Lassila & Tikanoja plc: Lassila & Tikanoja Plc: Notice to the Annual General Meeting

Helsinki, Finland, 2018-01-31 07:05 CET (GLOBE NEWSWIRE) --

Lassila & Tikanoja plc

Stock exchange release

31 January 2018, 8.05 am

Notice is given to the shareholders of Lassila & Tikanoja plc of the Annual
General Meeting to be held on Thursday 15 March 2018 at 4 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 pm. 

A. Matters on the agenda of the Annual General Meeting

  1. Opening of the meeting 

  1. Calling the meeting to order 

  1. Election of persons to scrutinize the minutes and to supervise the counting
     of votes

  1. Recording the legality of the meeting 

  1. Recording the attendance at the meeting and the list of votes 

  1. Presentation of the financial statements and consolidated financial
     statements, the report of the Board of Directors and the Auditor's report
     for the year 2017

  Review by the President and CEO.

  1. Adoption of the financial statements and consolidated financial statements 

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

The Board of Directors proposes to the Annual General Meeting that a dividend
of EUR 0.92 per share be paid on the basis of the balance sheet to be adopted
for the financial year 2017. 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, 19 March 2018. The Board
of Directors proposes to the Annual General Meeting that the dividend be paid
on 26 March 2018. 

  1. Resolution on the discharge of the members of the Board of Directors and
     the President and CEO from liability

  1. Resolution on the remuneration of the members of the Board of Directors

Shareholders representing more than 25 % of all shares and votes of the Company
have announced their intention to propose to the Annual General Meeting that
the following fees be paid to the members of the Board of Directors: 

-    Chairman EUR 60,000 per annum;

-    Vice Chairman EUR 40,000 per annum; and

-    members EUR 30,000 per annum.

It is proposed that the fees would be paid so that 40 % of the annual fee is
paid in Lassila & Tikanoja plc's shares held by the Company or, if this is not
feasible, in Company's shares acquired from the market, and 60 % is paid in
cash. Shares are to be conveyed to the Board members and, where necessary,
acquired directly from the market on behalf of Board members within the next
fourteen trading days that are free from restrictions on trading, from the
Annual General Meeting. 

In addition, the meeting fees are proposed to be kept unchanged: Chairman EUR
1,000, Vice Chairman EUR 700 and each member EUR 500 per meeting. Pursuant to
the proposal, meeting fees would 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 per meeting. 

  1. Resolution on the number of members of the Board of Directors 

The shareholders mentioned above have announced that they will propose to the
Annual General Meeting that the number of Board members be confirmed as six
(6). 

  1. Election of members of the Board of Directors 

The shareholders mentioned above have announced that they will propose to the
Annual General Meeting that for the term lasting until the close of the next
Annual General Meeting the current Board members Heikki Bergholm, Teemu
Kangas-Kärki, Laura Lares, Sakari Lassila, Miikka Maijala and Laura Tarkka be
re-elected as members of the Board. 

  1. Resolution on the number of the auditors 

The Board of Directors proposes based on the recommendation of the Board's
Audit Committee to the Annual General Meeting that one ordinary auditor be
elected for the Company, which shall be a firm of authorised public
accountants, and that no deputy auditor be elected. 

  1. Resolution on the remuneration of the auditor 

The Board of Directors proposes based on the recommendation of the Board's
Audit Committee to the Annual General Meeting that the auditor's remuneration
be paid in accordance with an invoice approved by the Company. 

  1. Election of Auditor 

The Board of Directors proposes based on the recommendation of the Board's
Audit Committee to the Annual General Meeting that KPMG Oy Ab, Authorised
Public Accountants, be re-elected as the Company's auditor. KPMG Oy Ab has
announced that it will appoint Lasse Holopainen, Authorised Public Accountant,
as the principally responsible auditor of the Company. 

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

The Board of Directors proposes to the General Meeting that the Board of
Directors be authorised to decide on the repurchase of the Company's own 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 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. The share repurchase authorisation shall revoke the previous
authorisations for repurchasing the company's own shares. 

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

The Board of Directors proposes that the General Meeting authorises 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.

  1. Closing of the meeting

  B. Documents of the Annual General Meeting

This notice, which includes the proposals of the Board of Directors in their
entirety, is available on Lassila & Tikanoja plc's website at
www.lassila-tikanoja.com. The financial statements of Lassila & Tikanoja plc,
the report of the Board of Directors and the Auditor's report are available on
the above-mentioned website no later than 22 February 2018. The above-mentioned
documents are also available at the meeting. The minutes of the meeting will be
available on the above-mentioned website as from 29 March 2018 at the latest. 

C. Instructions for the participants in the Annual General Meeting

  1. Shareholders registered in the shareholders' register

Each shareholder, who is registered on 5 March 2018 in the Company's
shareholders' register held by Euroclear Finland Ltd, has the right to
participate in the Annual General Meeting. A shareholder, whose shares are
registered on his/her personal Finnish book-entry account, is registered in the
Company's shareholders' register. 

A shareholder, who is registered in the shareholders' register of the Company
and who wants to participate in the Annual General Meeting, shall register for
the meeting no later than Monday 12 March 2018 at 4 pm by giving a prior notice
of participation. Such notice can be given: 

  -- 
via the Company website www.lassila-tikanoja.com/investors

-- 
by telephone at [phone] on weekdays during 9.00 am - 4.00 pm, or

-- 
by regular mail to Lassila & Tikanoja plc, Taru Enrot, Valimotie 27, 00380,
     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 Annual
General Meeting and with the processing of related registrations. 

  1. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the
Annual General Meeting by virtue of such shares, based on which he/she on 5
March 2018 would be entitled to be registered in the shareholders' register of
the Company held by Euroclear Finland Ltd. The right to participate in the
Annual 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 12 March 2018, by 10.00 am. As
regards nominee registered shares this constitutes due registration for the
Annual General Meeting. 

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the temporary registration in the Company's
shareholders' register, the issuing of proxy documents and registration for the
Annual 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 Annual General Meeting, temporarily into the Company's
shareholders' register at the latest by the time stated above. 

  1. Proxy representative and powers of attorney

A shareholder may participate in the Annual 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 Annual 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
Annual General Meeting. 

Possible proxy documents should be delivered in originals to Lassila & Tikanoja
plc, Taru Enrot, Valimotie 27, 00380, Helsinki, Finland before the last date
for registration. 

  1. Other information

Pursuant to chapter 5, section 25 of the Finnish Companies Act, a shareholder
who is present at the Annual 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 Annual General Meeting 30 January 2018, the
total number of shares and votes in Lassila & Tikanoja plc is 38,798,874. 

Helsinki, 30 January 2018

LASSILA & TIKANOJA PLC

Board of Directors

Pekka Ojanpää

President and CEO

For additional information, please contact

Pekka Ojanpää, President and CEO, tel. [phone]