Notice to the Annual General Meeting
Lassila & Tikanoja plc
Stock exhange release
9 February, 2024 at 8.15 a.m.
Notice to the Annual General Meeting
Notice is given to the shareholders of Lassila & Tikanoja
plc of the Annual General Meeting to be held on Thursday, 21 March
2024, 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”.
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:
- Opening of the meeting
- Calling the meeting to order
- Election of persons to scrutinize the minutes and to
supervise the counting of votes
- Recording the legality of the meeting
- Recording the attendance at the meeting and the list of
votes
- Presentation of the financial statements and
consolidated financial statements, the report of the Board of
Directors and the Auditor’s report for the year 2023
Review by the President and CEO.
- Adoption of the financial statements and
consolidated financial statements
- 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 0.49 per share be paid on the basis of the balance
sheet to be adopted for the financial year 2023. The dividend will
be paid to a shareholder who is registered in the Company’s
shareholders’ register maintained by Euroclear Finland Oy on the
record date for dividend payment, 25 March 2024. The Board of
Directors proposes to the General Meeting that the dividend be paid
on 3 April 2024.
- Resolution on the discharge of the members of
the Board of Directors and the President and CEO from
liability
- Remuneration Report
The Board of Directors proposes that the Remuneration Report for
the Company’s governing bodies for 2023 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 29 February 2024 at the latest.
- Remuneration Policy
The Remuneration Policy for the governing bodies was adopted by
the 2020 Annual General Meeting. The Remuneration Policy must be
presented to the General Meeting at least every four years or every
time a material change is made to the policy.
The Board of Directors proposes to the General Meeting that the
Remuneration Policy for the governing bodies be adopted. The
amendments included in the proposed Remuneration Policy for the
governing bodies are of a technical nature, compared to the
Remuneration Policy adopted at the 2020 Annual General Meeting.
The proposal for the Remuneration Policy of the governing bodies
is attached to this notice and available on the Company’s website
at www.lt.fi/en/investors.
- 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 be as
follows:
– Chairman, EUR 70,000 per year (2023: EUR 60,000);
– Vice Chairman, EUR 47,000 per year (2023: EUR 40,000); and
– members, EUR 35,000 per year (2023: EUR 30,000).
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
2024.
In addition, it is proposed that the meeting fees be kept
unchanged: 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.
- 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 seven (7).
- Election of members of the Board of
Directors
The Shareholders’ Nomination Board proposes that all of the
current members of the Board of Directors – Teemu Kangas-Kärki,
Laura Lares, Sakari Lassila, Jukka Leinonen, Anni Ronkainen, and
Pasi Tolppanen – are re-elected to the Board of Directors and that
Juuso Maijala 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.
All candidates have given their consent to the election and are
independent of the Company and its significant shareholders.
A brief presentation of Juuso Maijala 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.
- 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 and that the same applies to the auditor’s
fees relating to the audit of the Company’s sustainability report
from the financial year 2024.
- 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.
In addition, the Board of Directors proposes based on the
recommendation of the Board’s Audit Committee to the General
Meeting that the Company’s auditor be adopted also as the Company’s
sustainability auditor to audit the sustainability report from the
financial year 2024.
- 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 Oy.
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.
- 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.
- Closing of the Meeting
B. Documents of the 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
29 February 2024 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 4 April 2024 at the latest.
C. Instructions for the participants in the General
Meeting
- Shareholders registered in the shareholders’
register
Each shareholder, who is registered on the record date of the
General Meeting, 11 March 2024, in the Company’s shareholders’
register held by Euroclear Finland Oy, 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 will begin on 12 February 2024. 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 18 March 2024 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, Finland.
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.
- 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 the record date of the General Meeting, 11
March 2024, would be entitled to be registered in the shareholders’
register of the Company held by Euroclear Finland Oy. 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 Oy at the latest by 18 March 2024, 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 is also available on the company's website at
www.lt.fi/en/investors.
- 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 plc,
Ratamestarinkatu 13 A, 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.
- Advance voting
A shareholder, whose shares are registered on his/her personal
Finnish book-entry account, can participate in the General Meeting
by voting in advance on certain items on the agenda of the Annual
General Meeting during the period from 12 February 2024 to 18 March
2024 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, Finland 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. The terms and
conditions, and other instructions for electronic advance voting
are available on the company's website at
www.lt.fi/en/investors.
- Other instructions and
information
The language of the general meeting will be Finnish. 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.
Further information on registration and advance voting is
available by telephone from +358 10 2818 909 on weekdays at 9:00
am-12:00pm and 1:00-4:00pm.
Helsinki, 8 February 2024
LASSILA & TIKANOJA PLC
Board of Directors
Eero Hautaniemi
President and CEO
For additional information, please contact
Sirpa Huopalainen, General Counsel, tel. +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, 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 8,160 people. Net sales in 2023
amounted to EUR 802.1 million. L&T is listed on Nasdaq
Helsinki.
Distribution:
Nasdaq Helsinki
Major media
www.lt.fi/en
- Lassila Tikanoja plc Remuneration policy
Lassila & Tikanoja Oyj (LSE:0F29)
Historical Stock Chart
From Dec 2024 to Jan 2025
Lassila & Tikanoja Oyj (LSE:0F29)
Historical Stock Chart
From Jan 2024 to Jan 2025
