Notice to the annual general meeting
LEMMINKÄINEN OYJ STOCK EXCHANGE BULLETIN 9.2.2012 AT 8.15 A.M.
NOTICE TO THE ANNUAL GENERAL MEETING
Notice is given to the shareholders of Lemminkäinen Corporation to the Annual General Meeting to be held on Monday, 2 April 2012 at 2 p.m at HTC Helsinki, auditorium, Tammasaarenkatu 1-5, 00180 Helsinki, Finland.
The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 1 p.m.
A. Matters on the agenda of the Annual General Meeting
At the General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of the persons to scrutinize the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the financial statements, consolidated financial statements, report of the Board of Directors and the auditor's report for the year 2011
Review by the President & CEO
7. Adoption of the financial statements and consolidated financial statements
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes to the General Meeting that a dividend of EUR 0.50 per share be paid for the financial year ended 31 December 2011. The dividend will be paid to shareholders who are registered on the record date for payment of dividend, i.e. on 5 April 2012, in the shareholders' register of the company held by Euroclear Finland Ltd. The Board of Directors proposes that the dividend be paid on 16 April 2012.
9. Resolution on the discharge of the members of the Board of Directors and the President & CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors
The Board of Directors' Nomination Committee proposes to the General Meeting that the following remuneration be awarded to the members of the Board of Directors: EUR 10,000 per month for the Chairman and EUR 3,000 per month for each member, as well as an additional fee of EUR 500 for each meeting attended. In addition, the Nomination Committee proposes that the chairman of the Audit Committee be paid an attendance fee of EUR 1,000 and the members be paid an attendance fee of EUR 500 for each Audit Committee meeting. In addition to the above, it is proposed that travel expenses be reimbursed as invoiced.
11. Resolution on the number of members of the Board of Directors
The Board of Directors' Nomination Committee proposes to the General Meeting that the number of members of the Board of Directors be six.
12. Election of members of the Board of Directors
The Board of Directors' Nomination Committee proposes to the General Meeting that the current members of the Board of Directors, Berndt Brunow, Juhani Mäkinen, Mikael Mäkinen, Kristina Pentti-von Walzel and Heikki Räty be re-elected to serve for the next term. From the current Board members, Teppo Taberman has not consented to be available for the election. The Committee proposes that Noora Forstén be elected to serve as new member of the Board. The person proposed has given her consent for the position. Information on the person proposed for Board membership is available on the company's website at www.lemminkainen.com.
13. Resolution on the remuneration of the auditor
In accordance with the recommendation of the Audit Committee, the Board of Directors proposes to the General Meeting that the auditor's fees be paid as invoiced.
14. Election of auditor
In accordance with the recommendation of the Audit Committee, the Board of Directors proposes to the General Meeting that the Authorised Public Accounting firm PricewaterhouseCoopers Oy be re-elected as the company's auditor.
15. Authorisation of the Board of Directors to resolve on the repurchase of the company's own shares
The Board of Directors proposes to the General Meeting that the General Meeting authorises the Board of Directors to resolve on the repurchase of the company's own shares, in one or several instalments, by using funds in the company's unrestricted shareholders' equity. The authorisation is proposed to cover a maximum of 1,000,000 own shares, 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 in another proportion than that of current 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 includes also the right of the Board of Directors to resolve on all other terms and conditions of the repurchase of the shares. The authorisation is proposed to remain effective for a period of 18 months from the resolution of the General Meeting. The previous authorisation granted to the Board of Directors regarding repurchase of own shares shall expire simultaneously.
16. Sale of shares on joint book-entry account
The Board of Directors proposes to the General Meeting that the shares on a joint book-entry account, consisting of shares not transferred to the book-entry securities system, in total 10 685 shares, be sold for the account of their owners. The Board of Directors further proposes that that the General Meeting authorises the Board of Directors to take all necessary measures required by the resolution.
17. Closing of the meeting
B. Documents of the General Meeting
The proposals for resolutions on the matters on the agenda of the General Meeting as well as this notice are available on Lemminkäinen Corporation's website at www.lemminkainen.com. The annual report, which includes the company's financial statements, the report of the Board of Directors and the auditor's report, is available on the above-mentioned website no later than 12 March 2012. The proposals for resolutions and the other above-mentioned documents are also available at the General Meeting. Copies of these documents and this notice will be sent to shareholders upon request. The minutes of the General Meeting will be available on the above-mentioned website as from 16 April 2012.
C. Instructions for the participants in the General Meeting
1. Shareholders registered in the shareholders' register
Each shareholder, who is registered on 21 March 2012 in the shareholders' register of the company held by Euroclear Finland Ltd., has the right to participate in the General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders' register of the company.
A shareholder, who is registered in the shareholders' register of the company and who wants to participate in the General Meeting shall register for the meeting no later than Thursday 28 March 2012 at 4.00 p.m. by giving a prior notice of participation, which shall be received by the company no later than on the above mentioned date. Such notice can be given:
a) at the company website www.lemminkainen.com;
b) by e-mail to Pirjo.email@example.com;
c) by telephone + 358 2071 53378 or
d) by regular mail to Lemminkäinen Corporation, Pirjo Favorin, P.O. Box 169, 00181 Helsinki, Finland.
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 or proxy representative and the personal identification number of a proxy representative. The personal data given to Lemminkäinen Corporation is used only in connection with the General Meeting and with the processing of related registrations.
The shareholder, his/her authorised representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares based on which he/she on the record date of the General Meeting, i.e. on 21 March 2012, would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Ltd. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporary registered into the shareholders' register held by Euroclear Finland Ltd. at the latest on 28 March 2012 at 10.00 a.m. As regards nominee registered shares this constitutes due registration for the General Meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholders' register of the company, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank. The account management organisation of the custodian bank has to temporary register a holder of nominee registered shares who wants to participate in the General Meeting, into the shareholders' register of the company at the latest by the time stated above.
Further information on these matters can also be found on the company's website www.lemminkainen.com.
3. Proxy representative 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 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. When a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.
Possible proxy documents should be delivered in originals to Lemminkäinen Corporation, Pirjo Favorin, P.O. Box 169, 00181 Helsinki, Finland before the last date of registration.
4. Other information
Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the 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 to the Annual General Meeting the total number of shares in Lemminkäinen Corporation and votes represented by such shares is 19,644,764 shares and votes.
Helsinki, 9 February 2012
Board of Directors
Johan Nybergh, Senior Vice President, Legal Affairs
Tel. +358 2071 54811
NASDAQ OMX Helsinki Ltd
Lemminkäinen Group operates in all areas of the construction sector. The Group's business sectors are building construction, infrastructure construction, technical building services and international operations. Net sales in 2011 were about EUR 2.2 billion, of which international operations accounted for roughly a quarter. The Group employs an average of 8,400 people. Lemminkäinen Corporation's share is quoted on NASDAQ OMX Nordic Exchange Helsinki. www.lemminkainen.com