that can be issued is 631,757. 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 NASDAX OMX Helsinki Ltd. 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 implementing 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 2 April 2008, 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 Matti Eskola, Pasi Jaakkola, Markku Länninki and Ilkka Markkula were re-elected to the Supervisroy Board. Laura Hämäläinen and Timo Kaunisto 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 according to invoice approved by the company. LÄNNEN TEHTAAT PLC Matti Karppinen CEO More details: Matti Karppinen, tel. +358 10 402 4001 Distribution: NASDAQ OMX Helsinki Ltd Main media www.lannen.fi |
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