Invitation to the Annual General Meeting of Lännen Tehtaat plc
LÄNNEN TEHTAAT plc, invitation to the Annual General Meeting, 5 March 2013 at 9.00 Annual General Meeting to be held on 26 March 2013 at 14.00 LÄNNEN TEHTAAT plc, invitation to the Annual General Meeting, 5 March 2013 at 9.00
Annual General Meeting to be held on 26 March 2013 at 14.00
The company’s shareholders are hereby invited to the Annual General Meeting, which will be held on Tuesday 26 March 2013 at 14.00 in Lännen Tehtaat plc’s ‘Myllynkivi’ staff restaurant at Iso-Vimma, Säkylä. Reception of those who have registered for the meeting and the distribution of voting tickets will commence at 12.00 noon.
A. The following items will be dealt with at the meeting:
1. Opening of the meeting
2. Election of chairman for the meeting
3. Election of secretary for the meeting
4. Declaring the meeting legal and quorate
5. Appointment of persons to inspect the minutes and to count the votes
6. Order of business and addressing the meeting
7. Declaring attendance and the voting list
8. Presentation of the financial statements for 2012
9. Presentation of the auditor’s report
10. Presentation of the Supervisory Board’s statement based on the financial statements, Board of Directors’ report and auditor’s report
11. Adoption of the financial statements and consolidated financial statements
12. Distribution of the profits shown on the balance sheet and resolution on the payment of dividends
The Board of Directors proposes that a dividend of EUR 0.90 per share be paid for the financial year 2012 on the basis of the adopted balance sheet. The dividend will be paid to shareholders who are registered in the company’s shareholder register kept by Euroclear Finland Ltd on 2 April 2013, which is the record date for the dividend payment. The Board of Directors will propose to the Annual General Meeting that the dividend be paid on 9 April 2013.
13. Resolution on discharging the members of the Supervisory Board and of the Board of Directors and the CEO from liability
14. Amending the company’s Articles of Association
The Board of Directors will propose that article 1 of the company’s Articles of Association be amended as follows:
Current article 1:
§1 Company name and domicile
The name of the company is Lännen Tehtaat Oyj, in Swedish Lännen Tehtaat Abp and in English Lännen Tehtaat plc. The company’s domicile is Säkylä.
Proposed new article 1:
§1 Company name and domicile
The name of the company is Apetit Oyj, in Swedish Apetit Abp and in English Apetit Plc. The company’s domicile is Säkylä.
15. Resolution on the number of members of the Supervisory Board and their remuneration
16. Election of the members of the Supervisory Board
17. Appointment of two members to the Supervisory Board’s Nomination Committee
18. Resolution on the number of auditors and their remuneration
The Board of Directors proposes that two regular auditors be appointed for the company. The Board of Directors also proposes that the auditors’ fee be paid in accordance with the auditing invoice approved by the company.
19. Appointment of auditors
The Board of Directors proposes that the company’s present auditors, Hannu Pellinen, APA, and PricewaterhouseCoopers Oy Authorised Public Accountants, with Tomi Moisio, APA, CPFA as the auditor with principal responsibility, be re-appointed as auditors for the period up to the end of the next Annual General Meeting.
20. Closing of the meeting
B. Documents of the General Meeting
The proposed resolutions of the Board of Directors and the invitation to the meeting are available on Lännen Tehtaat’s website at www.lannen.fi/en. The company’s financial statements will be available on the above-mentioned website as of 5 March 2013 at the latest. Copies of these documents will be sent to shareholders upon request and they will also be available at the Annual General Meeting. The minutes of the Annual General Meeting will be available on the above-mentioned website as of 9 April 2013.
C. Instructions for persons attending the Annual General Meeting
Right to attend and registration
Shareholders who, on 14 March 2013, are registered in the company’s register of shareholders kept by Euroclear Finland Ltd shall have the right to attend the Annual General Meeting.
Shareholders wishing to attend the Annual General Meeting must notify the company of this no later than 16.00 on Thursday 21 March 2013 either through our website (www.lannen.fi/en), in writing (Lännen Tehtaat plc, PO Box 100, FI-27801 Säkylä), by fax (+358 10 402 4023), by phone (+358 10 402 4044/Maija Lipasti) or by e-mail (). If notice is given by letter, this must arrive before the expiry of the notification period. Any proxy documents should be delivered to the above-mentioned address before the expiry of the notification period.
Pursuant to chapter 5, section 25 of the Limited Liability Companies Act, shareholders who are present at the Annual General Meeting have the right to request information on matters considered at the meeting.
Proxies and proxy documents
Shareholders may participate in and exercise their rights at the Annual General Meeting by means of proxy representation. A shareholder’s proxy must produce a dated proxy document or must otherwise demonstrate reliably his/her right to represent the shareholder at the Annual General Meeting. If a shareholder participates in the meeting by means of several proxies representing the shareholder with shares in different book-entry accounts, the shares with which each proxy represents the shareholder must be notified in connection with the registration for the Annual General Meeting.
Any proxy documents should be delivered as originals to Lännen Tehtaat plc no later than the expiry of the notification period at 16.00 on 21 March 2013.
Holders of nominee registered shares
Holders of nominee registered shares are advised to request in good time from their asset manager the necessary instructions regarding registration in the company’s shareholder register, the provision of proxy documents and registration for the Annual General Meeting. If a holder of nominee registered shares wishes to attend the Annual General Meeting, he or she must be registered for temporary entry in the company’s shareholder register by the asset manager’s account management organisation no later than 10.00 on 21 March 2013.
Other instructions and information
On the date of this notice, Lännen Tehtaat plc’s total number of shares and votes is 6,317,576.
The company’s Annual Report will be published in the week beginning 4 March 2013 in Finnish and English on Lännen Tehtaat plc’s website. The English version is a translation of the Finnish. The printed Finnish version of the Annual Report will be sent to those who order it on the website (www.lannen.fi/investor information). The printed version of the Annual Report will be posted during the week beginning 11 March 2013.
Säkylä, 5 March 2013
LÄNNEN TEHTAAT PLC
Board of Directors
Distribution:
NASDAQ OMX Helsinki Ltd
Main media
www.lannen.fi
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