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Notice to the Annual General Meeting of Lassila & Tikanoja Plc

Lassila & Tikanoja plc
Lassila & Tikanoja plc

Lassila & Tikanoja plc
Stock exchange release
9 February 2023 at 08:10 a.m.

Notice to the Annual General Meeting of Lassila & Tikanoja Plc

Notice is given to the shareholders of Lassila & Tikanoja plc of the Annual General Meeting to be held on Thursday, 23 March 2023, at 4:00 pm in Valkea talo, at the address of Ilkantie 4, Haaga, 00400 Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of the voting tickets will commence at 3:00 pm.

Shareholders can exercise their voting rights also by voting in advance. Instructions for advance voting are presented in this notice under section C “Instructions for the participants in the meeting”.

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It is possible to follow the meeting via webcast. Instructions for following the webcast are available on the Company’s website at www.lt.fi/en/investors. It is not possible to ask questions, make counterproposals, otherwise speak or vote via webcast, and following the meeting via webcast is not considered participation in the Annual General Meeting or exercise of the shareholders rights.

A. Matters on the agenda of the General Meeting

At the Annual General Meeting, the following matters will be considered:

  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 the list of votes

  6. Presentation of the financial statements and consolidated financial statements, the report of the Board of Directors and the Auditor’s report for the year 2022

Review by the President and CEO.

  1. Adoption of the financial statements and consolidated financial statements

  2. Resolution on the use of the profit shown on the balance sheet and the payment of dividend

The Board of Directors proposes to the General Meeting that a dividend of EUR 0,47 per share be paid on the basis of the balance sheet to be adopted for the financial year 2022. The dividend will be paid to a shareholder who is registered in the Company’s shareholders’ register maintained by Euroclear Finland Ltd on the record date for dividend payment, 27 March 2023. The Board of Directors proposes to the General Meeting that the dividend be paid on 3 April 2023.

  1. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability

  2. Remuneration Report

The Board of Directors proposes that the Remuneration Report for the Company’s governing bodies for 2022 be approved. The resolution is advisory in accordance with the Finnish Companies Act.

The Remuneration Report is available on the Company’s website at www.lt.fi/en/investors as of 2 March 2023 at the latest.

  1. Resolution on the remuneration of the members of the Board of Directors

The Shareholders’ Nomination Board proposes that the remuneration of the members of the Board of Directors remains unchanged and is as follows:

– Chairman, EUR 60,000 per year;

– Vice-Chairman, EUR 40,000 per year; and

– members, EUR 30,000 per year.

It is proposed that the fees be paid so that 40% of the annual fee is paid in Lassila & Tikanoja’s shares held by the Company or, if this is not feasible, shares acquired from the market, and 60% in cash. Shares are to be issued to Board members and, where necessary, acquired directly from the market on behalf of Board members on the third trading day after the publication of Lassila & Tikanoja plc’s interim report for the first quarter of 2023.

In addition, it is proposed that the following unchanged fees be paid: EUR 1,000 per meeting to the Chairman, EUR 700 per meeting to the Vice-Chairman and EUR 500 per meeting to the other members of the Board. In accordance with the proposal, meeting fees will also be paid to the Chairman and members of committees established by the Board of Directors as follows: Chairman EUR 700 and ordinary members EUR 500.

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

The Shareholders’ Nomination Board proposes that the number of members of the Board of Directors shall be six (6).

  1. Election of members of the Board of Directors

The Shareholders’ Nomination Board proposes that Teemu Kangas-Kärki, Laura Lares, Sakari Lassila, Jukka Leinonen, and Pasi Tolppanen are re-elected to the Board of Directors from among the current members and Anni Ronkainen is elected as a new member. In addition, the Nomination Board proposes that Jukka Leinonen is elected as Chairman of the Board of Directors and Sakari Lassila as Vice Chairman.

Of the current members, Laura Tarkka has announced that she is no longer available for the election of the members of the Board of Directors.

With regard to the procedure for the selection of the members of the Board of Directors, the Shareholders’ Nomination Board recommends that the shareholders give their view on the proposal as a whole at the Annual General Meeting.

All candidates have given their consent to the election and are independent of the Company and its significant shareholders.

A presentation of Anni Ronkainen is available on Lassila & Tikanoja’s website at https://www.lt.fi/en/company/management-and-board-of-directors/board-of-directors. The current members of the Board of Directors are presented on the same page.

  1. Resolution on the remuneration of the Auditor

The Board of Directors proposes based on the recommendation of the Board’s Audit Committee to the General Meeting that the Auditor’s remuneration be paid in accordance with an invoice approved by the Company.

  1. Election of Auditor

The Board of Directors proposes based on the recommendation of the Board’s Audit Committee to the General Meeting that PricewaterhouseCoopers Oy, Authorised Public Accountants, be re-elected as the Company's auditor. PricewaterhouseCoopers Oy has announced that it will appoint Samuli Perälä, Authorised Public Accountant, as the Company’s auditor with principal responsibility.

  1. Authorising the Board of Directors to decide on the repurchase of the Company’s own shares

The Board of Directors proposes to the General Meeting that the Board of Directors be authorised to decide on the repurchase of the Company’s own shares under the following terms and conditions:

By virtue of the authorisation, the Board of Directors is authorised to repurchase a maximum of 2,000,000 Company’s own shares using the Company’s non-restricted equity. This number of shares corresponds to approximately 5.2 % of the Company’s total number of shares on the date of the notice to the Meeting.

The Company’s own shares will be repurchased otherwise than in proportion to the existing shareholdings of the Company’s shareholders through trading on regulated market organized by Nasdaq Helsinki Ltd (“Stock Exchange”) at the market price quoted at the time of the repurchase. Shares will be acquired and paid for in accordance with the rules of the Stock Exchange and Euroclear Finland Ltd.

The purpose of the share repurchase is to develop the Company’s capital structure and/or to use the shares as consideration in potential acquisitions, other business arrangements, as part of the Company’s share-based incentive programme, or to finance investments. The repurchased shares may either be held by the Company, or cancelled or conveyed.

The Board of Directors shall decide on other terms and conditions related to the share repurchase. The share repurchase authorisation shall be valid for 18 months. The share repurchase authorisation shall revoke the previous authorisations for repurchasing the Company's own shares.

  1. Authorising the Board of Directors to decide on the share issue and the issuance of special rights entitling to shares

The Board of Directors proposes that the General Meeting authorises the Board of Directors to decide, in one or more instalments, on issuance of new shares or shares possibly held by the Company through share issue and/or issuance of option rights or other special rights entitling to shares, referred to in Chapter 10, Section 1 of the Finnish Companies Act, so that by virtue of the authorisation altogether 2,000,000 shares may be issued and/or conveyed at the maximum. This number of shares corresponds to approximately 5.2 % of the Company’s total number of shares on the date of the notice to the Meeting.

It is proposed that the authorisation be used for the financing or execution of potential acquisitions or other arrangements or investments relating to the Company’s business, for the implementation of the Company’s incentive scheme or for other purposes subject to the Board of Directors’ decision.

It is proposed that the authorisation entitles the Board of Directors to decide on all terms and conditions of the share issue and the issuance of special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act. The authorisation thus includes the right to issue shares also in a proportion other than that of the shareholders’ current shareholdings in the Company under the conditions provided in law, the right to issue shares against payment or without charge as well as the right to decide on a share issue without payment to the Company itself, subject to the provisions of the Finnish Companies Act on the maximum amount of treasury shares.

It is proposed that the authorisation be valid for 18 months. The authorisation shall revoke the previous authorisations to decide on the share issue and the issuance of special rights entitling to shares.

  1. Amendment of the Articles of Association

The Board of Directors proposes to the general meeting that Article 10 of the articles of association be amended to enable holding a general meeting entirely without a meeting venue as a so-called remote meeting.

”10 § Annual General Meeting of Shareholders

The Annual General Meeting of Shareholders shall be held annually by the end of April on the date decided by the Board of Directors. The General Meeting of Shareholders shall be held in the Company's domicile. The Board of Directors may resolve on organising the general meeting without a meeting venue whereby the shareholders have the right to exercise their decision-making power in full in real time during the meeting using telecommunication connection and technical means.”

In other respects, no amendments are proposed to the Articles of Association.

  1. Closing of the Meeting

B. Documents of the Annual General Meeting

This notice, including all the proposals, is available on Lassila & Tikanoja plc’s website at www.lt.fi/en/investors. The financial statements of Lassila & Tikanoja plc, the report of the Board of Directors and the Auditor’s report as well as the Remuneration Report are available on the above-mentioned website on 2 March 2023 at the latest. The above-mentioned documents are also available at the meeting.

The minutes of the General Meeting are available on the above-mentioned website as of 6 April 2023 at the latest.

C. Instructions for the participants in the General Meeting

  1. Shareholders registered in the shareholders’ register

Each shareholder, who is registered on 13 March 2023 in the Company’s shareholders’ register 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 Company’s shareholders’ register.

Registration and advance voting will begin on 10 February 2023. 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 Monday 20 March 2023 at 10:00 am (Finnish time), by which time the registration must be received. The registration may be made:

a) on the Company’s website at www.lt.fi/en/investors

b) by email to agm@innovatics.fi

c) by telephone +358 10 2818 909 on weekdays at 9:00 am-12:00pm and 1:00-4:00pm (Finnish time)

d) by regular mail to Innovatics Oy, AGM/Lassila & Tikanoja plc, Ratamestarinkatu 13 A, 00520, Helsinki.

In connection with the registration, a shareholder shall notify his/her name, personal identification number/date of birth/company identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number/date of birth of a proxy representative. The personal data given to Lassila & Tikanoja plc and Innovatics Oy is used only in connection with the General Meeting and with the processing of related registrations.

A shareholder, his/her representative or proxy representative shall, on demand, be able to prove their identity and/or right to representation at the venue.

  1. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on 13 March 2023 would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Ltd. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders’ register held by Euroclear Finland Ltd at the latest by 20 March 2023, by 10:00 am. As regards nominee registered shares this constitutes due registration for the Annual General Meeting. Changes in shareholdings that take place after the record date of the General Meeting do not affect the right to participate in the General Meeting or the shareholder's share of votes.

A holder of nominee registered shares is advised to request without delay necessary instructions regarding the temporary registration in the Company’s shareholders’ register, the issuing of proxy documents, registration for the Annual General Meeting and advance voting from his/her custodian bank. The account manager of the custodian bank shall register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, temporarily into the Company's shareholders’ register at the latest by the time stated above and, if necessary, arrange advance voting on behalf of a nominee-registered shareholder before the end of the registration period for nominee-registered shareholders. Further information on the is also available on the company's website at www.lt.fi/en/investors.

  1. 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 may also vote in advance as described in this notice. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.

Possible proxy documents shall be delivered before the end of the registration period primarily as attachments in connection with electronic or e-mail registration or alternatively as originals by mail to Innovatics Oy, AGM/Lassila & Tikanoja Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland. In addition to the delivery of proxy documents, a shareholder or his/her proxy representative shall ensure that he/she has registered for the Annual General Meeting in the manner described above in this notice.

Shareholders can also use the electronic Suomi.fi authorisation service instead of the traditional proxy document for authorising a proxy representative. The proxy representative is nominated in the Suomi.fi service at www.suomi.fi/e-authorizations (authorisation topic “Representation at the General Meeting”). The proxy representative is required to identify themself with strong electronic authentication in the general meeting service when registering, after which they can register and vote in advance on behalf of the shareholder they represent. The strong electronic authentication works with personal bank codes or mobile certificate. More information on the electronic authorisation is available on www.suomi.fi/e-authorizations.

  1. Advance voting

A shareholder, whose shares are registered on his/her personal Finnish book-entry account and who wants to participate in the General Meeting by voting in advance on certain items on the agenda of the Annual General Meeting during the period from 10 February 2023 to 20 March 2023 10:00 am.

a) on the Company’s website www.lt.fi/en/investors; or

b) by mail or email by submitting the advance voting form, which is available on the company’s website at www.lt.fi/en/investors, or corresponding information to Innovatics Oy by mail addressed to Innovatics Oy, AGM/Lassila & Tikanoja plc, Ratamestarinkatu 13 A, 00520 Helsinki or by email to agm@innovatics.fi. The advance votes must be received by the recipient by the end of the advance voting period.

It is not possible for shareholders having voted in advance to use the right to request information or the right to request a vote stipulated in the Finnish Companies Act or to vote on a possible counterproposal unless the shareholder participates in the Annual General Meeting at the meeting venue in person or by way of proxy representation.

With respect to nominee registered shareholders, the advance voting is carried out by the account manager. The account manager may vote in advance during the registration period for the nominee registered shares on behalf of the represented nominee registered shareholders in accordance with the voting instructions given by them.

An agenda item subject to advance voting is considered to have been presented unchanged to the general meeting. Voting instructions and the voting form are available on the company's website at www.lt.fi/en/investors.

  1. Other instructions and information

Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the general meeting has the right to request information with respect to matters to be handled at the meeting.

Changes in shareholdings that take place after the record date of the General Meeting do not affect the right to participate in the General Meeting or the shareholder's share of votes.

On the date of this notice of the General Meeting, the total number of shares and votes in Lassila & Tikanoja plc is 38,798,874.

Shareholders are requested to note that following the meeting via webcast is not considered as official participation in the meeting unless the shareholder has voted in advance.

Helsinki, 8 February 2023

LASSILA & TIKANOJA OYJ

Board of Directors

For additional information, please contact
Sirpa Huopalainen, General Counsel, puh. +358 40 596 5241

Lassila & Tikanoja is a service company that is putting the circular economy into practice. Together with our customers, we keep materials and properties in productive use for as long as possible and we enhance the use of raw materials and energy. This is to create more value with the circular economy for our customers, personnel and society in a broader sense. Achieving this also means growth in value for our shareholders. Our objective is to continuously grow our actions’ carbon handprint, our positive effect on the climate. We assume our social responsibility by looking after the work ability of our personnel as well as offering jobs to those who are struggling to find employment, for example. With operations in Finland and Sweden, L&T employs 8,371 people. In 2022, the company’s net sales amounted to EUR 844.1 million. L&T is listed on Nasdaq Helsinki.

Distribution:
Nasdaq Helsinki
Major media
www.lt.fi/en/