Lassila & Tikanoja plc
Stock exchange release
29 January 2020, 8.05 am
Lassila & Tikanoja plc: 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, 12 March 2020, at 4 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 pm.
A. Matters on the agenda of the General Meeting
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 2019
Review by the President and CEO.
7. Adoption of the financial statements and consolidated financial statements
8. 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 0,92 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 a shareholder who is registered in the Company’s shareholders’ register maintained by Euroclear Finland Ltd on the record date for dividend payment, 16 March 2020. The Board of Directors proposes to the General Meeting that the dividend be paid on 23 March 2020.
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 Policy for the Company’s governing bodies
11. Resolution on the remuneration of the members of the Board of Directors
Shareholders representing more than 20 % of all shares and votes of the Company have announced their intention to propose to the General Meeting that the annual fees of the members of the Board of Directors be kept unchanged, and thus, that the following fees be paid:
- Chairman EUR 60,000 per annum;
- Vice Chairman EUR 40,000 per annum; and
- members EUR 30,000 per annum.
It is proposed that the fees would 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, in Company’s shares acquired from the market, and 60 % is paid in cash. Shares are to be conveyed to the Board members and, where necessary, acquired directly from the market on behalf of Board members within the next fourteen trading days that are free from restrictions on trading, from the General Meeting.
In addition, the meeting fees are proposed to be kept unchanged: Chairman EUR 1,000, Vice Chairman EUR 700 and each member EUR 500 per meeting. Pursuant to the proposal, meeting fees would also be paid to the Chairman and to the members of the committees established by the Board as follows: Chairman EUR 700 and members EUR 500 per meeting.
12. Resolution on the number of members of the Board of Directors
The shareholders mentioned above have announced that they will propose to the General Meeting that the number of Board members be confirmed as seven (7).
13. Election of members of the Board of Directors
The shareholders mentioned above have announced that they will propose to the General Meeting that for the term lasting until the close of the next Annual General Meeting the current Board members Heikki Bergholm, Teemu Kangas-Kärki, Laura Lares, Sakari Lassila, Miikka Maijala and Laura Tarkka be re-elected as members of the Board, and that Pasi Tolppanen would be elected as a new member of the Board.
Pasi Tolppanen was born in 1967 and holds a PhD in Technology. He served as the CEO of Maintpartner Group Oy from 2017 to 2019. In 2013–2016, Tolppanen was employed by Pöyry Plc as President, Regional Operations Northern Europe and a member of the Group Management Team. Prior to that, he held various management positions at Pöyry Plc since 2007.
14. 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.
15. Election of Auditor
The Board of Directors proposes based on the recommendation of the Board’s Audit Committee to the General Meeting that KPMG Oy Ab, Authorised Public Accountants, be re-elected as the Company's auditor. KPMG Oy Ab has announced that it will appoint Leenakaisa Winberg, Authorised Public Accountant, as the principally responsible auditor of the Company.
16. 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.
17. 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 would be valid for 18 months.
18. Establishing a permanent Shareholders’ Nomination Board
The Board of Directors proposes that the General Meeting would resolve 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 proposal on the members of the Board of Directors to Annual General Meeting and, where needed, to an Extraordinary General Meeting. The Nomination Board shall also be responsible for identifying successors for existing Board members.
The Nomination Board shall consist of four (4) members, three (3) of which 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 utilize its nomination right, such nominee registered shareholder shall present reliable evidence on the amount of its shareholding 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 in the Nomination Board, their shareholdings will be combined when calculating the shareholdings that entitle to appoint a member in 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 his/her or its right to appoint a member, it shall pass to the next-largest shareholder that would not otherwise be entitled to appoint a member. In case 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 will 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 this 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 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 of the meeting.
The Board of Directors proposes, in addition, that the General Meeting would resolve to adopt the Charter of the Shareholders’ Nomination Board, which is available at Lassila & Tikanoja plc’s website.
19. Closing of the meeting
B. Documents of the Annual General Meeting
This notice, which includes all the proposals on the agenda, as well as the Company's Remuneration Policy and the Charter of the Shareholders’ Nomination Board are available on Lassila & Tikanoja plc’s website at www.lt.fi/en. The financial statements of Lassila & Tikanoja plc, the report of the Board of Directors and the Auditor’s report are available on the above-mentioned website no later than 20 February 2020. The above-mentioned documents are also available at the meeting. The minutes of the meeting will be available on the above-mentioned website as from 26 March 2020 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 2 March 2020 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.
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, 9 March 2020, at 4 pm, by which time the registration must be received by the Company, by giving a prior notice of participation. Such notice can be given:
- via the Company website www.lt.fi/en/investors
- by telephone at +358 20 770 6876 on weekdays during 9.00 am–4.00 pm, or
- by regular mail to Lassila & Tikanoja plc, Taru Enrot, Valimotie 27, 00380, Helsinki, Finland.
In connection with the registration, a shareholder shall notify his/her name, personal identification number/company identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Lassila & Tikanoja plc 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.
2. 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 2 March 2020 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 9 March 2020, by 10.00 am. As regards nominee registered shares this constitutes due registration for the Annual General Meeting.
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 and registration for the Annual General Meeting 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.
3. 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 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 should be delivered in originals to Lassila & Tikanoja plc, Taru Enrot, Valimotie 27, 00380, Helsinki, Finland before the last date for registration.
4. Other information
Pursuant to chapter 5, section 25 of the Finnish Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered 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 28 January 2020, the total number of shares and votes in Lassila & Tikanoja plc is 38,798,874.
Helsinki, 28 January 2020
LASSILA & TIKANOJA PLC
Board of Directors
Eero Hautaniemi
President and CEO
For additional information, please contact
Eero Hautaniemi, President and CEO, tel. +358 10 636 2810
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