The Annual General Meeting 2020

The Annual General Meeting of Lassila & Tikanoja plc was held on March 12, 2020. 

The Annual General Meeting of Lassila & Tikanoja plc, which was held today, on 12 March 2020, adopted the financial statements and consolidated financial statements for the financial year 2019, adopted Remuneration Policy for the Company’s governing bodies and discharged the members of the Board of Directors and the President and CEO from liability. The Annual General Meeting resolved on the use of the profit shown on the balance sheet and the payment of dividend, the composition and remuneration of the Board of Directors, the election and remuneration of the auditor, establishing a permanent Shareholders’ Nomination Board, 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.

The Annual General Meeting resolved that a dividend of EUR 0.92 per share be paid on the basis of the balance sheet to be adopted for the financial year 2019. 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, 16 March 2020. The dividend will be paid on 23 March 2020.

The Annual General Meeting confirmed the number of members of the Board of Directors as seven (7). Heikki Bergholm, Teemu Kangas-Kärki, Laura Lares, Sakari Lassila, Miikka Maijala and Laura Tarkka were re-elected and Pasi Tolppanen was elected as a new member to the Board until the end of the following Annual General Meeting.

The Annual General Meeting resolved on the following annual fees to be paid to the members of the Board: Chairman EUR 60,000, Vice Chairman EUR 40,000 and the ordinary members EUR 30,000.

The fees shall 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 within the next 14 trading days, free from restrictions on trading, from the Annual General Meeting. In addition, the following meeting fees will be paid: Chairman EUR 1,000, Vice Chairman EUR 700 and the 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 the ordinary members EUR 500.

The Annual General Meeting re-elected KPGM Oy Ab, Authorised Public Accountants, as the auditor of the Company until the close of the next Annual General Meeting. KPMG Oy Ab has announced that it will name Leenakaisa Winberg, Authorised Public Accountant, as the principal auditor. The meeting resolved that the auditor’s remuneration be paid in accordance with an invoice approved by the Company.

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 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.

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 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 Annual General Meeting resolved to establish a permanent Shareholders’ Nomination Board. The Nomination Board shall be responsible for preparing and presenting proposals covering the remuneration and number of members of the Company’s Board of Directors as well as proposals on the members of the Board of Directors to the Annual General Meeting and, where needed, to an Extraordinary General Meeting. The Nomination Board shall also be responsible for identifying successors to existing Board members.

The Nomination Board shall consist of four (4) members, three (3) of whom shall be appointed by the Company’s three largest shareholders, who shall appoint one (1) member each. The Chairman of the Company’s Board of Directors shall serve as the fourth member of the Nomination Board.

The Company’s largest shareholders entitled to appoint members to the Nomination Board shall be determined annually on the basis of the registered holdings in the Company’s shareholders’ register held by Euroclear Finland Ltd as per the first weekday in September in the year concerned, or on the basis of shareholding information separately presented by nominee-registered shareholders.

If a shareholder who has distributed its holdings e.g. into several funds and has an obligation under the Finnish Securities Markets Act to take these holdings into account when disclosing changes in its share of ownership makes a written request to such effect to the Chairman of the Company’s Board of Directors and to the Company’s General Counsel no later than on the weekday prior to the first weekday in September, such shareholder’s holdings in several funds or registers will be combined when calculating the shares which determine the nomination right.

Should a holder of nominee-registered shares wish to utilise its nomination right, the nominee-registered shareholder in question shall present reliable evidence on the amount of its shareholdings as per the first weekday in September. Such evidence shall be delivered to the Chairman of the Company’s Board of Directors and to the Company’s General Counsel on the fourth weekday in September at the latest.

If a group of shareholders have agreed on the appointment of a joint representative on the Nomination Board, their shareholdings shall be combined when calculating the shareholdings that confer the right to appoint a member to the Nomination Board. It is a prerequisite, however, that such shareholders present a joint request on the matter and a copy of the agreement between the shareholders to the Chairman of the Company’s Board of Directors and to the Company’s General Counsel on the weekday prior to the first weekday in September at the latest.

The Chairman of the Company’s Board of Directors shall request each of the three largest shareholders established on this basis to appoint one member to the Nomination Board. In the event that a shareholder does not wish to exercise their right to appoint a member, the right shall pass to the next-largest shareholder that would otherwise not be entitled to appoint a member. In the event that two shareholders have an equal number of shares and votes, and the representatives of both such shareholders cannot be appointed to the Nomination Board, the decision between them shall be made by drawing lots.

The Chairman of the Board of Directors shall convene the first meeting of the Nomination Board, which shall be responsible for electing a chairman from among its members. The Nomination Board’s chairman shall be responsible for convening subsequent meetings. When the Nomination Board has been elected, the Company will issue a release to that effect.

The Nomination Board shall serve until further notice, unless the General Meeting decides otherwise. Its members shall be elected annually and their term of office shall end when new members are elected to replace them.

The Nomination Board shall submit its proposals to the Company’s Board of Directors annually in time for them to be included in the notice of the meeting and in any case, at the latest, by the 15th of January preceding the Annual General Meeting. Proposals intended for a possible Extraordinary General Meeting shall be submitted to the Company’s Board of Directors in time for them to be included in the notice to the meeting.

The Annual General Meeting resolved to adopt the Charter of the Shareholders’ Nomination Board, which had been made available on the Lassila & Tikanoja plc website.