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 No-vember 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 proposed maximum number corresponds to approximately 25 percent of all the current shares of the Company. 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 deter-mined by the Board of Directors.
The authorisation is in force for five (5) years from the resolution of the General Meeting.
The authorisation to resolve on the acquisition of own shares
In addition, the General Meeting decided to authorise the Board of Directors to resolve on the acquisition of own shares.
In accordance with the authorisation, the Board of Directors may resolve to acquire a maximum of 1,700,000 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. The maximum number corresponds to approximately 10 percent of all the current shares of the Company.
The Board of Directors may resolve to acquire shares also otherwise than in proportion to the holdings of the shareholders. The shares shall be acquired in public trading at market price. The acquisition shall be carried out on NASDAQ OMX Helsinki Ltd. in accordance with its rules and regulations.
The authorisation is in force for a period of 18 months from the resolution of the Extraordinary General Meeting.
Updated 12.11.2009