Lemminkäinen and YIT will complete the merger
LEMMINKÄINEN CORPORATION CORPORATE RELEASE FEBRUARY 14, 2008 at 09.00 SUMMONS TO ANNUAL GENERAL MEETING OF LEMMINKÄINEN CORPORATION The shareholders of Lemminkäinen Corporation are summoned to attend the Annual General Meeting, which will be held at 3.00 p.m. on Friday, 14 March 2008 at Hote
LEMMINKÄINEN CORPORATION CORPORATE RELEASE FEBRUARY 14, 2008 at 09.00 SUMMONS TO ANNUAL GENERAL MEETING OF LEMMINKÄINEN CORPORATION The shareholders of Lemminkäinen Corporation are summoned to attend the Annual General Meeting, which will be held at 3.00 p.m. on Friday, 14 March 2008 at Hotel Palace, 10th floor, Eteläranta 10, 00130 Helsinki. Items on the agenda The Annual General Meeting will deal with those items specified in §11 of the Articles of Association and in Chapter 5, Section 3 of the Companies Act, and also the Board of Director's proposal for amendments to the Articles of Association of Lemminkäinen Corporation. Composition of the Board of Directors, remuneration and the Auditor The Board of Director's Nominating Committee proposes to the Annual General Meeting that - the number of Board members be confirmed as six, - the present members of the Board of Directors, i.e. Messrs. Berndt Brunow, Heikki Pentti, Teppo Taberman, Sakari Tamminen, and Ms. Kristina Pentti, be re-elected for the next term of office, - Mr. Juhani Mäkinen, Counsellor of Law, attorney, be elected to serve as a new member of the Board of Directors, and - a remuneration of EUR 3,000 per month be paid to the members of the Board of Directors and EUR 11,000 per month be paid to the Chairman of the Board. Counsellor of Law Juhani Mäkinen (51) is chairman of the Board of Directors and partner of Hannes Snellman Attorneys at Law Ltd. He is Board Member in e.g. the following companies: - Componenta Corporation, deputy chairman - Myllykoski Corporation, deputy chairman - Oy Karl Fazer Ab, member. On the recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that Authorised Public Accountants Firm PricewaterhouseCoopers Oy be elected Auditor, and that the Auditor's fees be paid according to invoice. Amendments to the Articles of Association The Board of Directors proposes to the Annual General Meeting that, due mainly to the regulations of the Companies Act that came into force on 1 September 2006 and the restructuring of Lemminkäinen Group, the current Articles of Association be amended as follows (the current article to which the proposed amendment applies is given in parentheses): - reword the regulation concerning the Company's business name and domicile (1 §) - amend the Company's field of activity so that the Company engages in its business either itself or through its subsidiaries (2 §) - remove the regulations concerning the Company's minimum and maximum share capital (3 §) - remove the regulations concerning the nominal share value and the record date procedure (4 §) - amend the regulation concerning the Company's Board of Directors (5 §) - amend the terminology concerning the Company's representation and combine 7 § and 8 § - amend the regulation concerning the financial year (10 §) - amend the agenda of the Annual General Meeting to conform with the new Companies Act (11 §) - amend the terminology concerning publication of the summons to attend a General Meeting (12 §) - amend the regulation concerning registration of participation in a General Meeting so that the deadline for notification is not earlier than ten days prior to the date of the meeting (13 §) - remove 14 § of the Articles of Association - amend the order of the articles and renumber them so that there are eleven in total. Right to participate in the meeting Shareholders registered as shareholders on 4 March 2008 in the Company's shareholders' register kept by the Finnish Central Securities Depository Ltd shall be entitled to attend the Annual General Meeting. Registration Shareholders wishing to attend the Annual General Meeting must notify the Company by 2 p.m. on Tuesday, 11 March 2008 at the latest. Notice of intention to attend the meeting may be given by telephoning Maritta Laitinen (+358 2071 53303). Written notices may be mailed to Lemminkäinen Corporation, Maritta Laitinen, P.O. Box 23, 00241 Helsinki, or sent by fax (+358 2071 53510), or e-mailed to maritta.laitinen@lemminkainen.fi. Notices of intention to attend the Annual General Meeting must arrive before the deadline stated above. Any instrument of proxy must also be submitted to the Company by the same deadline. Inspection of documents The financial statements and related documents as well as the Board of Directors' proposals will be available for inspection one week prior to the Annual General Meeting both at the Company's head office at Esterinportti 2, 00240 Helsinki and on the Company's website at www.lemminkainen.com. Copies of the documents will be sent to shareholders upon request. Proposal for distribution of profits The distributable funds of Lemminkäinen Group and the parent company, Lemminkäinen Corporation, at 31 December 2007 were EUR 238,399,846.06 and EUR 31,378,058.07, respectively. The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 1.80 per share, i.e. a total of EUR 30,638,250, be paid for the accounting period ending on 31 December 2007. The dividend will be paid to shareholders recorded in the Company's shareholders' register kept by the Finnish Central Securities Depository Ltd on the record date, which is 19 March 2008. The dividend payment date will be 28 March 2008. Helsinki, 13 February 2008 LEMMINKÄINEN CORPORATION Board of Directors