Lassila & Tikanoja - Decisions of general meeting

Resolutions by Lassila & Tikanoja plc’s Annual General Meeting

Helsinki, Finland, 2014-03-19 16:30 CET (GLOBE NEWSWIRE) -- 

Lassila & Tikanoja plc                Stock exchange release          19 March
2014 5.30 pm 



The Annual General Meeting of Lassila & Tikanoja plc, which was held today on
19 March 2014, adopted the financial statements and consolidated financial
statements for the financial year 2013 and discharged the members of the Board
of Directors and the President and CEO from liability. The Annual General
Meeting resolved on the use of the profit shown on the balance sheet and the
payment of dividend, the composition and remuneration of the Board of
Directors, the election of the Auditor and on the authorisation of the Board of
Directors to repurchase the company's shares and to decide on the share issue
and the issuance of special rights entitling to shares. 

Resolution on the use of the profit shown on the balance sheet and the payment
of dividend 

The Annual General Meeting resolved that a dividend of EUR 0.50 per share be
paid on the basis of the balance sheet to be adopted for the financial year
2013. The dividend will be paid to a shareholder who is registered in the
Company's shareholders' register maintained by Euroclear Finland Ltd on the
record date for dividend payment, 24 March 2014. The dividend will be paid on
31 March 2014. 

Composition and remuneration of the Board of Directors

The number of the members of the Board of Directors was confirmed six (6). The
following Board members were re-elected to the Board until the end of the
following AGM: Heikki Bergholm, Eero Hautaniemi, Hille Korhonen, Sakari Lassila
and Miikka Maijala. Ms. Laura Lares was elected as a new member of the Board of
Directors. 

The Annual General Meeting resolved on the following annual fees: Chairman EUR
46,250, Vice Chairman EUR 30,500 and the ordinary members EUR 25,750. 

The fees shall be paid so that 40% of the annual fee is paid in Lassila &
Tikanoja's shares held by the company or, if this is not feasible, shares
acquired from the markets, and 60% in cash. Shares are to be issued to Board
members and, where necessary, acquired directly from the markets on behalf of
Board members within the next fourteen trading days, free from restrictions on
trading, from the Annual General Meeting. In addition, the following meeting
fees will be paid: Chairman EUR 1,000, Vice Chairman EUR 700 and members EUR
500 per meeting. The meeting fees will also be paid to the Chairman and to the
members of the committees established by the Board as follows: Chairman EUR 700
and members EUR 500. 

Auditor

The Annual General Meeting re-elected KPMG Oy Ab Authorised Public Accountants,
as Auditor of the Company until the close of the next Annual General Meeting.
KPMG Oy Ab has announced that it will name Lasse Holopainen, Authorised Public
Accountant, as its principal auditor. The meeting resolved that the fees of the
Auditor will be paid according to invoice presented. 

Authorising the Board of Directors to decide on the repurchase of the Company's
own shares 

The Annual General Meeting authorised the Board of Directors to repurchase
Company shares under the following terms and conditions: 

By virtue of the authorisation, the Board of Directors is authorised to
repurchase a maximum of 2,000,000 Company's own shares using the Company's
non-restricted equity. This number of shares corresponds to approximately 5.2 %
of the Company's total number of shares on the date of the notice to the
meeting. 

The Company's own shares will be repurchased otherwise than in proportion to
the existing shareholdings of the Company's shareholders through trading on
regulated market organized by NASDAQ OMX Helsinki Ltd (“Stock Exchange”) at the
market price quoted at the time of the repurchase. Shares will be acquired and
paid for in accordance with the rules of the Stock Exchange and Euroclear
Finland Ltd. 

The purpose of the share repurchase is to develop the Company's capital
structure and/or to use the shares as consideration in potential acquisitions,
other business arrangements, as part of the Company's share-based incentive
programme, or to finance investments. The repurchased shares may either be held
by the Company, or cancelled or conveyed. 

The Board of Directors shall decide on other terms and conditions related to
the share repurchase. The share repurchase authorisation shall be valid for 18
months. 

Authorising the Board of Directors to decide on the share issue and the
issuance of special rights entitling to shares 

The Annual General Meeting authorised the Board of Directors to decide, in one
or more instalments, on issuance of new shares or shares possibly held by the
Company through share issue and/or issuance of option rights or other special
rights entitling to shares, referred to in Chapter 10, Section 1 of the Finnish
Companies Act, so that by virtue of the authorisation altogether 2,000,000
shares may be issued and/or conveyed at the maximum. This number of shares
corresponds to approximately 5.2 % of the Company's total number of shares on
the date of the notice to the meeting. 

It is proposed that the authorisation be used for the financing or execution of
potential acquisitions or other arrangements or investments relating to the
Company's business, for the implementation of the Company's incentive scheme or
for other purposes subject to the Board of Directors' decision. 

It is proposed that the authorisation entitles the Board of Directors to decide
on all terms and conditions of the share issue and the issuance of special
rights referred to in Chapter 10, Section 1 of the Finnish Companies Act. The
authorisation thus includes the right to issue shares also in a proportion
other than that of the shareholders' current shareholdings in the Company under
the conditions provided in law, the right to issue shares against payment or
without charge as well as the right to decide on a share issue without payment
to the Company itself, subject to the provisions of the Finnish Companies Act
on the maximum amount of treasury shares. 

It is proposed that the authorisation would be valid for 18 months.

The minutes of the meeting will be available on the company website
www.lassila-tikanoja.com as from 2 April 2014 at the latest. 



LASSILA & TIKANOJA PLC

Pekka Ojanpää
President and CEO



For additional information, please contact
Timo Leinonen, CFO, tel. +358 400 793 073.

Lassila & Tikanoja is a service company that is transforming the consumer
society into an efficient recycling society. In co-operation with our customers
we are reducing waste volumes, extending the useful lives of properties,
recovering materials and decreasing the use of raw materials and energy. We
help our customers to focus on their core business and to save the environment.
Together, we create well-being and jobs. With operations in Finland, Sweden and
Russia, L&T employs 8,000 persons. Net sales in 2013 amounted to EUR 668.2
million. L&T is listed on NASDAQ OMX Helsinki. 

Distribution:
NASDAQ OMX Helsinki
Major media
www.lassila-tikanoja.com