Shareholders’ Nomination Board

The Nomination Board shall be responsible for preparing and presenting proposals concerning the remuneration and number of members of the Board of Directors, as well as proposal on the members of the Board of Directors, the Chair of the Board of Directors and the Vice Chair 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 for existing Board members. 

The Nomination Board consists of four (4) members, of which the three (3) largest shareholders of the New Lassila & Tikanoja are each entitled to nominate one (1) member each. The person holding the position of Chair of the New Lassila & Tikanoja’s Board of Directors at the relevant time shall serve as the fourth member of the Nomination Board.

The right to appoint members to the Nomination Board is determined annually based on the registered holdings as per the first weekday in September. However, in accordance with the decision of the extraordinary general meeting preceding the demerger, the Nomination Board in 2026 will be determined based on the registered holdings as per January 14, 2026.

The first appointment of members of the Nomination Board be carried out as follows: 

1. L&T’s largest shareholders entitled to appoint members to the Nomination Board shall be determined based on registered holdings in L&T’s shareholders’ register held by Euroclear Finland Ltd. on 14 January 2026.
   
   Shareholders who have distributed their holdings into several funds shall make a written request to the Chair of the Board of Directors and to the General Counsel of L&T no later than on 14 January 2026, if such shareholder wishes that their holdings in such funds be considered when calculating the shares which determine the nomination right.
   
   A holder of nominee registered shares who wishes to utilise its nomination right shall, no later than on 14 January 2026, deliver reliable evidence of the amount of their shareholdings to the Chair of the Board of Directors and to the General Counsel of L&T.
   
   A group of shareholders who wish to appoint a joint representative to the Nomination Board shall make a written request thereof to the Chair of the Board of Directors and to the General Counsel of L&T no later than on 14 January 2026.
   
   
2. The Chair of the Board of Directors of L&T shall no later than on 14 January 2026 request each of the three largest shareholders determined in the manner set forth in the proposed Charter (taking into account the deviation provided for in item (i)) to appoint a member to the Nomination Board.
   
   
3. Additionally, in deviation from the proposed Charter, the Nomination Board shall submit its proposals for 2026 to the Board of Directors of L&T in time for them to be included in the notice to the 2026 Annual General Meeting, however, not later than on 27 February 2026.