Lassila & Tikanoja plc
Stock exchange release
27 January 2022 at 08:10 a.m.
Notice to the Annual General Meeting of Lassila & Tikanoja plc
The Annual General Meeting of Lassila & Tikanoja plc (the “Company”) will be held on Thursday, 17 March 2022 at 2.00 p.m. The Meeting will be held under special arrangements without shareholders’ or their proxy representatives’ presence at the Company’s headquarters in the address Valimotie 27, 00380 Helsinki, Finland.
Shareholders can participate in the Meeting and exercise their rights only by voting in advance or through a proxy representative and by making counterproposals and presenting questions in advance. It is not possible for shareholders or their proxy representatives to participate in the General Meeting at the Meeting venue or to follow the Meeting through a remote connection. Instructions for shareholders are presented in this notice under section C “Instructions for the participants in the General Meeting”.
The Board of Directors of the Company has resolved on an exceptional meeting procedure based on the Act temporarily amending the Companies Act and certain other community laws (375/2021, the “Temporary Act”). In order to limit the spread of the Covid-19 pandemic, the Annual General Meeting will be held without shareholders’ or their proxy representatives’ presence at the Meeting venue. This is necessary in order to organize the General Meeting in a predictable way while taking into account the health and safety of the Company’s shareholders, personnel and other stakeholders.
A. Matters on the agenda of the General Meeting
1. Opening of the Meeting
2. Calling the Meeting to order
Jukka Laitasalo, Attorney-at-Law, will act as the Chairman. If Jukka Laitasalo is not able to act as Chairman due to a weighty reason, the Board of Directors will appoint a person it deems most suitable to act as Chairman. The Chairman may appoint a secretary for the General Meeting.
3. Election of person to scrutinize the minutes and to supervise the counting of votes
Oona Kling, Legal Counsel, will act as the person to scrutinize the minutes and supervise the counting of votes. If Oona Kling is unable to act as the person to scrutinize the minutes and supervise the counting of the votes due to a weighty reason, the Board of Directors will appoint a person it deems most suitable to act as the person to scrutinize the minutes and supervise the counting of votes.
4. Recording the legality of the Meeting
5. Recording the attendance at the Meeting and the list of votes
Shareholders who have voted in advance within the advance voting period and have the right to attend the General Meeting under Chapter 5, Sections 6 and 6a of the Finnish Companies Act will be deemed to have participated at the General Meeting. The list of votes will be adopted based on information provided by Euroclear Finland Ltd and Innovatics Oy.
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 2021
Presentation of the review by the President and CEO.
Because the Meeting can by participated in only by voting in advance, the Company’s annual report, which includes the Company’s financial statements, consolidated financial statements and the report of the Board of Directors as well as the Auditor’s report, will be deemed to have been presented to the General Meeting under this item. The annual report will be available on the Company’s website at the address www.lt.fi/en/investors during week 8 at the latest.
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 0.46 per share be paid on the basis of the balance sheet to be adopted for the financial year 2021. 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, 21 March 2022. The Board of Directors proposes to the General Meeting that the dividend be paid on 28 March 2022.
9. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability
10. Remuneration Report
The Board of Directors proposes that the Remuneration Report for the Company’s governing bodies for 2021 be approved. The resolution is advisory in accordance with the Finnish Companies Act.
The Remuneration Report is available on the Company’s website at lt.fi/en/investors as of 24 February 2022 at the latest.
11. 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 2022.
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.
12. 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).
13. Election of members of the Board of Directors
The Nomination Board proposes that Teemu Kangas-Kärki, Laura Lares, Sakari Lassila, Jukka Leinonen, Laura Tarkka and Pasi Tolppanen are elected to the Board of Directors from among the current members.
Of the current members of the Board of Directors, the Chairman, Heikki Bergholm, has announced that he is no longer available for the election of the members of the Board of Directors.
All candidates have given their consent to the election and are independent of the Company and its significant shareholders. The members of the Board of Directors will elect a Chairman and Vice-Chairman from their number. The candidates have informed the Company that if they are elected, they will elect Jukka Leinonen as Chairman of the Board of Directors and Sakari Lassila as Vice-Chairman.
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. The Nomination Board has estimated that in addition to the qualifications of the individual candidates for the Board of Directors, the proposed Board of Directors as a whole provides excellent competence and experience for the Company and that the composition of the Board of Directors also meets other requirements set for a listed company by the Corporate Governance Code.
The Board member candidates have been presented on Lassila & Tikanoja’s website at https://www.lt.fi/en/company/management-and-board-of-directors/board-of-directors.
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 PricewaterhouseCoopers Oy, Authorised Public Accountants, be 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.
The recommendation of the Board’s Audit Committee is based on the tendering process of the Company’s audit. The Audit Committee has prepared its recommendation to the Board in accordance with the EU Audit Regulation (537/2014). The Audit Committee has evaluated three candidates for auditor based on pre-determined selection criteria. The Committee has paid particular attention to the authorized public accountant firm's experience in auditing a listed company, the use of robotics and data analytics in its audit work, the expertise of the proposed audit team and authorized public accountant firm in L&T Group’s field of business, and its proactive and deliberative approach. The Audit Committee's primary recommendation for the auditor for the financial year 1 January – 31 December 2022 is PricewaterhouseCoopers Oy.
The Audit Committee confirms that its recommendation is free from the influence of a third party and that the Audit Committee has not been required to comply with a clause such as that referred to in Article 16, Section 6 of the Audit Regulation.
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 be valid for 18 months.
18. Amendment of Section 4 of the Articles of Association
At the request of the Shareholders' Nomination Board, the Board of Directors proposes that the third sentence of Article 4 of the Articles of Association be amended so that the General Meeting elects the Chairman and the Vice-Chairman of the Board. According to the current Articles of Association, the Board of Directors elects a Chairman and a Vice-Chairman from among its members.
After the amendment, Section 4 would read in its entirety as follows:
Ҥ 4 Board of Directors
The Board of Directors, which is responsible for the management of the Company and for the proper arrangement of the Company's operations, shall consist of no less than three (3) and no more than seven (7) members elected by the General Meeting of Shareholders.
The term of the members of the Board of Directors expires at the end of the next Annual General Meeting of Shareholders following his/her election.
The General Meeting of Shareholders elects the Chairman and the Vice-Chairman of the Board of Directors.”
19. Closing of the Meeting
B. Documents of the Annual General Meeting
This notice, which includes all the proposals of the Board of Directors and the Shareholders’ Nomination Board on the agenda, is available on Lassila & Tikanoja plc’s website at 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 24 February 2022 at the latest. The minutes of the General Meeting are available on the above-mentioned website as of 31 March 2022 at the latest.
C. Instructions for the participants in the General Meeting
In order to limit the spread of the Covid-19 pandemic, the Annual General Meeting will be arranged so that shareholders or their proxy representatives may not arrive at the Meeting venue and it is not possible to follow the Meeting through a remote connection. Shareholders and their proxy representatives can participate in the General Meeting and exercise their rights only by voting in advance and making counterproposals and presenting questions in advance considering the limitations set out in the Temporary Act.
1. Right to participate of a shareholder registered in the shareholders' register
Each shareholder, who is registered on 7 March 2022 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.
2. Notice of participation of a shareholder registered in the shareholders’ register and voting in advance
Registration for the Meeting and advance voting begin on 9 February 2022 at 9:00 a.m. A shareholder entered in the Company's shareholders’ register, who wishes to participate in the General Meeting, must register for the General Meeting and deliver his/her votes in advance on 10 March 2022 at 4:00 p.m. at the latest, by which time the notice of participation and the votes must be received.
In connection with the registration, the requested information must be provided, such as the shareholder's name, personal identity number and contact information. The personal data provided by shareholders to Lassila & Tikanoja plc or Innovatics Oy will only be used in connection with the General Meeting and the processing of the necessary registrations related thereto.
Voting instructions for all shareholders are available on the Company’s website at the address lt.fi/en/investors. Additional information regarding the registration and advance voting is available during the General Meeting’s registration period by telephone at +358 10 2818 909 on weekdays during 9:00 a.m. – 12:00 p.m. and 1:00 p.m. – 4:00 p.m.
Shareholders with a Finnish book-entry account can register and vote in advance on certain items on the agenda during the period 9 February 2022, 9:00 a.m. – 10 March 2022, 4:00 p.m. by the following manners:
a) Via the Company’s website at lt.fi/en/investors through the electronic registration service provided by Inderes
Electronic registering and voting in advance require shareholder’s or his/her legal representative’s or proxy holder’s strong electronic identification (Finnish or Swedish online banking codes or the Mobile ID).
b) By regular mail or e-mail as described in more detail below
A shareholder voting in advance by regular mail or e-mail must deliver an advance voting form available on the Company’s website at lt.fi/en/investors or corresponding information to Innovatics Oy by regular mail to the address Innovatics Oy, Yhtiökokous / Lassila & Tikanoja plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland, or by e-mail to agm@innovatics.fi. The advance voting form will be available on the Company’s website as of 9 February 2022, at 9:00 a.m.
If a shareholder participates in the General Meeting by delivering votes in advance by regular mail or e-mail to Innovatics Oy, the delivery of the votes before the deadline for delivering the notice of participation and the votes has expired shall constitute a registration for the General Meeting provided that information required for registration set out in the advance voting form is provided.
3. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her rights thereat by way of proxy representation. Shareholder’s proxy representative may also register and vote in advance electronically on behalf of the shareholder in the manner as set out in this notice.
A proxy representative must identify to the electronic registration service and advance voting in person with strong identification, after which he/she will be able to register and vote in advance on behalf of the shareholder he/she represents.
A proxy representative must produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. Legal representation right can be demonstrated by using the suomi.fi authorizations service available in the electronic registration service.
Alternatively, a proxy representative may deliver the duly completed and signed proxy documents together with the duly completed and signed advance voting form in accordance with the instructions given on the form to Innovatics Oy by regular mail to the address Innovatics Oy, Yhtiökokous / Lassila & Tikanoja plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland, or by e-mail to agm@innovatics.fi before the deadline for delivering the notice of participation and the votes (10 March 2022, 4:00 p.m.) by which time the documents must be received.
A template for a proxy document and voting instructions are available on the Company’s website at lt.fi/en/investors as of 9 February 2022, 9.00 a.m., at the latest.
If a shareholder participates in the 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 General Meeting.
4. Holder 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 7 March 2022 would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Ltd. The right to participate in the 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 14 March 2022, by 10.00 a.m. 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 General Meeting from his/her custodian bank. The account manager of the custodian bank must register a holder of nominee registered shares temporarily into the Company’s shareholders’ register at the latest by the time stated above and arrange voting on behalf of a holder of nominee registered shares.
5. Making counterproposals to the proposed resolutions and presenting questions in advance
Shareholders holding at least one hundredth of all shares in the Company within the meaning of the Temporary Act have a right to make a counterproposal to the proposed resolutions on the agenda of the General Meeting, which will be put to a vote. Such counterproposals must be delivered to the Company by e-mail to yhtiokokous@lassila-tikanoja.fi by no later than 3 February 2022 at 4.00 p.m. Shareholders making a counterproposal must in connection with delivering the counterproposal present evidence of their shareholdings. A counterproposal will be considered at the General Meeting provided that the shareholder has the right to participate in the General Meeting, he/she has registered for General Meeting and that the shareholder holds shares corresponding to at least one hundredth of all shares in the Company on the record date of the General Meeting. If the counterproposal is not taken up for consideration at the General Meeting, the votes given in favour of the counterproposal will not be taken into consideration. The Company will publish possible counterproposals to be put to a vote on the Company’s website at lt.fi/en/investors by no later than 8 February 2022.
A shareholder may present questions referred to in Chapter 5, Section 25 of the Finnish Companies Act with respect to the matters to be considered at the General Meeting until 28 February 2022 at 4.00 p.m. in the electronic registration service or by email to the address yhtiokokous@lassila-tikanoja.fi. Such questions by shareholders, the Company’s responses to such questions as well as other counterproposals than those put to a vote are available on the on the Company’s website at lt.fi/en/investors by no later than 8 March 2022. As a prerequisite for presenting questions, a shareholder must present evidence to the Company of his/her shareholding.
6. Other instructions/information
On the date of this notice of the General Meeting, 26 January 2022, the total number of shares and votes in Lassila & Tikanoja plc is 38,798,874.
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.
Helsinki, 26 January 2022
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
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 8,171 people. Net sales in 2021 amounted to EUR 812.5 million. L&T is listed on Nasdaq Helsinki.
Distribution:
Nasdaq Helsinki
Major media
www.lt.fi/en
