Resolutions of Lemminkäinen Corporation's Annual General Meeting
LEMMINKÄINEN CORPORATION STOCK EXCHANGE BULLETIN 2 APRIL 2012 AT 3:45 p.m.
RESOLUTIONS OF LEMMINKÄINEN CORPORATION'S ANNUAL GENERAL MEETING
On 2 April 2012, Lemminkäinen Corporation's Annual General Meeting adopted the company's annual accounts and consolidated financial statements for 2011 and granted the members of the Board of Directors and the President and CEO discharge from liability.
Payment of dividend
The General Meeting resolved, in accordance with the Board of Directors' proposal, to pay a dividend of EUR 0.50 per share. 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 dividend will be paid on 16 April 2012.
Board membership and remuneration
The General Meeting confirmed the number of members of the Board of Directors as six. Berndt Brunow, Noora Forstén, Juhani Mäkinen, Mikael Mäkinen, Kristina Pentti-von Walzel and Heikki Räty were elected as members of the Board.
The General Meeting confirmed that a remuneration of EUR 3,000 per month be paid to the members of the Board of Directors, EUR 10,000 per month be paid to the Chairman of the Board, and EUR 500 be paid in respect of each board meeting. It was further resolved that the chairman of the Audit Committee be paid an attendance fee of EUR 1,000 and the members of the Audit Committee be paid an attendance fee of EUR 500 for each meeting of the Committee. Travel expenses will be reimbursed as invoiced.
Election of auditors and audit fee
PricewaterhouseCoopers Oy, a firm of authorised public accountants, was re-elected to serve as the company's auditors. The audit fee will be paid as invoiced.
Authorisation to repurchase the company's own shares
The General Meeting 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.
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.
The previous authorisation granted to the Board of Directors regarding repurchase of own shares expired simultaneously.
Sale of shares on joint book-entry account
The General Meeting resolved, in accordance with the Board of Directors' proposal, to sell shares on joint book-entry account, consisting of shares not transferred to the book-entry securities system, in total 10,570 shares, for the account of their owners. The Board of Directors was authorised to take all necessary measures required by the resolution.
Minutes of the meeting
The minutes of the General Meeting of shareholders will be available on Lemminkäinen's website as from 16 April 2012 at the latest.
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Lemminkäinen Group operates in all areas of the construction sector. The Group's operations are organised into four business sectors: building construction, infrastructure construction, technical building services and international operations. Net sales in 2011 were about EUR 2.3 billion, of which international operations accounted for roughly a third. The Group employs 8,400 people on average. Lemminkäinen Corporation's share is quoted on NASDAQ OMX Nordic Exchange Helsinki. www.lemminkainen.com