Resolutions of Lemminkäinen Corporation's Annual General Meeting
LEMMINKÄINEN CORPORATION STOCK EXCHANGE RELEASE 25 MARCH 2015 AT 4:15 P.M.
RESOLUTIONS OF LEMMINKÄINEN CORPORATION'S ANNUAL GENERAL MEETING
On 25 March 2015, Lemminkäinen Corporation's Annual General Meeting adopted the company's annual accounts and consolidated financial statements for 2014 and granted the members of the Board of Directors as well as the persons having acted as the President and CEO and the Interim President and CEO discharge from liability.
Payment of dividend
The General Meeting resolved, in accordance with the Board of Directors' proposal, that no dividend be paid for the financial year ended on 31 December 2014.
Board membership and remuneration
The General Meeting confirmed the number of members of the Board of Directors as seven. Berndt Brunow, Noora Forstén, Finn Johnsson, Juhani Mäkinen, Kristina Pentti-von Walzel, Heikki Räty and Heppu Pentti 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 attended. 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. In addition, it was resolved that the members residing abroad are to be paid the attendance fee increased by EUR 1,000. Travel expenses will be reimbursed as invoiced.
Election of the auditor and audit fee
PricewaterhouseCoopers Oy, a firm of authorised public accountants, was re-elected to serve as the company's auditor. The audit fee will be paid as invoiced and approved.
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 2,321,990 own shares, which corresponds to 10 per cent of all the current shares of the company, 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.
Authorisation of the Board of Directors to resolve on a share issue and an issue of special rights
The General Meeting resolved, in accordance with the Board of Directors' proposal, 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 4,643,980 shares. The maximum number corresponds to 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 in force for a period of 18 months from the resolution of the General Meeting. The previous authorisation granted to the Board of Directors regarding a share issue and an issue of special rights expired simultaneously.
Minutes of the meeting
The minutes of the General Meeting of shareholders will be available on Lemminkäinen's website as from 8 April 2015 at the latest.
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NASDAQ OMX Helsinki
Together with our customers we create conditions that make living, working and travelling functional, safe and healthy. We operate in Northern Europe and employ about 5,600 professionals. In 2014, our net sales were about EUR 2.0 billion. Lemminkäinen Corporation's share is quoted on NASDAQ OMX Nordic Exchange Helsinki. www.lemminkainen.com