Lassila & Tikanoja plc

Lassila & Tikanoja’s Shareholders’ Nomination Board submits proposals for the 2025 Annual General Meeting

Lassila & Tikanoja plc
Stock exchange release
10 January 2025 at 9:00 a.m.

Lassila & Tikanoja’s Shareholders’ Nomination Board submits proposals for the 2025 Annual General Meeting 

Lassila & Tikanoja’s Shareholders’ Nomination Board submits the following proposals to the Annual General Meeting to be held on 27 March 2025. The proposals will also be included in the notice of the 2025 Annual General Meeting.

Members of the Board of Directors

The Shareholders’ Nomination Board proposes the Board of Directors to have eight (8) members.

The Nomination Board proposes that, of the current members, Teemu Kangas-Kärki, Sakari Lassila, Jukka Leinonen, Anni Ronkainen, Juuso Maijala and Pasi Tolppanen be re-elected to the Board of Directors, and that Tuija Kalpala and Anna-Maria Tuominen-Reini be elected as new members to the Board of Directors.

In addition, the Nomination Board proposes that Jukka Leinonen be elected as Chairman of the Board of Directors and Sakari Lassila as Vice Chairman. Of the current members of the Board of Directors, Laura Lares has informed the Nomination Board that she is not available for re-election for the next term of the Board of Directors.

According to the currently valid Articles of Association, the management of the company and the proper arrangement of its operations are the responsibility of a Board of Directors comprising a minimum of three (3) and a maximum of seven (7) members appointed by the General Meeting of Shareholders. The Nomination Board’s proposal requires an amendment to Article 4 of the Articles of Association, which will be included in full in the notice of the Annual General Meeting. Of the company’s shareholders, the Evald and Hilda Nissi Foundation, Nordea Nordic Small Cap Fund Oy and the group of shareholders consisting of Chemec Oy, CH-Polymers Oy, Maijala Eeva, Maijala Investment Oy, Maijala Juhani, Maijala Juuso, Maijala Miikka, Maijala Mikko, Maijala Roope and Maijala Tuula, who are represented on the Nomination Board and collectively represent approximately 22.1% of all shares and votes in the company, have declared that they are in favour of the proposal.

The Nomination Board made the above proposals unanimously.

All of the candidates have given their consent to the election and are independent of the company and its significant shareholders. The term of the members of the Board of Directors will expire at the end of the 2026 Annual General Meeting.

With regard to the selection procedure for the members of the Board of Directors, the Shareholders’ Nomination Board recommends that shareholders take a position on the proposal as a whole at the General Meeting. This recommendation is based on the fact that at Lassila & Tikanoja plc, in line with a good Nordic governance model, the Shareholders' Nomination Board is separate from the Board of Directors. The Shareholders’ Nomination Board, in addition to ensuring that individual nominees for membership of the Board of Directors possess the required competences, is also responsible for making sure that the proposed Board of Directors as a whole has the best possible expertise and experience for the company and that the composition of the Board of Directors also meets other requirements of the Finnish Corporate Governance Code for listed companies.

The CV’s of Tuija Kalpala and Anna-Maria Tuominen-Reini are available on Lassila & Tikanoja’s website at www.lt.fi/en/company/management-and-board-of-directors/board-of-directors. The current members of the Board of Directors are presented on the same page.                                                                                                                
Remuneration paid to the Board of Directors

The Shareholders’ Nomination Board proposes that the remuneration of the members of the Board of Directors be as follows:

– chairman, EUR 70,000 per year (2024: EUR 70,000);
– vice chairman, EUR 47,000 per year (2024: EUR 47,000);
– members, EUR 35,000 per year (2024: EUR 35,000);

However, if a member of the Board of Directors were to serve as the chairman of the Audit Committee or the Personnel and Sustainability Committee, and not simultaneously serve as the chairman or vice chairman of the Board of Directors, their annual remuneration will be EUR 47,000.

It is proposed that the fees 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 the interim report for the first quarter of 2025.

In addition, it is proposed that the meeting fees be kept unchanged: 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.

The Shareholders’ Nomination Board consists of representatives appointed by the company’s three largest shareholders and the Chairman of the Board of Directors of Lassila & Tikanoja plc.

The Shareholders’ Nomination Board has consisted of Juhani Lassila as Chairman (Evald and Hilda Nissi Foundation), Miikka Maijala (group of shareholders), Tanja Eronen (Nordea Nordic Small Cap Fund Oy) and Jukka Leinonen (Chairman of the Board of Directors of Lassila & Tikanoja plc).

LASSILA & TIKANOJA PLC

For additional information, please contact:
Hilppa Rautpalo, General Counsel, Senior Vice President, Human Resources & Legal Affairs
tel. +358 46 876 7123

Lassila & Tikanoja is a service company that is putting the circular economy into practice. Together with our customers, we keep materials, manufacturing sites 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 approximately 8,160 people. Net sales in 2023 amounted to EUR 802.1 million. L&T is listed on Nasdaq Helsinki.

Distribution
Nasdaq Helsinki
Major media
www.lt.fi/en