Lännen Tehtaat - Company Announcement

PROPOSALS OF THE BOARD OF DIRECTORS TO THE ANNUAL GENERAL MEETING OF LÄNNEN TEHTAAT PLC

LÄNNEN 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