Notice to the annual general meeting

LEMMINKÄINEN CORPORATION    STOCK EXCHANGE RELEASE    28 FEBRUARY 2013 AT 9 A.M.

 

NOTICE TO THE ANNUAL GENERAL MEETING

Notice is given to the shareholders of Lemminkäinen Corporation to the Annual General Meeting which will be held on Tuesday, 9 April 2013 at 3 p.m. at Finlandia Hall, Helsinki-hall, Mannerheimintie 13, Helsinki, Finland (entrances K3 and M3).

The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 2 p.m.

A. Matters to be considered at the General Meeting

The following matters will be considered at the General Meeting:

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 2012

Review by the President & CEO

7. Adoption of the financial statements and consolidated financial statements

8. Use of the profit shown on the balance sheet and resolution on the dividend distribution

The Board of Directors proposes to the General Meeting that a dividend of EUR 0.60 per share shall be paid for the financial year ended on 31 December 2012. The dividend will be paid to a shareholder who is registered on the record date, i.e. on 12 April 2013, in the shareholders' register of the company held by Euroclear Finland Ltd. The Board of Directors proposes that the dividend be paid on 19 April 2013.

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 shall be paid an attendance fee of EUR 1,000 and the members of the Audit Committee shall be paid an attendance fee of EUR 500 for each Audit Committee meeting. Members residing abroad are proposed to be paid the attendance fee increased by EUR 1,000. In addition to the above, it is proposed that travel expenses are reimbursed as invoiced.

11. Resolution on the number of members of the Board of Directors

The Nomination Committee of the Board of Directors proposes to the General Meeting that the number of members of the Board of Directors be six.

12. Election of the 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, Noora Forstén, Juhani Mäkinen, Kristina Pentti-von Walzel and Heikki Räty, be re-elected to serve for the next term. From the current Board members Mikael Mäkinen has not consented to be available for the election. The Committee proposes that Finn Johnsson be elected to serve as new member of the Board. Information on the persons 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 the 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 LLC be 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 authorise the Board of Directors to resolve on the repurchase of the company's own shares, in one or several instalments, using the unrestricted shareholders' equity of the Company. The authorisation is proposed to cover a maximum of 1.000.000 own shares, however taking into account 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 also includes 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 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. Authorisation of the Board of Directors to resolve on a share issue and an issue of special rights

The Board of Directors proposes to the Annual 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 3,900,000 shares. The proposed maximum number corresponds to approximately 20 per cent 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 determined by the Board of Directors. The authorisation is proposed to remain effective for period of 18 months from the resolution of General Meeting. The previous authorisation, granted to the Board of Directors by the Extraordinary General Meeting in 2009, regarding a share issue and an issue of special rights shall expire simultaneously.

17. Amendment of the Articles of Association

The Board of Directors proposes to the Annual General Meeting that the General Meeting resolve to amend section 9 of the Articles of Association.

It is proposed to amend section 9 in a way that the notice to the General Meeting be published on the Company's website. In addition to this, the Board of Directors could decide that  the notice to the General Meeting be published in a newspaper.

The amended section 9 would read as follows:

The General Meeting is convened by publishing the notice to the meeting on the Company's website no earlier than three (3) months and no later than three (3) weeks prior to the General Meeting and, however, always at least nine (9) days prior to the record date of the General Meeting. In addition, a summary of the notice may be published in one or more newspapers.

18. 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 19 March 2013. 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 23 April 2013.

C. Instructions for the participants in the General Meeting

1. Right to participate and registration of the shareholders registered in the shareholders' register

Each shareholder, who is registered on 26 March 2013 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 4 April 2013 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.favorin@lemminkainen.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. Holder 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 26 March 2013, 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 4 April 2013 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 expiration of the registration period.

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 19,650,176 shares and votes.

Helsinki, 27 February 2013

 

LEMMINKÄINEN CORPORATION
Board of Directors


ADDITIONAL INFORMATION:
Johan Nybergh, Senior Vice President, Legal Affairs
Tel. +358 2071 54811
johan.nybergh@lemminkainen.com


DISTRIBUTION:
NASDAQ OMX Helsinki
Key media
www.lemminkainen.com

Lemminkäinen Group operates in all areas of the construction sector. The Group's business segments are building construction, infrastructure construction, technical building services and international operations. Net sales in 2012 were about EUR 2.3 billion, of which international operations accounted for roughly 40 per cent. The Group employs an average of 8,200 people. Lemminkäinen Corporation's share is quoted on NASDAQ OMX Nordic Exchange Helsinki. www.lemminkainen.com