Lassila & Tikanoja plc
Stock exchange release
14 March 2019 7.05 pm
Resolutions by Lassila & Tikanoja plc’s Annual General Meeting
The Annual General Meeting of Lassila & Tikanoja plc, which was held today on 14 March 2019, adopted the financial statements and consolidated financial statements for the financial year 2017 and discharged the members of the Board of Directors and the President and CEO from liability. 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 of the Auditor, amendment of the Articles of Association and on the authorisation of the Board of Directors to repurchase the company's shares and to decide on the 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 0.92 per share be paid on the basis of the balance sheet to be adopted for the financial year 2018. 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, 18 March 2019. The dividend will be paid on 25 March 2019.
Composition and remuneration of the Board of Directors
The number of the members of the Board of Directors was confirmed six (6). The following Board members were re-elected to the Board until the end of the following AGM: Heikki Bergholm, Teemu Kangas-Kärki, Laura Lares, Sakari Lassila, Miikka Maijala and Laura Tarkka.
The Annual General Meeting resolved on the following annual fees: 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's shares held by the company or, if this is not feasible, shares acquired from the markets, and 60% in cash. Shares are to be issued to Board members and, where necessary, acquired directly from the markets on behalf of Board members within the next fourteen 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 members EUR 500 per meeting. The meeting fees will 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.
Auditor
The Annual General Meeting re-elected KPMG Oy Ab Authorised Public Accountants, as 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 its principal auditor. The meeting resolved that the fees of the Auditor will be paid according to invoice presented.
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 repurchase Company 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 is valid for 18 months. This authorisation cancels previous authorisations to repurchase own shares.
Authorising the Board of Directors to decide on the 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 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.
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 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 valid for 18 months.
The amendment of the Articles of Association
The Annual General Meeting resolved to amend the Articles of Association of the Company according to the Board of Directors’ proposition. Article 6 (“Auditors”) of the Articles of Association shall be updated to read in its entirety as follows:
“An Authorized Public Accountants Organization shall be elected as the Company’s auditor. The auditor shall designate an Authorized Public Accountant having principal responsibility. The term of the auditor shall be the financial year of the Company and the duties of the auditor expire at the end of the first Annual General Meeting of Shareholders following the election.”
At the same time, Article 13, Point 9, concerning matters to be handled by the Annual General Meeting, shall be amended to correspond to the new wording of Article 6, because only one auditor is required to be elected in the Annual General Meeting in the future.
Furthermore, Article 4 (”Board of Directors”) of the Articles of Association shall be amended so that the following provision concerning the upper age limit of the members of the Board of Directors shall be removed: “No person who is 70 years of age or older can be elected to the Board of Directors”, and Article 12 (“Informing of participation in General Meeting of Shareholders”) shall be amended so that the following provision concerning voting limitation shall be removed: “At the General Meeting of Shareholders, no shareholder may cast more than one fifth (1/5) of the total number of votes represented at the General Meeting of Shareholders.”
The minutes of the meeting will be available on the company website www.lt.fi/en/ as from 28 March 2019 at the latest.
LASSILA & TIKANOJA PLC
Eero Hautaniemi
President and CEO
Additional information:
Eero Hautaniemi, President and CEO, tel. +358 10 636 2810
Juha Jaatinen, CFO, tel. +358 50 487 3020
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. We help our customers maintain the value of their properties and materials while protecting the environment. We achieve this by delivering responsible and sustainable service solutions that make the daily lives of our customers easier. We operate in Finland, Sweden, and Russia. L&T employs 8,600 people. Net sales in 2018 amounted to EUR 802.2 million. L&T is listed on Nasdaq Helsinki.
Distribution:
Nasdaq Helsinki
Major media
www.lt.fi/en