LASSILA & TIKANOJA PLC STOCK EXCHANGE RELEASE 15 NOVEMBER 2004
LASSILA & TIKANOJA PLC: DECISIONS OF EXTRAORDINARY GENERAL MEETING
The Extraordinary General Meeting of Shareholders of Lassila & Tikanoja plc held today on 15 November 2004 decided on a rights offering, an additional dividend of EUR 1.00 and a bonus issue.
1. ADDITIONAL DIVIDEND
The General Meeting approved the Board of Directors’ proposal that in addition to the dividend approved by the Annual General Meeting of Shareholders held on 18 March 2004, an additional dividend of EUR 1.00 per share be paid on the basis of the confirmed balance sheet for the financial year that ended on 31 December 2003.
The dividend will be paid to a shareholder registered in the company’s shareholder register maintained by the Finnish Central Securities Depository Ltd on the record date 18 November 2004. The dividend will be paid on 25 November 2004.
To the shareholders whose shares have not been transferred to the book-entry system by the record date of the additional dividend, the dividend will be paid only after the shares have been transferred to the book-entry system.
2. BONUS ISSUE
The General Meeting approved the Boards’ proposal that the company’s share capital be increased by a bonus issue of EUR 7,948,544 from EUR 7,948,544 to EUR 15,897,088 according to the following terms and conditions:
1. In the bonus issue, each share will entitle its holder to receive one (1) new share, without payment.
15,897,088 new shares will be issued. The book counter value of a share is EUR 0.50. An amount equalling the increase of the share capital will be added to the share capital by transferring EUR 7,948,544 from the share premium account.
2. The record date of the bonus issue is 18 November 2004. Shareholders who are entered in the company’s shareholder register on the record date shall have the right to the new bonus shares.
3. The bonus issue will be carried out in the book-entry system and no actions are required from the shareholders. The bonus issue will not cause proportional changes in the holding of the company’s shares or votes.
4. The new bonus shares will be entered in the shareholders’ book-entry accounts on 19 November 2004 provided that the increase of the share capital has been registered in the Trade Register.
5. The new bonus shares will entitle their holders to full dividends and other rights in the company conferred by the shares after the increase of the share capital has been registered in the Trade Register. The new bonus shares will not entitle to the additional dividend in accordance with the clause 1 or subscription for shares in the rights offering in accordance with the clause 4.
6. Shareholder who has not entered his shares in the book-entry system will be entitled to the new bonus shares only after the registration of his shares in the book-entry system has been made.
7. The terms and conditions of Lassila & Tikanoja plc’s 2002 stock option plan will be amended in such a way that the proportional share of the shares which can be subscribed for on the basis of the stock options will remain unchanged.
3. AMENDMENT OF ARTICLE 3 OF THE ARTICLES OF ASSOCIATION
The General Meeting approved the Boards’ proposal to amend the current Article 3 of the Articles of Association to the effect that:
1. The minimum share capital of the company shall be EUR ten million (10,000,000) and the maximum share capital EUR fifty million (50,000,000), within which limits the share capital may be increased or decreased without amendment of the Articles of Association and
2. The company shall have a minimum of twenty million (20,000,000) and a maximum of hundred million (100,000,000) shares, within which limits the amount of shares may be increased or decreased without an amendment of the Articles of Association.
4. INCREASING OF SHARE CAPITAL BY RIGHTS OFFERING
The General Meeting approved the Boards’ proposal that the share capital of the company be increased in a rights offering on the following terms and conditions:
1. The share capital will be increased by a rights offering at most by EUR 3,179,417 by offering the shareholders for subscription the maximum of 6,358,834 shares. The book counter value of a share is EUR 0.50.
2. The shares will be offered for subscription to the shareholders of the company in proportion to the their shareholding.
A shareholder who is registered in the company's shareholder register maintained by the Finnish Central Security Depository Ltd on the record date of 18 November 2004 will receive one (1) freely transferable subscription right as a book-entry for every share owned in the company on the record date.
A shareholder, or someone to whom such shareholder's subscription rights have been transferred is entitled to subscribe for two (2) new shares for every five (5) subscription rights. No fractions of shares can be subscribed for.
A shareholder may participate in the rights offering by subscribing for shares pursuant to the subscription rights entered in such shareholder's book-entry account and by paying the subscription price. In order to participate in the rights offering a shareholder must submit a subscription assignment in accordance with the instructions given by such shareholder's own custodian or account operator. Any exercise of the subscription right is irrevocable and may not be modified or cancelled.
3. The subscription period will commence on 23 November 2004 and expire at 6:00 p.m. Finnish time on 15 December 2004.
The shares not subscribed for pursuant to the subscription rights will not be offered for secondary subscription. Any subscription rights not exercised during the subscription period will expire without any compensation.
4. The share subscription price is EUR 7.50 per share. In the determination of the share subscription price a discount according to market practice has been taken into account in relation to the expected market price after the estimated effect of the additional dividend and bonus issue proposed to the General Meeting of Shareholders.
The subscription price of the share subscribed for shall be paid in full at the time of submitting the subscription assignment in accordance with the instructions given at the places of subscription or by the relevant custodian or account operator.
5. The new shares subscribed for in the rights offering will entitle their holders to full dividends and other rights in the company conferred by the shares after the increase of the share capital of the company has been registered in the Trade Register. The new shares will not entitle to the addional dividend in accordance with clause 1 nor the bonus issue in accordance with clause 2.
The new shares to be issued in the bonus issue in accordance with clause 2 will not entitle to the share subscription in the rights offering.
5. AMENDMENT OF TERMS AND CONDITIONS OF STOCK OPTIONS
The General Meeting approved the Boards’ proposal to amend clause II,5 of Lassila & Tikanoja plc’s stock option plan 2002 to the effect that the shares subscribed for on the basis of the stock options will entitle their holders to dividends and other rights conferred by the shares after the increase of the share capital has been registered in the Trade Register.
EFFECTS OF THE DECISIONS OF THE GENERAL MEETING OF SHAREHOLDERS ON THE STOCK OPTIONS ISSUED BY LASSILA & TIKANOJA
The dividend will reduce the share subscription prices of Lassila & Tikanoja plc’s 2002 stock option plan in accordance with its terms and conditions.
The bonus issue will double the number of shares that can be subscribed for pursuant to all stock options. This will be effected by doubling the number of outstanding stock options while the number of shares that can be subscribed for pursuant to each stock option remains unchanged. The doubling of the number of stock options will be effective in the book-entry securities system as of 19 November 2004. After this, the number of stock options 2002A listed on the main list of Helsinki Stock Exchange will be 118,440. More detailed information concerning the effects of the arrangements on the stock options will be published in a stock exchange release on 16 November 2004.
Helsinki, 15 November 2004
LASSILA & TIKANOJA PLC
Board of Directors
This stock exchange release is not an offer or solicitation to purchase or to subscribe for shares of Lassila & Tikanoja plc in any such jurisdiction where an offer or solicitation to purchase or to subscribe for shares would require registration or authority approval.
This stock exchange release must not be released or distributed in the United States. The shares of Lassila & Tikanoja plc have not been nor will they be registered under the United States Securities Act of 1933 and they may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.