The Annual General Meeting on 28 March 2012 approved the parent company's and consolidated financial statements for the financial year 1 January - 31 December 2011 and discharged the members of the Supervisory Board and the Board of Directors and the CEO from liability. The AGM decided to distribute a dividend of EUR 0.85 per share in accordance with the Board proposal. The Board of Directors' proposals were approved without changes.
DIVIDEND
The Annual General Meeting decided to distribute as dividend EUR 0.85 per share on the financial year 2011. The dividend will be paid on 11 April 2012 to shareholders registered on the company´s register of shareholders kept by Euroclear Finland Ltd on the record date 2 April 2012. No dividend will be paid on shares held by the company.
AUTHORISATION FOR SHARE ISSUE
The Annual General Meeting authorised the Board of Directors to decide on issuing new shares and on the transfer of Lännen Tehtaat shares held by the company (share issue). The authorisation covers a maximum total of 761,757 shares, and the maximum number of new shares is 631,757, and the number of Lännen Tehtaat shares held by the company 130,000.
The subscription price for each new share shall be at least the share’s nominal value, or EUR 2. The transfer price for Lännen Tehtaat shares held by the company shall be at least the market value of the share at the time of transfer, which is determined by the price quoted in public trading on NASDAX OMX Helsinki Ltd. The Board of Directors will also have the right to issue shares against consideration other than cash. In the case of share-based incentive systems, shares could also be issued without consideration.
The authorisation includes the right to deviate from the shareholders’ pre-emptive subscription right (targeted issue) if the company has an important 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.
The authorisation is valid until the Annual General Meeting 2015.
ELECTION OF THE MEMBERS OF THE SUPERVISORY BOARD, THE MEMBERS OF THE SUPERVISORY BOARD'S NOMINATION COMMITTEE AND THE AUDITORS, AND REMUNERATION
The AGM confirmed that the Supervisory Board will have 19 members elected by the AGM. Matti Eskola, Laura Hämäläinen, Markku Länninki and Ilkka Markkula were re-elected. Harri Eela, Jari Nevavuori and Markku Pärssinen were elected as new members. Samu Pere resigned from the Supervisory Board.
Heikki Laurinen and Tauno Uitto were re-elected as the members of the Supervisory Board's Nomination Committee.
Hannu Pellinen, APA, and PricewaterCoopers Oy Authorised Public Accountants with Tomi Moisio, APA, CPFA as responsible auditor, were re-elected as auditors.
The Annual General Meeting decided that the yearly fee paid to the Supervisory Board’s chairman is EUR 7,685, and to the deputy chairman EUR 5,125. The meeting allowance paid to the members of the Supervisory Board and the members of the Supervisory Board´s Nomination Committee is EUR 255. In addition, compensation for travelling expenses are paid in accordance with the general travel rules of Lännen Tehtaat plc. The auditors’ fees are paid according to an invoice approved by the company.
The minutes of the Annual General Meeting will be available on the company’s website, www.lannen.fi/en, as of 11 April 2012.
LÄNNEN TEHTAAT PLC
Matti Karppinen
CEO
Further information:
Matti Karppinen, CEO, tel. + 358 10 402 00
Distribution:
NASDAQ OMX Helsinki Ltd
Main media
www.lannen.fi