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Notice to the Annual General Meeting of Lassila & Tikanoja plc

Lassila & Tikanoja Oyj
·19-min read

Lassila & Tikanoja plc
Stock exchange release
28 January 2021 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, 18 March 2021 at 4.00 pm. The meeting will be held under special arrangements without shareholders’ or their proxy representatives’ presence at Itämerentori 2, 00180 Helsinki, Finland.

The Board of Directors of the Company has resolved on an exceptional meeting procedure based on the temporary legislation approved by the Finnish Parliament on 15 September 2020 (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.

Shareholders and their proxy representatives can participate in the meeting and exercise their shareholder rights only by voting in advance and by making counterproposals and presenting questions in advance in accordance with this notice and the Company’s other instructions. It is not possible to participate in the General Meeting at the Meeting venue. Shareholders can, however, follow the General Meeting via webcast link available on the Company’s website at lt.fi/en/investors. Shareholders following the General Meeting in this way are not considered to participate in the General Meeting. Instructions for shareholders are presented in this notice under section C “Instructions for the participants in the General Meeting”.

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 persons to scrutinize the minutes and to supervise the counting of votes

Heikki Eskola, Legal Counsel, will act as the person to scrutinize the minutes and supervise the counting of votes. If Heikki Eskola 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.

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 2020

Presentation of the review by the President and CEO.

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 and which is available on the Company’s website no later than three weeks prior to the General Meeting, will be deemed to have been presented to the General Meeting under this item.

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 0.40 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 a shareholder who is registered in the Company’s shareholders’ register maintained by Euroclear Finland Ltd on the record date for dividend payment, 22 March 2021. The Board of Directors proposes to the General Meeting that the dividend be paid on 29 March 2021.

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 2020 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 25 February 2021 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 within the next 14 trading days, free from restrictions on trading, from the Annual General Meeting.

In addition, it is proposed that the following 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 remains unchanged at seven (7).

13. Election of members of the Board of Directors

The Nomination Board proposes that Heikki Bergholm, Teemu Kangas-Kärki, Laura Lares, Sakari Lassila, Laura Tarkka and Pasi Tolppanen are elected to the Board of Directors from among the current members and Jukka Leinonen is elected as a new member.

Jukka Leinonen was born in 1962 and holds an M.Sc. in electrical engineering. He serves as head of Telenor Group’s Nordic Cluster, which coordinates the Nordic cooperation, and as CEO of DNA Plc.

Biographical details of Board member candidates can be found on Lassila & Tikanoja’s website at lt.fi/en/investors.

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 KPMG Oy Ab, Authorised Public Accountants, be re-elected as the Company's auditor. KPMG Oy Ab has announced that it will appoint Leenakaisa Winberg, Authorised Public Accountant, as the Company’s auditor with principal responsibility.

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. 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 25 February 2021 at the latest. The minutes of the General Meeting are available on the above-mentioned website as of 1 April 2021 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. 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.

A shareholder or a proxy representative may not participate in the General Meeting by means of real-time telecommunications either, but shareholders may follow the General Meeting via link available on the Company’s website at lt.fi/en/investors. Shareholders following the General Meeting in this way are not considered to participate in the General Meeting.

1. Right to participate of a shareholder registered in the shareholders' register

Each shareholder, who is registered on 8 March 2021 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 10 February 2021, when the deadline for delivering counterproposals has expired and the Company has published the possible counterproposals to be put to a vote on the Company’s website. 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 11 March 2021 at 4.00 pm at the latest, by which time the notice of participation and the votes must be received.

Shareholders with a Finnish book-entry account can register and vote in advance on certain items on the agenda of the General Meeting during the period 10 February 2021–11 March 2021 at 4:00 pm by the following manners:

a) Via the Company’s website at lt.fi/en/investors

Registering and voting in advance requires strong electronic identification (online banking codes or Mobile ID) for natural persons and business ID and the shareholder’s book-entry account number for legal persons.

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 Euroclear Finland Oy by regular mail to Euroclear Finland Ltd, Yhtiökokous / Lassila & Tikanoja plc, P.O. Box 1110, FI-00101 Helsinki, Finland or by e-mail to yhtiokokous@euroclear.eu.

If a shareholder participates in the General Meeting by delivering votes in advance by regular mail or e-mail to Euroclear Finland Ltd, 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.

A shareholder must in connection with the registration submit the requested information, such as the shareholder’s identification and contact details. Personal data disclosed in connection with the shareholders’ registration will be used only in connection with the General Meeting and the thereto related necessary handling of registrations.

Instructions regarding the voting are available to all shareholders on the Company’s website at lt.fi/en/investors. Additional information is also available by telephone at +358 20 770 6876 on business days during 9.00 am–4.00 pm.

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. A proxy representative must produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting. 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.

A template for a proxy document and voting instructions are available on the Company’s website at lt.fi/en/investors as of 10 February 2021 at the latest when the deadline for delivering counterproposals to be put to a vote has expired and when the Company has published possible counterproposals to be put to a vote on the Company’s website.

A shareholder, who will not vote in advance himself/herself, may without any cost to the shareholder use the Company’s proxy authorization service and authorize Veli Siitonen, Attorney-at-Law at Merilampi Attorneys Ltd., or another of the Company independent Attorney-at-Law appointed by him to act as a proxy representative and exercise the shareholder’s voting rights at the General Meeting in accordance with the voting instructions given by the shareholder. A signed proxy document including an advance voting form must be delivered to Veli Siitonen, Attorney-at-Law, by regular mail or e-mail (contact details below) before the end of the registration and advance voting period, by which time the documents must be received.

Further information on the designated proxy representative is available on the website merilampi.com/ihmiset/specialist-counsels/veli-siitonen/ and his contact details are:
postal address: Merilampi Attorneys Ltd., Veli Siitonen, Keskuskatu 7, FI-00100 Helsinki, Finland
e-mail: veli.siitonen@merilampi.com
mobile phone: +358 40 519 2072

A shareholder may participate in the General Meeting and exercise his/her rights thereat also by appointing another proxy representative of his/her choice. A proxy representative appointed by a shareholder must also vote in advance by regular mail or e-mail in the herein described manner (a proxy representative cannot vote in the electronic advance voting system). A proxy representative must deliver a proxy document given to him/her including an advance voting form or corresponding information by regular mail to Euroclear Finland Ltd, Yhtiökokous / Lassila & Tikanoja plc, P.O. Box 1110, FI-00101 Helsinki, Finland or by e-mail to yhtiokokous@euroclear.eu before the end of the registration and advance voting period, by which time the documents or corresponding information must be received. Delivery of a proxy document to Euroclear Finland Ltd before the expiration of the registration period constitutes due 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 8 March 2021 would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Ltd. The right to participate in the Annual 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 15 March 2021, by 10.00 am. 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 Annual 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 4 February 2021 at 4.00 pm. 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 9 February 2021.

Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder may present questions with respect to the matters to be considered at the General Meeting until 1 March 2021 by e-mail to 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 9 March 2021. 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 27 January 2021, 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, 27 January 2021

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 making the circular economy a reality. 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 8,100 people. Net sales in 2020 amounted to EUR 751.9 million. L&T is listed on Nasdaq Helsinki.

Distribution:

Nasdaq Helsinki

Major media

www.lt.fi/en