LASSILA & TIKANOJA PLC STOCK EXCHANGE RELEASE 23 FEBRUARY 2004
LASSILA & TIKANOJA BOARD’S PROPOSALS TO THE ANNUAL GENERAL MEETING
Lassila & Tikanoja’s Board of Directors has in its meeting today decided to propose the following to the Annual General Meeting to be held on 18 March 2004.
A PROPOSAL BY THE BOARD OF DIRECTORS TO AMEND THE ARTICLES OF ASSOCIATION
The Board of Directors proposes to the AGM that Article 5 of the Articles of Association will be amended to read as follows:
“The Board of Directors shall be responsible for the management of the Company and for the proper arrangement of the Company's operations. The Board of Directors shall consist of no less than three (3) and no more than seven (7) members elected by the General Meeting of Shareholders.
The term of the members of the Board of Directors expires at the end of the next Annual General Meeting of Shareholders following his/her election.
No person who is 70 years of age or older can be elected to the Board of Directors.
The Board of Directors elects from among its members a chairman and a vice chairman of the Board of Directors.”
COMPOSITION OF THE BOARD OF DIRECTORS
The Board of Directors proposes to the AGM that the number of the members of the Board of Directors be confirmed five (5). The Board proposes that the following members of the Board be re-elected to the Board of Directors: Mr Lasse Kurkilahti, CEO of Kemira Oyj and and Mrs Soili Suonoja, Teacher of Home Economics, MBA.
THE AUDITORS
The Board of Directors proposes to the AGM that Authorised Public Accountants PricewaterhouseCoopers be elected Auditors of the Company until the end of the following AGM.
Helsinki, 23 February 2004
LASSILA & TIKANOJA PLC
Board of Directors
Juhani Maijala, Chairman
For additional information please contact Mr. Jari Sarjo, President and CEO, tel. +358 10 636 2810.
APPENDIX
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
The shareholders of Lassila & Tikanoja plc are invited to attend the Annual General Meeting of Shareholders which will be held on Thursday, 18 March 2004, at 4 p.m. in the Kansallissali, Aleksanterinkatu 44, Helsinki.
The following issues will be on the agenda of the Meeting:
1. A PROPOSAL BY THE BOARD OF DIRECTORS TO AMEND THE ARTICLES OF ASSOCIATION
The Board of Directors proposes that Article 5 of the Articles of Association will be amended as follows:
“The Board of Directors shall be responsible for the management of the Company and for the proper arrangement of the Company's operations. The Board of Directors shall consist of no less than three (3) and no more than seven (7) members elected by the General Meeting of Shareholders.
The term of the members of the Board of Directors expires at the end of the next Annual General Meeting of Shareholders following his/her election.
No person who is 70 years of age or older can be elected to the Board of Directors.
The Board of Directors elects from among its members a chairman and a vice chairman of the Board of Directors.”
2. THE ISSUES PERTAINING TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNDER ARTICLE 14 OF THE ARTICLES OF ASSOCIATION
COMPOSITION OF THE BOARD OF DIRECTORS
The Board of Directors proposes to the AGM that the number of the members of the Board of Directors be confirmed five (5). The Board proposes that the following members of the Board be re-elected to the Board of Directors: Mr Lasse Kurkilahti, CEO of Kemira Oyj and and Mrs Soili Suonoja, Teacher of Home Economics, MBA.
THE AUDITORS
The Board of Directors proposes to the AGM that Authorised Public Accountants PricewaterhouseCoopers be elected Auditors of the Company until the end of the following AGM.
DOCUMENTS FOR THE MEETING
The Financial Statements and the proposals by the Board of Directors will be available to shareholders with the beginning on 11 March 2004 at the head office of the Company in Helsinki at Hopeatie 2. Copies of the documents will be sent to shareholders on request. The Annual Report will be mailed to the shareholders.
RIGHT TO ATTEND THE MEETING
Shareholders who were entered in the Company shareholder register maintained by the Finnish Central Securities Depository Ltd on 8 March 2004 are entitled to attend the Annual General Meeting.
Shareholders whose shares have not been transferred to the book-entry system are also entitled to attend the Annual General Meeting provided that they were registered in the shareholder register of the Lassila & Tikanoja plc demerged on 30 September 2001 (business ID 0110679-8) before 1 November 1993. In such cases, shareholders must present their share certificates at the Annual General Meeting or otherwise demonstrate that title to the shares has not been transferred to the book-entry account.
NOTIFICATION
Shareholders who wish to attend the Annual General Meeting of Shareholders shall notify the Company not later than on Friday 12 March 2004 at 4 p.m. by telephone to +358 10 636 2882/Taru Määttä, by writing to the following address: Lassila & Tikanoja plc, P.O. Box 28, 00441 Helsinki, by fax to +358 10 636 2899 or by e-mail to the address taru.maatta@lassila-tikanoja.fi. Please deliver any powers of attorney by the end of the notification period to the same address.
PAYMENT OF THE DIVIDEND
The Board of Directors proposes to the Annual General Meeting of Shareholders that a dividend of EUR 1.20 per share be paid for the 2003 financial year. The dividend decided on by the Annual General Meeting of Shareholders will be paid to a shareholder registered in the Company shareholder register maintained by the Finnish Central Securities Depository Ltd on the record day. In accordance with the decision of the Board of Directors, the record day for payment of the dividend is 23 March 2004. The Board of Directors proposes to the Annual General Meeting that the dividend be paid on 30 March 2004.
Helsinki, 23 February 2004
LASSILA & TIKANOJA PLC
Board of Directors