Lemminkäinen and YIT will complete the merger
LEMMINKÄINEN CORPORATION STOCK EXCHANGE BULLETIN 12.2.2010, 09.00 NOTICE TO THE ANNUAL GENERAL MEETING Notice is given to the shareholders of Lemminkäinen Corporation that the Annual General Meeting will be held on Friday, 16 April 2010 at 10.00 a.m. at HCT Helsinki Auditorium, Tammasaarenkatu 1-5, 00180 Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 9.00 a.m. A. Matters on the agenda of the Annual G
LEMMINKÄINEN CORPORATION STOCK EXCHANGE BULLETIN 12.2.2010, 09.00 NOTICE TO THE ANNUAL GENERAL MEETING Notice is given to the shareholders of Lemminkäinen Corporation that the Annual General Meeting will be held on Friday, 16 April 2010 at 10.00 a.m. at HCT Helsinki Auditorium, Tammasaarenkatu 1-5, 00180 Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 9.00 a.m. A. Matters on the agenda of the Annual General Meeting The following matters will be considered at the General Meeting: 1. Opening of the meeting 2. Calling the meeting to order 3. Election of the persons to confirm the minutes and to supervise the counting of votes 4. Recording the legal convening of the Meeting and the establishment of a quorum 5. Recording the attendance at the meeting and adoption of the list of votes 6. Presentation of the 2009 financial statements, consolidated financial statements, report of the Board of Directors and Auditor's Report Review by the President & CEO 7. Adoption of the financial statements and consolidated financial statements 8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend The Board of Directors proposes that no dividend be paid for the financial year 2009. 9.Resolution on the discharge of the members of the Board of Directors and the CEO from liability 10. Resolution on the remuneration of the members of the Board of Directors The Board of Directors' Nomination Committee proposes to the General Meeting that the remuneration payable to the members of the Board of Directors should be as follows: EUR 10,000 per month for the Chairman and EUR 3,000 per month for each member, as well as an additional fee of EUR 500 for each meeting attended. In addition, the Nomination 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. 11. Resolution on the number of members of the Board of Directors The Board of Directors' Nomination Committee proposes to the General Meeting that the number of members of the Board of Directors be six. 12. Election of members of the Board of Directors The Board of Directors' Nomination Committee proposes to the General Meeting that the current members of the Board of Directors, Messrs. Berndt Brunow, Juhani Mäkinen, Mikael Mäkinen, Heikki Räty, Teppo Taberman and Mrs. Kristina Pentti-von Walzel be re-elected to serve for the next term. 13. Resolution on the remuneration of the Auditor The Board of Directors proposes to the General Meeting on the basis of the Audit Committee's recommendation that the Auditor's fees be paid as billed. 14. Election of the Auditor The Board of Directors proposes to the General Meeting on the basis of the Audit Committee's recommendation that the Authorised Public Accounting firm PricewaterhouseCoopers Oy be re-elected as the company's Auditor. 15. Proposal by the Board of Directors' to amend the Articles of Association The Board of Directors proposes to the General Meeting that it resolve to amend the regulation in the Articles of Association concerning the timing of the delivery of the notice to the General Meeting so that it agrees with the Companies Act currently in force. The article in question would be amended to read as follows: 9§ Notice of a General Meeting The notice of a General Meeting shall be delivered by way of a notice in one or several newspapers determined by the Board of Directors appearing in Helsinki. The notice of the General Meeting shall be delivered not earlier than three (3) months and not later than three (3) weeks prior to the General Meeting, and in any event at least nine (9) days prior to the record date of the General Meeting. 16. Closing of the meeting B. Documents of the General Meeting The above-mentioned proposals of the Board of Directors and its Committees relating to the agenda of the General Meeting as well as this notice 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, will be available on the above-mentioned website not later than 26 March 2010. The proposals of the Board of Directors and the financial statements will also be available at the meeting. Copies of these documents and this notice will be sent to shareholders upon request. The minutes of the General Meeting will be available on above-mentioned website from 30 April 2010. C. Instructions for the participants in the General Meeting 1. The right to participate and registration Each shareholder, who on 6 April 2010 is registered in the shareholders' register of the company held by Euroclear Finland Ltd., has the right to participate in the General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders' register of the company. A shareholder who wants to participate in the General Meeting shall register for the meeting not later than 4.00 p.m. on Tuesday, 13 April 2010 by giving a prior notice of participation. Such notice can be given by email to pirjo.favorin@lemminkainen.fi, by phone +358 2071 53378, by fax +358 2071 53510 or by mail to Lemminkäinen Corporation, Pirjo Favorin, P.O. Box 169, 00181 Helsinki. In connection with the registration, a shareholder shall give his/her name, personal identification number, address, telephone number, as well as the name and personal identification number of any assistant . The personal data given to the company is used only in connection with the General Meeting and with the processing of related registrations. Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the General Meeting has the right to request information concerning the matters dealt with at the meeting. 2. Proxy representative 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 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 General Meeting. If a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting. Possible proxy documents should be delivered as originals to Lemminkäinen Corporation, Pirjo Favorin, P.O. Box 169, 00181 Helsinki, Finland before the last date for registration. 3. Holders of nominee-registered shares Holders of nominee-registered shares are advised to request the necessary instructions regarding the registration in the shareholders' register of the company, the issuing of proxy documents, and registration for the General Meeting in good time from his/her custodian bank. The account management organization of the custodian bank will enter a holder of nominee-registered shares who wishes to participate in the General Meeting to be temporarily entered into the shareholders' register of the company at the latest at 10.00 a.m. on 13 April 2010. 4. Other information On the date of this notice to the Annual General Meeting the total number of shares and votes in Lemminkäinen Corporation is 17,021,250. Helsinki, 12 February 2010 LEMMINKÄINEN CORPORATION Board of Directors Distribution: NASDAQ OMX Helsinki Ltd 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 2009 were approx. EUR 2.0 billion, of which international operations accounted for over a quarter. The Group employs about 8,600 people. Lemminkäinen Corporation's share is quoted on NASDAQ OMX Helsinki Ltd. www.lemminkainen.com