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2016-02-04

Lemminkäinen: Notice to the Annual General Meeting

LEMMINKÄINEN CORPORATION STOCK EXCHANGE RELEASE 4 FEBRUARY 2016 AT 8:15 A.M.

NOTICE TO THE ANNUAL GENERAL MEETING

Notice is given to the shareholders of Lemminkäinen Corporation to the
Annual General Meeting which will be held on Tuesday, 22 March 2016
at 3 p.m. at the premises of Pörssitalo, Fabianinkatu 14, Helsinki,
Finland.

The reception of persons who have registered for the meeting and the
distribution of voting tickets will commence and coffee will be
served at 2 p.m.

A. Matters to be considered at the 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 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. Presentation of the financial statements, consolidated financial
statements, report of the Board of Directors and the auditor's report
for the year 2015

Review by the President and CEO

7. Adoption of the financial statements and consolidated financial
statements

8. Use of the profit shown on the balance sheet and resolution on the
dividend distribution

The Board of Directors proposes to the General Meeting that a EUR 0.12
dividend per share, i.e. EUR 2,786,388.00 in total, be paid for the
financial year ended on 31 December 2015.

9. Resolution on the discharge of the members of the Board of
Directors and the President and 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 following remuneration be awarded to the members of
the Board of Directors: 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 Chairman of the Audit Committee shall be paid an
attendance fee of EUR 1,000 and the members of the Audit Committee
shall be paid an attendance fee of EUR 500 for each Audit Committee
meeting. Members residing abroad are proposed to be paid the
attendance fee increased by EUR 1,000. In addition to the above, it
is proposed that travel expenses are reimbursed as invoiced.

11. Resolution on the number of members of the Board of Directors

The Nomination Committee of the Board of Directors proposes to the
General Meeting that the number of members of the Board of Directors
be seven.

12. Election of the 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, Berndt
Brunow, Noora Forstén, Finn Johnsson, Juhani Mäkinen, Kristina
Pentti-von Walzel, Heppu Pentti and Heikki Räty, be re-elected to
serve for the next term. Information on the persons proposed for
Board membership is available on the company's website at
www.lemminkainen.com.

13. Resolution on the remuneration of the auditor

In accordance with the recommendation of the Audit Committee, the
Board of Directors proposes to the General Meeting that the auditor's
fees be paid as invoiced and approved.

14. Election of the auditor

In accordance with the recommendation of the Audit Committee, the
Board of Directors proposes to the General Meeting that the
Authorised Public Accountants PricewaterhouseCoopers Oy be elected as
the company's auditor.

15. Authorisation of the Board of Directors to resolve on the
repurchase of the company's own shares

The Board of Directors proposes to the General Meeting that the
General Meeting authorise the Board of Directors to resolve on the
repurchase of the company's own shares, in one or several
instalments, using the unrestricted shareholders' equity of the
company. The authorisation is proposed to cover a maximum of
2,321,990 own shares, which corresponds to 10 per cent of all the
current shares of the company, however taking into account the
provisions of the Finnish Limited Liability Companies Act on the
maximum amount of own shares in the possession of the company or its
subsidiaries.

The Board of Directors may resolve to repurchase shares in another
proportion than that of current shareholders. The shares shall be
purchased in public trading at the prevailing market price. The
purchases shall be carried out on NASDAQ Helsinki Ltd. in accordance
with its rules and regulations.

The authorisation also includes the right of the Board of Directors to
resolve on all other terms and conditions of the repurchase of the
shares. The authorisation is proposed to remain effective for a
period of 18 months from the resolution of the General Meeting. The
previous authorisation granted to the Board of Directors regarding
repurchase of own shares shall expire simultaneously.

16. Authorisation of the Board of Directors to resolve on a share
issue and an issue of special rights

The Board of Directors proposes to the Annual 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
4,643,980 shares. The proposed maximum number corresponds 20 per cent
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.

The authorisation entitles the Board of Directors 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. The authorisation may 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 remain effective for
period of 18 months from the resolution of General Meeting. The
previous authorisation regarding a share issue and an issue of
special rights shall expire simultaneously.

17. Closing of the meeting

B. Documents of the General Meeting

The proposals for resolutions on the matters on the agenda of the
General Meeting as well as this notice are available on Lemminkäinen
Corporation'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 1 March 2016. The proposals for
resolutions and the other above-mentioned documents are also
available at the General 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 the above-mentioned website as
from 5 April 2016.

C. Instructions for the participants in the General Meeting

1. Right to participate and registration of the shareholders
registered in the shareholders' register

Each shareholder who is on 10 March 2016 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 is registered in the shareholders' register of the
company and who wants to participate in the General Meeting shall
register for the meeting no later than on Thursday 17 March 2016 at
4.00 p.m. by giving a prior notice of participation, which shall be
received by the company no later than on the above mentioned date.
Such notice can be given:

a) at the company website www.lemminkainen.com;

b) by telephone +358 2071 53378; or

c) by regular mail to Lemminkäinen Corporation, Pirjo Favorin,
P.O. Box 169, 00181 Helsinki.

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 or proxy representative
and the personal identification number of the proxy representative.
The personal data given to Lemminkäinen Corporation is used only in
connection with the General Meeting and with the processing of
related registrations.

The shareholder, his/her authorised representative or proxy
representative shall, where necessary, be able to prove his/her
identity and/or right of representation.

2. Holder of nominee registered shares

A holder of nominee registered shares has the right to participate in
the General Meeting by virtue of such shares based on which he/she on
the record date of the General Meeting, i.e. on 10 March 2016, would
be entitled to be registered in the shareholders' register of the
company held by Euroclear Finland Ltd. The right to participate in
the General Meeting requires, in addition, that the shareholder on
the basis of such shares has been temporary registered into the
shareholders' register held by Euroclear Finland Ltd. at the latest
on 17 March 2016 at 10.00 a.m. As regards nominee registered shares,
this constitutes due registration for the General Meeting.

A holder of nominee registered shares is advised to request without
delay necessary instructions regarding the temporary registration in
the shareholders' register of the company, the issuing of proxy
documents and registration for the General Meeting from his/her
custodian bank. The account management organisation of the custodian
bank has to temporary register a holder of nominee registered shares
who wants to participate in the General Meeting, into the
shareholders' register of the company at the latest by the time
stated above.

Further information on these matters can also be found on the
company's website www.lemminkainen.com.

3. 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 produce a dated proxy document or otherwise in a
reliable manner demonstrate his/her right to represent the
shareholder at the General Meeting. When 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 in originals to
Lemminkäinen Corporation, Pirjo Favorin, P.O. Box 169, 00181
Helsinki, Finland before the expiration of the registration period.

4. Other information

Pursuant to chapter 5, section 25 of the Finnish Limited Liability
Companies Act, a shareholder who is present at the General Meeting
has the right to request information with respect to the matters to
be considered at the meeting.

On the date of this notice to the Annual General Meeting the total
number of shares in Lemminkäinen Corporation and votes represented by
such shares is 23,219,900 shares and votes.

Helsinki, 3 February 2016

LEMMINKÄINEN CORPORATION
Board of Directors

LEMMINKÄINEN CORPORATION
Corporate Communications

ADDITIONAL INFORMATION:
Johan Nybergh, General Counsel
Tel. +358 2071 54811
johan.nybergh@lemminkainen.com

DISTRIBUTION:
Nasdaq Helsinki Ltd
Key media
www.lemminkainen.com

Lemminkäinen is an expert in complex infrastructure construction and
building construction in Northern Europe and one of the largest
paving companies in its market. Together with our customers and 4,800
professionals we employ, we build a sustainable society. In 2015, our
net sales were EUR 1.9 billion. Lemminkäinen Corporation's share is
quoted on Nasdaq Helsinki Ltd. www.lemminkainen.com

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