The Annual General Meeting 2022

The Annual General Meeting of Lassila & Tikanoja plc was held on March 17, 2022. 

The Annual General Meeting of Lassila & Tikanoja plc, which was held 17 March 2022, under special arrangements without shareholders’ or their proxy representatives’ presence, adopted the financial statements and consolidated financial statements for the financial year 2021, 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, authorising the Board of Directors to decide on a share issue and the issuance of special rights entitling to shares, and the amendment of Section 4 of the Articles of Association.

The Annual General Meeting resolved that a dividend of EUR 0.46 per share be paid on the basis of the balance sheet adopted for the financial year 2021. 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, 21 March 2022. The dividend will be paid on 28 March 2022.

The Annual General Meeting confirmed the number of members of the Board of Directors as six (6) in accordance with the proposal of the Shareholders’ Nomination Board. Of the current Board members, Teemu Kangas-Kärki, Laura Lares, Sakari Lassila, Jukka Leinonen, Laura Tarkka and Pasi Tolppanen were re-elected 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 on the third trading day after the publication of Lassila &
Tikanoja plc’s interim report for the first quarter of 2022. 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 elected PricewaterhouseCoopers Oy, Authorised Public Accountants, as the auditor of the Company until the close of the next Annual General Meeting. PricewaterhouseCoopers Oy has announced that it will name Samuli Perälä, 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 effective for 18 months.

The Annual General Meeting resolved to amend the third sentence of Section 4 of the Articles of Association so that the General Meeting elects the Chairman and the Vice-Chairman of the Board.

After the amendment, Section 4 will 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.”