Resolutions by Lassila & Tikanoja plc's Annual General Meeting and the constitutive meeting of the Board of Directors

Lassila & Tikanoja plc
Stock exchange release
27 March, 2025 at 7.30 p.m.

Resolutions by Lassila & Tikanoja plc's Annual General Meeting and the constitutive meeting of the Board of Directors

The Annual General Meeting of Lassila & Tikanoja plc, which was held today, on 27 March 2025, adopted the financial statements and consolidated financial statements for the financial year 2024, discharged the members of the Board of Directors and the President and CEO from liability and adopted the Remuneration Report for the Company’s governing bodies. The Annual General Meeting resolved on the use of the profit shown on the balance sheet and the payment of dividend, the amendment of the Articles of Association of the Company, the composition and remuneration of the Board of Directors, the election and remuneration of the Auditor, the election of the Sustainability Reporting Assurance Provider and authorising the Board of Directors to decide on the repurchase of the Company’s own shares and on a share issue and the issuance of special rights entitling to shares.

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

The Annual General Meeting resolved that a dividend of EUR 0.50 per share be paid on the basis of the balance sheet to be adopted for the financial year 2024. The dividend will be paid to shareholders registered in the Company’s shareholder register maintained by Euroclear Finland Ltd on the record date for dividend payment, 31 March 2025. The dividend will be paid on 7 April 2025.

Resolution on the amendment of the Articles of Association

The Annual General Meeting resolved, in accordance with the Board's proposal, to amend the Articles 4, 16 and 13 of the Company’s Articles of Association as follows:

Article 4 is amended so that the Board of Directors may consist of no less than three (3) and no more than eight (8) members, instead of the previous no more than seven (7) members.

Article 6 is amended so that in addition to the auditor, the Company shall have a sustainability reporting assurance provider.

Article 13 is amended so that the assurance report on sustainability reporting shall be presented at the Annual General Meeting and the Annual General Meeting shall elect a sustainability reporting assurance provider, in addition to the issues specified in the previous Article 13 of the Articles of Association.

Resolutions on the composition and remuneration of the Board of Directors

The Annual General Meeting confirmed the number of members of the Board of Directors as eight (8) in accordance with the proposal of the Shareholders’ Nomination Board. Teemu Kangas-Kärki, Sakari Lassila, Jukka Leinonen, Juuso Maijala, Anni Ronkainen, and Pasi Tolppanen were re-elected and Tuija Kalpala as well as Anna-Maria Tuominen-Reini was elected as new members to the Board until the end of the following Annual General Meeting. Jukka Leinonen was elected as the Chairman of the Board and Sakari Lassila was elected as the Vice Chairman.

The Annual General Meeting resolved, in accordance with the proposal of the Shareholders’ Nomination Board, that the annual fees to be paid to the members of the Board be as follows: Chairman EUR 70,000, Vice Chairman EUR 47,000 and ordinary members EUR 35,000. In addition, the Annual General Meeting resolved, in accordance with the proposal of the Shareholders’ Nomination Board, that if a member of the Board of Directors were to serve as the chairman of the Audit Committee or the Personnel and Sustainability Committee, and not simultaneously serve as the chairman or vice chairman of the Board of Directors, their annual remuneration would be EUR 47,000.

The fees shall be paid so that 40% of the annual fee is paid in Lassila & Tikanoja plc'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 2025. In addition, the following meeting fees will be paid to the members of the Board of Directors: Chairman EUR 1,000, Vice Chairman EUR 700 and ordinary members EUR 500 per meeting. Meeting fees will also be paid to the Chairman and to the members of committees established by the Board as follows: Chairman EUR 700 and ordinary members EUR 500.

Auditor and Sustainability Reporting Assurance Provider

The Annual General Meeting elected PricewaterhouseCoopers Oy, Authorised Public Accountants, as the auditor of the Company until the close of the next Annual General Meeting. PricewaterhouseCoopers Oy has announced that it will name Samuli Perälä, Authorised Public Accountant, as the auditor with principal responsibility. The Annual General Meeting resolved that the auditor’s remuneration be paid in accordance with an invoice approved by the Company.

The Annual General Meeting elected PricewaterhouseCoopers Oy, Authorised Sustainability Audit Firm, as the sustainability reporting assurance provider of the Company until the close of the next Annual General Meeting. PricewaterhouseCoopers Oy has announced that it will name Samuli Perälä, Authorised Sustainability Auditor, as the responsible authorised sustainability auditor.

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

The Annual General Meeting authorised the Board of Directors 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 of the 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 publication 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 a regulated market organised by Nasdaq Helsinki Ltd (hereinafter referred to as the "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 is valid for 18 months. The share repurchase authorisation revokes the previous authorisations for repurchasing the Company’s own shares.

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

The Annual General Meeting authorised the Board of Directors to decide, in one or more instalments, on the issuance of new shares or shares possibly held by the Company through a share issue and/or the issuance of option rights or other special rights entitling to shares, as 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 a maximum. This number of shares corresponds to approximately 5.2 % of the Company’s total number of shares on the publication date of the notice to the meeting.

The authorisation can 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.

The authorisation entitles the Board of Directors to decide on all terms and conditions of the share issue and the issuance of special rights as 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.

The authorisation is valid for 18 months. The share authorisation revokes the previous authorisations for the Board to decide on a share issue and the issuance of special rights entitling to shares.

The minutes of the Annual General Meeting will be available on the Company’s website at www.lt.fi/en/ on 10 April 2025 at the latest.

Constitutive meeting of the Board of Directors

In its constitutive meeting held after the Annual General Meeting, the Board of Directors elected the members of the Audit Committee and the Personnel and Sustainability Committee from amongst its members.

The members of the Audit Committee are Teemu Kangas-Kärki (Chairman), Sakari Lassila, Tuija Kalpala and Anna-Maria Tuominen-Reini.

The members of the Personnel and Sustainability Committee are Jukka Leinonen (Chairman), Juuso Maijala, Pasi Tolppanen and Anni Ronkainen.

LASSILA & TIKANOJA PLC

Eero Hautaniemi
President and CEO

For additional information, please contact:

General Counsel, SVP HR and Legal
Hilppa Rautpalo, tel. +358 46 876 7123

Lassila & Tikanoja is a service company that is putting the circular economy into practice. Together with our customers, we keep materials, manufacturing sites 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 approximately 7,400 people. Net sales in 2024 amounted to EUR 770.7 million. L&T is listed on Nasdaq Helsinki. 

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