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The Annual General Meeting 2021

The Annual General Meeting

The Annual General Meeting of Lassila & Tikanoja plc was held on March 18, 2021.

The Annual General Meeting Minutes

Resolutions of the Annual General Meeting

The Annual General Meeting of Lassila & Tikanoja plc, which was held under special arrangements without shareholders’ or their proxy representatives’ presence, adopted the financial statements and consolidated financial statements for the financial year 2020, discharged the members of the Board of Directors and the President and CEO from liability and approved the remuneration report of 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 composition and remuneration of the Board of Directors, the election and remuneration of the auditor, 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 0.40 per share be paid on the basis of the balance sheet to be adopted for the financial year 2020. 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, 22 March 2021. The dividend will be paid on 29 March 2021.

Composition and remuneration of the Board of Directors

The Annual General Meeting confirmed the number of members of the Board of Directors as seven (7) in accordance with the proposal of the Shareholders’ Nomination Board. Heikki Bergholm, Teemu Kangas-Kärki, Laura Lares, Sakari Lassila, Laura Tarkka and Pasi Tolppanen were re-elected and Jukka Leinonen was elected as a new member to the Board until the end of the following Annual General Meeting.

In accordance with the proposal of the Shareholders’ Nomination Board, 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 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 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.

Auditor

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.

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 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 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 effective for 18 months.

Shareholders’ Questions and the Company’s Answers

Shareholders had the right to ask questions referred to in Chapter 5, Section 25 of the Limited Liability Companies Act with respect to the matters to be considered at the General Meeting. Below such questions from shareholders and the company’s management’s answers to them.

What explains the difference in overall staff turnover between the Finnish and Swedish businesses and how is L&T going to address the difference?

 In Sweden, L&T provides technical maintenance solutions and cleaning services and employs 1,370 people. In Finland, L&T provides environmental services, industrial services and facility services and employs 6,673 people. The differences in the number of leavers between divisions are substantial.
Cleaning work does not always require previous work experience or a vocational degree. In cleaning operations, we also offer part-time work and we can, for example, employ a student for a few weeks for temporary extra earnings. Short employment relationships show in the leavers turnover rate.

Competent personnel and employee retention are at the core of L&T’s success. In August–September 2020, we conducted a Fiilinki job satisfaction survey, and the survey showed improved scores across the board. The higher indicators of supervisor quality were a particularly positive result. Our employee recommendation rate, which is one of L&T’s strategic objectives, developed favourably and stood at 82 per cent (2019: 73%).

In our Finnish operations, the most progress was seen in the Facility Services division, where all of the key personnel indicators improved significantly. We continued to implement the job satisfaction improvement measures we began in the previous year: supervisors and employees were provided with training, we continued to implement structural changes to clarify roles and increase the profile of supervisors and we also continued our consistent communications on our strategy. We have also monitored closely the development measures taken in response to the results of the Fiilinki survey at different organisational levels.

L&T has joined UN’s Global Compact initiative and complies with the ILO’s Basic Terms and Conditions of Employment. How has this been visible in L&T’s operations, especially in 2020?

L&T complies with laws and collective labour agreements in its operations. The company exercises particular care with regard to employment relationships with employees who are in a vulnerable position. We respect our employees’ freedom to unionise. L&T monitors its personnel’s compliance with collective agreements, environmental legislation, labour law, occupational safety legislation and regulations pertaining to financial management. L&T is also compliant with the applicable legislation governing contractors’ obligations and liability, and requires the same of its suppliers.
The personnel policies are supplemented by the company’s Code of Conduct, which emphasise the importance of fair and equal treatment and respect for each person’s dignity, privacy and individual rights. We do not tolerate any kind of discrimination, intimidation, harassment or bullying at the workplace.

L&T mainly operates in Finland and Sweden with local partners, and the risk of human rights violations is low in these countries. There was public discussion in 2020 regarding unfair treatment of employees that occurred in a few companies in the cleaning industry in Finland. The discussion did not concern L&T or its subsidiaries. Several of L&T’s customers conduct audits of L&T’s social responsibility practices and, based on the audits carried out in 2020, there were no observed shortcomings in the Group’s performance as regards social responsibility.

Is L&T going to adopt a more open information policy towards small investors?

Answer: As a listed company, L&T is committed to equal, unbiased and simultaneous communication towards all its investors. All L&T’s stock exchange releases and investor news are published on L&T’s website where they become available to all stakeholders at the same time. Stock exchange releases and investor news are also published on the website of NASDAQ OMX and distributed to the media.

In 2020, L&T completed 34 co-operation negotiations in Finland. Why did the company not communicate about them to external audiences?

L&T reports the number of temporarily laid off employees at the end of the review period in the personnel section of its interim report.

Why has the company not provided more detailed information about the incorporation carried out in 2020?

L&T clarified its group structure by incorporating its divisions on 1 January 2021. This was announced in the investor news on L&T’s website. The incorporation did not affect in the co-operation between customers, other stakeholders and Lassila & Tikanoja. The employees, equipment and fleet related to the production of the services were transferred to the new companies.

n 2017, L&T incorporated its damage repair services into L&T Korjausrakentaminen Oy. Korjausrakentaminen was sold in 2019. Can we anticipate something similar in the future?

The purpose of the incorporation is to clarify the group structure.

Why did you decide to discontinue your operations in Russia? Russia would be a market for experts and know-how in circular economy?

In 2019, the Russian state reformed its waste management, and the implementation of waste management in the Moscow region was allocated to seven operators. Consequently, the area in which Lassila & Tikanoja operates was allocated to two operators. In April 2020, the company was informed that one of the two operators would start operating waste logistics in the area, which would reduce Lassila & Tikanoja’s net sales in Russia by more than half by the beginning of September. In response to these significantly changed circumstances, Lassila & Tikanoja decided to discontinue its operations in Russia during 2020.

L&T Työllistämispalvelut Oy was founded in 2017. According to the Annual Report, L&T seeks to actively employ special groups, such as persons with reduced work ability and persons with disabilities. Why is the company not included in the register of social enterprises maintained by the Ministry of Economic Affairs and Employment? How has the company taken off and how many people does it employ? Shouldn’t at least 30 per cent of the company’s employees be persons with disabilities and long-term unemployed people?

In addition to the promotion of the safety and work ability of our personnel, social employment is one of the main themes of L&T’s social responsibility. This means that we also want to offer work to those special groups whose employment prospects in the normal labour market are weaker. We are collaborating closely with the voluntary sector and various organisations to this end. Furthermore, public service purchases more and more often contain so-called social criteria which require the service provider to employ special groups in service production. We founded L&T Työllistämispalvelut Oy for this kind of operation.

We have not sought the status of a social enterprise for the company because we do not intend to base its operation on public wage subsidies. The employment of special groups is currently undergoing a major transformation in the society. The decision-makers are preparing a new intermediary service for the market, reforming the wage subsidies and conducting municipal employment trials.

L&T Hankinta Ky was founded in 2005. It specialises in property maintenance and employs 189 people. What is the status of this limited partnership company in Lassila & Tikanoja plc? What division does it belong to?

The legal group structure of Lassila & Tikanoja consists of the parent company Lassila & Tikanoja plc and its subsidiaries. The group structure is organised so that a separate legal company entity represents each division. According the company’s Articles of Association, L&T Hankinta Ky operates in property maintenance.

Lassila & Tikanoja Plc owns a Huomenta franchising chain. Huomenta offers high-quality cleaning and other services to small and medium-sized enterprises as well as communities. The chain operates in several cities. What is the significance of the Huomenta chain to Lassila & Tikanoja Plc? What kind of net sales does this kind of operation bring?

The Huomenta chain consists of around 40 companies that operate in the Helsinki metropolitan area, Tampere, Hämeenlinna and Turku. The Huomenta chain specialises in offering services to small and medium-sized enterprises, and it serves needs of this customer base in the best possible way. In line with L&T’s disclosure policy, L&T reports financial information at the division level. The Huomenta chain is part of the Facility Services Finland division.