Authorisations for the Board of Directors
The authorisation to resolve on a share issue and an issue of special rights
The Extraordinary General Meeting of Lemminkäinen Corporation, held on 12 November 2009, decided in accordance with the proposal of the Board of Directors, to authorise the Board of Directors to resolve on a share issue and/or an issue of special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act in one or several instalments, either against payment or without payment. The number of shares to be issued, including the shares to be received based on special rights, shall not exceed 4,200,000 shares. The Board of Directors may resolve to issue either new shares or own shares possibly held by the company.
The authorisation entitles the Board of Directors to resolve on all terms and conditions of the share issue and the issue of special rights entitling to shares, including the right to derogate from the pre-emptive right of the shareholders. The authorisation may be used for the financing or execution of any acquisitions or other business arrangements, to strengthen the balance sheet and financial position of the company or for other purposes as determined by the Board of Directors.
After the share issues on 2010 and 2011, the Board of Directors is still authorised to issue 1,571,074 sharesand/or special rights entitling their holders to shares.The authorisation is valid for five (5) years from the resolution of the General Meeting.
The authorisation to resolve on the acquisition of own shares
The Annual General Meeting held on 2 April 2012 resolved, in accordance with the Board of Directors' proposal, to authorise the Board of Directors to resolve on the repurchase of the company's own shares. The previous authorisation granted to the Board of Directors regarding repurchase of own shares expired simultaneously.
In accordance with the authorisation, the Board of Directors may resolve to repurchase a maximum of 1,000,000 own shares in one or several instalments, using the unrestricted shareholders' equity of the company, subject to the provisions of the Finnish Companies Act on the maximum amount of own shares in the possession of the company or its subsidiaries.
The Board of Directors may resolve to repurchase shares also in another proportion than in proportion to the holdings of shareholders. The shares shall be purchased in public trading at the prevailing market price. The purchases shall be carried out on NASDAQ OMX Helsinki Ltd. in accordance with its rules and regulations.
The authorisation is effective for a period of 18 months from the resolution of the General Meeting.