Helsinki, Finland, 2013-10-23 07:05 CEST (GLOBE NEWSWIRE) --
Lassila & Tikanoja plc Stock exchange release 23 October 2013 8.05 a.m.
Notice is given to the shareholders of Lassila & Tikanoja plc of the Extraordinary General Meeting to be held on Monday 18 November 2013 at 4.00 pm in Valkea talo, at the address of Ilkantie 4, Haaga, 00400 Helsinki. The reception of persons who have registered for the meeting and the distribution of the voting tickets will commence at 3.30 pm.
A. Matters on the agenda of the Extraordinary General Meeting
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and the list of votes
6. Review by the President and CEO
7. Resolution on the payment of extra dividend and additional capital repayment
The Board of Directors proposes to the Extraordinary General Meeting that based on the balance sheet adopted for the financial period ended on 31 December 2012, an extra dividend of EUR 0.35 per share as well as an additional capital repayment of EUR 0.15 per share be distributed to shareholders in addition to already paid capital repayment of EUR 0.60 per share decided by the Annual General Meeting on 12 March 2013. Thus, according to the proposal, the cumulative amount of the extra dividend and the additional capital repayment would be EUR 0.50 per share.
The extra dividend will be paid from retained earnings and the additional capital repayment from the reserve for invested unrestricted equity. The extra dividend and the additional capital repayment will be paid to shareholders who are registered in the Company’s shareholder register maintained by Euroclear Finland Ltd on the record date for payment, 21 November 2013. The Board proposes that both the extra dividend and the additional capital repayment be paid on 28 November 2013.
The payment of extra dividend and additional capital repayment are based on tax legislation amendments under consideration, and the Board of Directors of the Company will take into account the extra dividend and the additional capital repayment now proposed to the Extraordinary General Meeting when considering the proposal on asset distribution to be made for the Annual General Meeting 2014.
8. Closing of the meeting
B. Documents of the Extraordinary General Meeting
This notice, which includes the proposal of the Board of Directors in its entirety, is available on Lassila & Tikanoja plc’s website at www.lassila-tikanoja.com. Also available on website are the 2012 annual report of Lassila & Tikanoja plc, including the Company’s latest financial statements, consolidated financial statements, the report of the Board of Directors and the Auditor’s report, as well as interim reports prepared after the end of the preceding financial period, the statement by the Board of Directors on the events occurring after the preparation of the latest interim report which have a material effect on the state of the Company, and the minutes of the Annual General Meeting held on 12 March 2013, which includes a resolution on the capital repayment made after the end of the preceding financial period. The abovementioned documents are also available at the Extraordinary General Meeting. The minutes of the meeting will be available on the abovementioned website as from 2 December 2013 at the latest.
C. Instructions for the participants in the Extraordinary General Meeting
1. Shareholders registered in the shareholders’ register
Each shareholder, who is registered on 6 November 2013 in the Company’s shareholder register held by Euroclear Finland Ltd, has the right to participate in the Extraordinary General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the Company’s shareholder register.
A shareholder, who is registered in the shareholders’ register of the Company and who wants to participate in the Extraordinary General Meeting, shall register for the meeting no later than Wednesday 13 November 2013 at 4.00 pm by giving a prior notice of participation. Such notice can be given:
a) via the Company website www.lassila-tikanoja.com
b) by telephone at +358 20 770 6876 on weekdays during 9.00 am – 4.00 pm, or
c) by regular mail to Lassila & Tikanoja plc, Taru Enrot, P.O. Box 28, 00441 Helsinki, Finland.
In connection with the registration, a shareholder shall notify his/her name, personal identification number/company identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Lassila & Tikanoja plc is used only in connection with the Extraordinary General Meeting and with the processing of related registrations.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Extraordinary General Meeting by virtue of such shares, based on which he/she on 6 November 2013 would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Ltd. The right to participate in the Extraordinary General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders’ register held by Euroclear Finland Ltd at the latest by 13 November 2013, by 10:00 am. As regards nominee registered shares this constitutes due registration for the Extraordinary General Meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the temporary registration in the Company’s shareholder register, the issuing of proxy documents and registration for the Extraordinary General Meeting from his/her custodian bank. The account manager of the custodian bank shall register a holder of nominee registered shares, who wants to participate in the Extraordinary General Meeting, temporarily into the Company's shareholder register at the latest by the time stated above.
3. Proxy representative and powers of attorney
A shareholder may participate in the Extraordinary General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. When a shareholder participates in the Extraordinary General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Extraordinary General Meeting.
Possible proxy documents should be delivered in originals to Lassila & Tikanoja plc, Taru Enrot, P.O. Box 28, FI-00441 Helsinki, Finland before the last date for registration.
4. Other information
Pursuant to chapter 5, section 25 of the Finnish Companies Act, a shareholder who is present at the Extraordinary General Meeting has the right to request information with respect to the matters to be considered at the meeting.
On the date of this notice of the Extraordinary General Meeting 22 October 2013, the total number of shares and votes in Lassila & Tikanoja plc is 38,798,874.
Helsinki, 22 October 2013
LASSILA & TIKANOJA PLC
Board of Directors
President and CEO
For additional information, please contact Pekka Ojanpää, President and CEO, tel. +358 10 636 2810.
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, Latvia and Russia, L&T employs 9,000 persons. Net sales in 2012 amounted to EUR 674.0 million. L&T is listed on NASDAQ OMX Helsinki.
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