On March 31, 2010, the Annual General Meeting authorised Lassila & Tikanoja plc’s Board of Directors to make decisions on the repurchase of the company’s own shares and on the issuance shares.
Authorising the Board of Directors to decide on the repurchase of the Company’s own shares
The Annual General Meeting authorised the Board of Directors to repurchase Company shares under the following terms and conditions:
The Board of Directors is authorised to repurchase a maximum of 500,000 Company shares (1.3% of the total number of shares) using the Company’s unrestricted equity. Shares will be repurchased otherwise than in proportion to the existing shareholdings of the Company’s shareholders in public trading on the NASDAQ OMX Helsinki Ltd (“Stock Exchange”) at the market price quoted at the time of the repurchase. Shares will be acquired and paid for in accordance with the rules of the Stock Exchange and the Euroclear Finland Ltd.
The purpose of the share repurchase is to develop the Company’s capital structure and/or to use the shares to finance potential acquisitions or other business arrangements, as part of the Company’s share-based incentive programme, or to finance investments. The Company may retain the repurchased shares, or cancel or transfer them.
The Board of Directors will decide on other terms related to the share repurchase.
The authorisation will be effective for 18 months until 30 September 2011 and it revokes the authorisation for the repurchase of the Company’s own shares issued by the Annual General Meeting 2009.
Authorising the Board of Directors to decide on the issuance of shares
The Annual General Meeting authorised the Board of Directors to decide on the transfer of Company shares under the following terms and conditions:
The Board of Directors is authorised to transfer a maximum of 500,000 Company shares. The Company shares held by the Company may be transferred either against payment (“Share issue involving payment”) or without payment. The amount payable for the shares to be transferred shall be recognised under unrestricted equity.
Shareholders have pre-emptive rights to the issued shares in proportion to their current shareholding in the Company. The shareholders’ pre-emptive rights may be waived by means of a private placement if the Company has significant financial reasons for doing so, such as using the shares to finance potential acquisitions or other business arrangements, as part of the Company’s share-based incentive programme, or to finance investments.
The Board of Directors will decide on other matters related to the share issues.
The share issue authorisation will be effective for 4 years until 30 March 2014 and it revokes the share issue authorisation issued by the Annual General Meeting 2009.
The Board of Directors is not authorised to effect any share issues or to launch a convertible bond or share option rights.