Lemminkäinen and YIT will complete the merger
LEMMINKÄINEN CORPORATION STOCK EXCHANGE BULLETIN 8.10.2009 AT 9.00 NOTICE OF EXTRAORDINARY GENERAL MEETING Notice is given to the shareholders of Lemminkäinen Corporation of the Extraordinary General Meeting, which will be held at 10 am on Thursday, 12 November 2009, in the auditorium of Varma, at the address Salmisaarenranta 11, 00180 Helsinki. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 9 am. A. MATTERS ON THE AG
LEMMINKÄINEN CORPORATION STOCK EXCHANGE BULLETIN 8.10.2009 AT 9.00 NOTICE OF EXTRAORDINARY GENERAL MEETING Notice is given to the shareholders of Lemminkäinen Corporation of the Extraordinary General Meeting, which will be held at 10 am on Thursday, 12 November 2009, in the auditorium of Varma, at the address Salmisaarenranta 11, 00180 Helsinki. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 9 am. A. MATTERS ON THE AGENDA OF THE GENERAL MEETING The following matters will be considered at the meeting: 1. Opening of the meeting 2. Calling the meeting to order 3. Election of 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. Authorisation of the Board of Directors to resolve on a share issue and an issue of special rights entitling to shares The Board of Directors proposes to the Extraordinary 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 4,200,000 shares. The proposed maximum number corresponds to approximately 25 percent 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. It is proposed that the authorisation include the Board of Directors' right 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. It is proposed that the authorisation 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 be in force for five (5) years from the resolution of the General Meeting. 7. Authorisation of the Board of Directors to resolve on acquisition of the company´s own shares The Board of Directors proposes that the General Meeting authorise the Board of Directors to resolve on the acquisition of own shares, in one or several instalments, using the unrestricted shareholders´ equity of the company. The authorisation is proposed to cover a maximum of 1,700,000 own shares, subject to the provisions of the Finnish Companies Act on the maximum amount of own shares. The proposed maximum number corresponds to approximately 10 percent of all the current shares of the Company. The Board of Directors may resolve to acquire shares also otherwise than in proportion to the holdings of the shareholders. The shares shall be acquired in public trading at market price. The acquisition shall be carried out on NASDAQ OMX Helsinki Ltd. in accordance with its rules and regulations. The authorisation is proposed to be in force for a period of 18 months from the resolution of the Extraordinary General Meeting. 8. Closing of the meeting B. DOCUMENTS The above mentioned proposals by the Board of Directors, this notice, the latest financial statements, annual report and auditors' report of the company, the resolution on distribution of assets adopted after the end of the financial period ended on 31 December 2008, the interim reports for the first and second quarter this year and the statement by the Board of Directors on the events occurring after the interim report for the second quarter and having an essential effect on the state of the company are available on the company's website at www.lemminkainen.com. The documents will also be available at the General Meeting and copies of them will be sent to shareholders upon request. The minutes of the General Meeting will be on display on the above mentioned website at the latest from 26 November 2009 onwards. C. INSTRUCTIONS TO PARTICIPANTS 1. Right to participate and registration A shareholder, who is registered on the record date of the General Meeting 2 November 2009 as a shareholder in the company's shareholders' register maintained by Euroclear Finland Ltd, has the right to participate in the meeting. A shareholder, whose shares have been entered into his/her personal book-entry account, is registered into the company's shareholders' register. A shareholder, who wants to participate in the General Meeting, shall register for the meeting no later than 9 November 2009 at 4 pm by letter to the address Lemminkäinen Corporation, Pirjo Favorin, P.O.Box 169, 00181 Helsinki or by telephone +358 2071 53378 or by telefax +358 2071 53510 or by email pirjo.favorin@lemminkainen.fi. The registration letter or message must have arrived prior to the expiration of the registration period. 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. The personal data given to Lemminkäinen Corporation is used only in connection with the General Meeting and with the processing of related registrations. A shareholder present at the General Meeting has a right to request information on matters to be considered at the General Meeting in accordance with Chapter 5, Section 25 of the Finnish Companies Act. 2. Proxy representation 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 shareholder may have several proxy representatives, who represent the shareholder with shares booked on different book-entry accounts. In such case the shares represented by each proxy representative shall be notified in connection with the registration. 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. Any powers of attorney are requested to be sent in original to the company prior to the expiration of the registration period. 3. Holders of nominee registered shares A shareholder whose shares are nominee registered and who wants to participate in the Extraordinary General Meeting must give notice for temporary entry into the company's shareholders' register for participation in the General Meeting at the latest on the date of registration for the General Meeting 9 November 2009, if the shareholder, on the basis of the same shares, was entitled to be recorded in the company's shareholders' register on the record date of the General Meeting 2 November 2009. A shareholder whose shares are nominee registered is considered to be registered for the General Meeting, when he/she is notified for temporary entry into the shareholders' register as described above. A shareholder whose shares are nominee registered is advised to request necessary instructions regarding the registration in the shareholders' register, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank. 4. Other information On the date of the notice to the General Meeting the total number of shares and votes on the company is 17,021,250. Helsinki, 8 October 2009 LEMMINKÄINEN CORPORATION The Board of Directors ADDITIONAL INFORMATION: President and CEO Timo Kohtamäki Lemminkäinen Corporation tel. +358 2071 53263 CFO Robert Öhman Lemminkäinen Corporation tel. +358 2071 53515 DISTRIBUTION: NASDAQ OMX Helsinki Key media www.lemminkainen.com Lemminkäinen Group operates in all areas of the construction sector. The Group's business sectors are building construction, infrastructure construction, technical building services, and building products. Net sales in 2008 were approx. EUR 2.5 billion, of which international operations accounted for over a quarter. The Group employs about 9,800 people. Lemminkäinen Corporation's share is quoted on NASDAQ OMX Helsinki Ltd. www.lemminkainen.com