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2009-02-19 07:30:00 CET 2009-02-19 07:30:09 CET REGULATED INFORMATION Lännen Tehtaat - Company AnnouncementPROPOSALS OF THE BOARD OF DIRECTORS TO THE ANNUAL GENERAL MEETING OF LÄNNEN TEHTAAT PLCLÄNNEN TEHTAAT PLC STOCK EXCHANGE RELEASE 19 February 2009 at 8;30 a.m. PROPOSALS OF THE BOARD OF DIRECTORS TO THE ANNUAL GENERAL MEETING OF LÄNNEN TEHTAAT PLC I DIVIDEND The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.85 per share be paid on the financial year 2008. II ELECTION OF THE AUDITOR AND FEES The Board of Directors' proposes that the auditor's fee be reimbursed according to invoice approved by the company. The Board of Directors proposes that Hannu Pellinen, APA, and PricewaterCoopers Oy Authorized Public Accountants with Tomi Moisio, APA, CPFA as responsible auditor, be re-elected as the auditors to the close of the following Annual General Meeting. III ACQUIRING LÄNNEN TEHTAAT SHARES The Board of Directors proposes that it be given authorization by the AGM to decide on the acquisition of 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 185,878 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 authorization covers acquisition of shares in public trade in NASDAQ OMX Helsinki Ltd and also outside of the public trade. The compensation paid for the acquired shares shall be based on the market value. The authorization entitles the Board of Directors to decide on acquisition otherwise than in proportion to the holdings of the shareholders (targeted acquisition) as provided in the law. 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. IV AUTHORIZATION FOR SHARE ISSUE AND FOR TRANSFER OF LÄNNEN TEHTAAT SHARES The Board of Directors proposes that it be given authorization by the AGM 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. The share issue authorization covers all the Lännen Tehtaat shares held by the company on the date of the Board proposal (130,000 shares). The authorization further covers all the Lännen Tehtaat shares to be acquired by the Board for the company under the authorization to acquire Lännen Tehtaat shares to be proposed to the AGM on 2 April 2009. The maximum number of Lännen Tehtaat shares that may be acquired under this authorization is 185,878. 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 transferred 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 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. V AMENDING THE ARTICLES OF ASSOCIATION The Board of Directors proposes to the AGM that 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: Present section 2 The Company engages in commercial activities concerning food, animal feed and seedling technology 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 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. Present section 10 paragraph 1 The summons to a shareholders' meeting shall be published in at least two national newspapers determined by the Board of Directors, at the earliest two months and at the latest 17 days before the shareholders' meeting and one week before the prior registration date specified in the summons. 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. LÄNNEN TEHTAAT PLC Board of Directors For more information, CEO Matti Karppinen, tel. +358 10 402 4001 Distribution: NASDAQ OMX Helsinki Ltd Main media www.lannen.fi |
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