LEMMINKÄINEN CORPORATION STOCK EXCHANGE BULLETIN 8.10.2009 AT 9.00
NOTICE OF EXTRAORDINARY GENERAL MEETING
Notice is given to the shareholders of Lemminkäinen Corporation of the
Extraordinary General Meeting, which will be held at 10 am on Thursday, 12
November 2009, in the auditorium of Varma, at the address Salmisaarenranta 11,
The reception of persons who have registered for the meeting and the
distribution of voting tickets will commence at 9 am.
A. MATTERS ON THE AGENDA OF THE GENERAL MEETING
The following matters will be considered at the 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
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Authorisation of the Board of Directors to resolve on a share issue and an
issue of special rights entitling to shares
The Board of Directors proposes to the Extraordinary General Meeting that the
General Meeting 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
It is proposed that the authorisation include the Board of Directors' right 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. It is proposed that the authorisation 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.
The authorisation is proposed to be in force for five (5) years from the
resolution of the General Meeting.
7. Authorisation of the Board of Directors to resolve on acquisition of the
company´s own shares
The Board of Directors proposes that the General Meeting authorise the Board of
Directors to resolve on the acquisition of own shares, in one or several
instalments, using the unrestricted shareholders´ equity of the company. The
authorisation is proposed to cover a maximum of 1,700,000 own shares, subject
to the provisions of the Finnish Companies Act on the maximum amount of own
shares. The proposed 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 proposed to be in force for a period of 18 months from the
resolution of the Extraordinary General Meeting.
8. Closing of the meeting
The above mentioned proposals by the Board of Directors, this notice, the
latest financial statements, annual report and auditors' report of the company,
the resolution on distribution of assets adopted after the end of the financial
period ended on 31 December 2008, the interim reports for the first and second
quarter this year and the statement by the Board of Directors on the events
occurring after the interim report for the second quarter and having an
essential effect on the state of the company are available on the company's
website at www.lemminkainen.com. The documents will also be available at the
General Meeting and copies of them will be sent to shareholders upon request.
The minutes of the General Meeting will be on display on the above mentioned
website at the latest from 26 November 2009 onwards.
C. INSTRUCTIONS TO PARTICIPANTS
1. Right to participate and registration
A shareholder, who is registered on the record date of the General Meeting 2
November 2009 as a shareholder in the company's shareholders' register
maintained by Euroclear Finland Ltd, has the right to participate in the
meeting. A shareholder, whose shares have been entered into his/her personal
book-entry account, is registered into the company's shareholders' register.
A shareholder, who wants to participate in the General Meeting, shall register
for the meeting no later than 9 November 2009 at 4 pm by letter to the address
Lemminkäinen Corporation, Pirjo Favorin, P.O.Box 169, 00181 Helsinki or by
telephone +358 2071 53378 or by telefax +358 2071 53510 or by email
firstname.lastname@example.org. The registration letter or message must have
arrived prior to the expiration of the registration period.
In connection with the registration, a shareholder shall notify his/her name,
personal identification number, address, telephone number and the name of a
possible assistant. The personal data given to Lemminkäinen Corporation is used
only in connection with the General Meeting and with the processing of related
A shareholder present at the General Meeting has a right to request information
on matters to be considered at the General Meeting in accordance with Chapter
5, Section 25 of the Finnish Companies Act.
2. Proxy representation and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her
rights at the meeting by way of proxy representation. A shareholder may have
several proxy representatives, who represent the shareholder with shares booked
on different book-entry accounts. In such case the shares represented by each
proxy representative shall be notified in connection with the registration. A
proxy representative shall produce a dated proxy document or otherwise in a
reliable manner demonstrate his/her right to represent the shareholder at the
General Meeting. Any powers of attorney are requested to be sent in original to
the company prior to the expiration of the registration period.
3. Holders of nominee registered shares
A shareholder whose shares are nominee registered and who wants to participate
in the Extraordinary General Meeting must give notice for temporary entry into
the company's shareholders' register for participation in the General Meeting
at the latest on the date of registration for the General Meeting 9 November
2009, if the shareholder, on the basis of the same shares, was entitled to be
recorded in the company's shareholders' register on the record date of the
General Meeting 2 November 2009. A shareholder whose shares are nominee
registered is considered to be registered for the General Meeting, when he/she
is notified for temporary entry into the shareholders' register as described
above. A shareholder whose shares are nominee registered is advised to request
necessary instructions regarding the registration in the shareholders'
register, the issuing of proxy documents and registration for the General
Meeting from his/her custodian bank.
4. Other information
On the date of the notice to the General Meeting the total number of shares and
votes on the company is 17,021,250.
Helsinki, 8 October 2009
The Board of Directors
President and CEO Timo Kohtamäki
tel. +358 2071 53263
CFO Robert Öhman
tel. +358 2071 53515
NASDAQ OMX Helsinki
Lemminkäinen Group operates in all areas of the construction sector. The
Group's business sectors are building construction, infrastructure
construction, technical building services, and building products. Net sales in
2008 were approx. EUR 2.5 billion, of which international operations accounted
for over a quarter. The Group employs about 9,800 people. Lemminkäinen
Corporation's share is quoted on NASDAQ OMX Helsinki Ltd.