Back

Summons to the annual general meeting

LEMMINKÄINEN CORPORATION CORPORATE RELEASE FEBRUARY 12, 2009 AT 9.00 SUMMONS TO THE ANNUAL GENERAL MEETING The shareholders of Lemminkäinen Corporation are hereby summoned to attend the Annual General Meeting, which will be held at 3:00 p.m. on Tuesday, 17 March 2009 at Hotel Palace, 10th floor, Eteläranta 10, 00130 Helsinki, Finland. The reception of registered shareholders and the distribution of voting slips

LEMMINKÄINEN CORPORATION    CORPORATE RELEASE      FEBRUARY 12, 2009 AT 9.00    


SUMMONS TO THE ANNUAL GENERAL MEETING                                           

The shareholders of Lemminkäinen Corporation are hereby summoned to attend the  
Annual General Meeting, which will be held at 3:00 p.m. on Tuesday, 17 March    
2009 at Hotel Palace, 10th floor, Eteläranta 10, 00130 Helsinki, Finland.       

The reception of registered shareholders and the distribution of voting slips   
will commence at 2:00 p.m.                                                      

A. Matters on the agenda of the Annual General Meeting 

The following matters will be considered at the Annual General Meeting:         

1. Opening of the Meeting 

2. Matters of order for the Meeting 

3. Election of the person to confirm the minutes 

4. Election of persons to verify the counting of votes 

5. Recording the legal convening of the Meeting and the establishment of a
quorum 

6. Recording the attendance at the Meeting and adoption of the list of votes 

7. Presentation of the financial statements, consolidated financial statements, 
Report of the Board of Directors and Auditor's report for the accounting period 
1.1.-31.12.2008.                                                                
- Presentation of the Review by the Managing Director                           

8. Adoption of the financial statements 

9. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend 
Lemminkäinen Corporation's Board of Directors proposes to the Annual            
General Meeting that a dividend of EUR 0,90 per share, i.e. a total of EUR      
15,319,125 be paid based on the adopted balance sheet for the accounting period 
ending 31 December 2008. The dividend will be paid to shareholders recorded in  
the Company's register of shareholders kept by Euroclear Finland Ltd on the     
record date, i.e. 20 March 2009. The Board of Directors proposes that the       
dividend be paid on 27 March 2009.                                              

10. Resolution on the discharge of the members of the Board of Directors and
the Managing Director from liability 

11. Resolution on the remuneration of the members of the Board of Directors 
The Board of Directors' Nominating Committee proposes to the Annual General
Meeting that the remuneration payable to the members of the Board of Directors
should be as follows: EUR 10,000 for the Chairman and EUR 3,000 for each
member, as well as an attendance fee of EUR 500 for each meeting. In addition,
the Committee proposes that the members of the Audit Committee be paid an
attendance fee of EUR 500 for each Audit Committee meeting. It is also proposed
that travel expenses be compensated as billed. 

12. Resolution on the number of members of the Board of Directors 
The Board of Directors' Nominating Committee proposes to the Annual General
Meeting that the number of Board members be six. 

13. Election of members of the Board of Directors 
The Board of Directors' Nominating Committee proposes to the Annual General
Meeting that the current members of the Board of Directors, Mr. Berndt Brunow,
Mr. Juhani Mäkinen, Ms. Kristina Pentti-von Walzel and Mr. Teppo Taberman be
re-elected to serve for the next term. From the current Board members, Mr.
Sakari Tamminen has not consented to be available for the election. The
Committee proposes that Messrs. Mikael Mäkinen, the President and CEO of
Cargotec Corporation, and Heikki Räty, a strategic management and financial
consultant, be elected to serve as new members of the Board. All of the persons
proposed have given their consent for the position. Information on the persons
proposed for Board membership is available on Lemminkäinen Corporation's
website at www.lemminkainen.com. 
                                                                                
14. Resolution on the remuneration of the Auditor 
The Board of Directors proposes to the Annual General Meeting on the basis of
the Audit Committee's recommendation that the Auditor's fees be paid as per an
approved invoice. 

15. Election of the Auditor 
The Board of Directors proposes to the Annual General Meeting on the basis of
the Audit Committee's recommendation that PricewaterhouseCoopers Oy be
re-elected as the Company's Auditor. 

16. Closing of the Meeting 

B. Documents of the Annual General Meeting                                      

The financial statement bulletin and the report of the Board of Directors       
included therein as well as this summons including the proposals of the Board of
Directors and the Committees that are on the agenda of the Annual General       
Meeting are available on the Company's website at www.lemminkainen.com. The     
Annual Report, which includes the Company's financial statements, the report of 
the Board of Directors and the Auditor's report, is available on the            
above-mentioned website no later than during the week commencing 2 March 2009.  
The proposals of the Board of Directors and the financial statements will also  
be available at the Annual General Meeting. Copies of these documents and this  
summons will be sent to shareholders upon request. The minutes of the Meeting   
will be available on the above-mentioned website as from 31 March 2009.         

C. Instructions for shareholders attending the Annual General Meeting           

1. The right to participate and registration                                    
The right to participate in the Annual General Meeting is restricted to those   
shareholders who, on 7 March 2009, are recorded in the Company's register of    
shareholders kept by Euroclear Finland Ltd. A shareholder whose shares are      
registered on his/her personal book-entry account is recorded in the Company's  
register of shareholders.                                                       

Shareholders wishing to attend the Annual General Meeting must inform the       
Company of their intention to do so by registering no later than 4.00 p.m. on   
Thursday, 12 March 2009. Such registrations may be made by phoning Pirjo        
Favorin, tel. +358 2071 53378, or by mail to Lemminkäinen Corporation, Pirjo    
Favorin, P.O. Box 23, 00241 Helsinki, or by fax +358 9 148 2129, or by email to 
pirjo.favorin@lemminkainen.fi.                                                  

In connection with the registration, a shareholder shall give his/her name,     
personal identification number, address, telephone number, and the name of any  
accompanying assistant. Personal information given to Lemminkäinen Corporation  
will be used only in connection with the Meeting and the processing of necessary
related registrations.                                                          

Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is    
present at the Meeting has the right to request information concerning the      
matters considered at the Meeting.                                              

2. Proxy representative and powers of attorney                                  
A shareholder may participate in the Annual General Meeting and exercise his/her
rights at the Meeting by way of proxy representation. A proxy representative    
shall either produce a dated proxy document or demonstrate in some other        
reliable manner his/her right to represent the shareholder at the Annual General
Meeting. Original proxy documents should be sent to the Company before the last 
date for registration.                                                          

3. Holders of nominee-registered shares                                         
A holder of nominee-registered shares who wishes to participate in the Annual   
General Meeting must be entered into the Company's register of shareholders on  
the record date of the Meeting, i.e. 7 March 2009. Holders of nominee-registered
shares are advised to request the necessary instructions regarding inclusion in 
the register of shareholders, the issuing of proxy documents, and registration  
for the Annual General Meeting from his/her custodian bank.                     

4. Other information                                                            
On the date of this summons to the Annual General Meeting the total number of   
shares and votes in Lemminkäinen Corporation is 17,021,250.                     

Helsinki, 12 February 2009                                                      

LEMMINKÄINEN CORPORATION                                                        
Board of Directors                                                              


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