Lemminkäinen - Notice to the Annual General Meeting
HELSINKI, Feb 09, 2017 /PRNewswire/ --
Lemminkäinen Corporation - Stock Exchange Release - 9 February 2017 At 8:15 A.M.
Notice is given to the shareholders of Lemminkäinen Corporation to the Annual General Meeting which will be held on Tuesday, 28 March 2017 at 4 p.m. at the premises of Varma Mutual Pension Insurance Company, Salmisaarenranta 11, Helsinki, Finland.
The reception of persons who have registered for the meeting and the distribution of voting tickets will commence and coffee will be served at 3 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 2016
Review by the President and 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 resolved to propose to the Annual General Meeting that a EUR 0.66 dividend per share, i.e. EUR 15,325,134.00 in total, will be paid for the financial year ended on 31 December 2016.
9. Resolution on the discharge of the members of the Board of Directors and the President and 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 members of the Board of Directors are paid the following fixed annual fee for the term of office ending at the conclusion of the next Annual General Meeting:
- Chairman of the Board: EUR 120,000
- Vice Chairman of the Board and the Chairman of the Audit Committee: EUR 54,000
- Members: EUR 42,000
In addition, the Board members shall be paid an attendance fee of EUR 500 per Board meeting and the Audit Committee members shall be paid an attendance fee of EUR 500 per 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 Board of Directors' Nomination Committee proposes to the General Meeting that the number of members of the Board of Directors be eight.
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, Finn Johnsson, Juhani Mäkinen, Kristina Pentti-von Walzel, Heppu Pentti and Heikki Räty, be re-elected to serve for the next term. The Board of Directors' Nomination Committee proposes that Harri-Pekka Kaukonen 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 and approved.
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 Accountants PricewaterhouseCoopers Oy 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 2,321,990 own shares, which corresponds to 10 per cent of all the current shares of the company, however taking into account the provisions of the Finnish Limited Liability 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 existing shareholdings of the shareholders. The shares shall be purchased in public trading at the prevailing market price. The purchases shall be carried out on Nasdaq 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 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. 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 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 4,643,980 shares. The proposed 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 proposed to remain effective for a period of 18 months from the resolution of General Meeting. The previous authorisation regarding a share issue and an issue of special rights shall expire simultaneously.
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 7 March 2017. 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 11 April 2017.
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 on 16 March 2017 registered 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 on Thursday 23 March 2017 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 telephone +358 2071 53378; or
c) by regular mail to Lemminkäinen Corporation, Pirjo Favorin, P.O. Box 169, 00181 Helsinki.
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 the proxy representative. The personal data given to Lemminkäinen Corporation is used only in connection with the General Meeting and 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 16 March 2017, 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 23 March 2017 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 Finnish Limited Liability 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 23,219,900 shares and votes.
Helsinki, 9 February 2017
Lemminkäinen Corporation
Board of Directors
Additional information:
Johan Nybergh,
General Counsel
Tel. +358 2071-54811
E-mail: johan.nybergh@lemminkainen.com
Distribution:
Nasdaq Helsinki Ltd
Key media
www.lemminkainen.com
Lemminkäinen is an expert in complex infrastructure construction and building construction in Northern Europe and one of the largest paving companies in its market. Together with our customers and 4,700 professionals we employ, we build a sustainable society. In 2016, our net sales were EUR 1.7 billion. Lemminkäinen Corporation's share is quoted on Nasdaq Helsinki Ltd. www.lemminkainen.com
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