LÄNNEN TEHTAAT PLC STOCK EXCHANGE RELEASE 20 February 2008 at 3;00 p.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 2007.
II 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 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.
III 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 (65,000 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 2008. 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.
IV AMENDING THE ARTICLES OF ASSOCIATION
The Board of Directors proposes to the AGM that section 5 paragraph 1 of the
company's articles of association, concerning the number of members on the Board
of Directors and the maximum age at which a person may be elected to the Board,
and section 8 paragraph 1, concerning the number of members on the Supervisory
Board and the maximum age at which a person may be elected to the Supervisory
Board, be amended as follows:
Present 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 65 or above may not
be elected to the Board of Directors.
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.
Present 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 65 or above may not be
elected to the Supervisory Board.
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.
LÄNNEN TEHTAAT PLC
Board of Directors
For additional information, please contact:
Matti Karppinen, CEO, tel +358 10 402 4001
Distribution:
Helsinki Stock Exchange
Main media
www.lannen.fi