Lassila & Tikanoja plc
Stock Exchange Release
10 October 2025 at 3.30 pm
NOTICE TO THE EXTRAORDINARY GENERAL MEETING
Notice is given to the shareholders of Lassila & Tikanoja plc of the Extraordinary General Meeting to be held on Thursday, 4 December 2025, at 4:00 p.m. (Finnish time) in Valkea talo, at the address of Ilkantie 4, Haaga, 00400 Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of the voting tickets will commence at 3:00 p.m. (Finnish time).
Shareholders can exercise their voting rights also by voting in advance. Instructions for advance voting are presented in this notice under section C “Instructions for the participants in the meeting”.
It is possible to follow the meeting via webcast. Instructions for following the webcast are available on the Company’s website at www.lt.fi/en/investors. It is not possible to ask questions, make counterproposals, otherwise speak or vote via webcast, and following the meeting via webcast is not considered participation in the Extraordinary General Meeting or exercise of the shareholders rights.
After the Extraordinary General Meeting, coffee will be served at the meeting venue.
A. Matters on the agenda of the General Meeting
At the Extraordinary General Meeting, the following matters will be considered:
1 Opening of the meeting
2 Calling the meeting to order
3 Election of persons to scrutinize the minutes and to supervise the counting of votes
4 Recording the legality of the meeting
5 Recording the attendance at the meeting and adoption of the list of votes
6 Approval of the Demerger Plan and resolving on the Partial Demerger
The Board of Directors of Lassila & Tikanoja plc (the “Company”) proposes to the Extraordinary General Meeting that the General Meeting resolves on the partial demerger of the Company in accordance with the demerger plan approved by the Board of Directors and signed on 7 August 2025 (the “Demerger Plan”) and approves the Demerger Plan so that, as part of the demerger resolution, the Extraordinary General Meeting resolves as a whole on the matters presented below conditional upon the completion of the demerger. The resolution on the approval of the Demerger Plan and on the partial demerger shall be made by a qualified majority of two thirds (2/3) of the votes cast and the shares represented at the Extraordinary General Meeting. The Demerger Plan is available on the Company’s website at https://www.lt.fi/en/investors/lt-as-an-investment/demerger-2025.
Pursuant to the Demerger Plan, the Company will demerge by way of a partial demerger so that all assets, debts, and liabilities of the Company relating to the circular economy business area or mainly serving the circular economy business area of the Company (the “Circular Economy Business Area”) be transferred without a liquidation procedure to a new independent company to be named Lassila & Tikanoja Plc (the “New Lassila & Tikanoja”) and to be incorporated in the demerger (the “Demerger”).
In connection with the Demerger, the Company is proposed to be re-named Luotea Plc (in Finnish Luotea Oyj), as set forth in Section 3.1 of the Demerger Plan.
The purpose of the Demerger is to separate the Company’s Circular Economy Business Area and Facility Services business area into two standalone companies. The planned date of registration of the completion of the Demerger is 31 December 2025 (the “Effective Date”). The actual Effective Date may yet change from the aforesaid date, as set forth in Section 21 of the Demerger Plan.
Despite the resolution of the General Meeting, the Board of Directors of the Company may, at any time prior to the completion of the Demerger, resolve not to complete the Demerger if the Board of Directors of the Company considers that completion would no longer be in the best interest of the Company and its shareholders due to a change in circumstances that has occurred or arisen after the Demerger Plan was signed.
In accordance with the Demerger Plan, the shareholders of the Company shall receive as demerger consideration one (1) new share in the New Lassila & Tikanoja for each share owned in the Company (the “Demerger Consideration”), that is, the Demerger Consideration will be issued to the shareholders of the Company in proportion to their existing shareholding with a ratio of 1:1. The Demerger Consideration will be issued on the Effective Date, or as soon as possible thereafter. The Demerger Consideration will be issued through the book-entry securities system maintained by Euroclear Finland Oy and will be distributed automatically, meaning that no action is required from the shareholders of the Company in relation thereto. The allocation of the Demerger Consideration is based on the shareholding in the Company on the Effective Date.
The New Lassila & Tikanoja will apply for the listing of all its shares primarily on the official list of Nasdaq Helsinki Ltd (“Nasdaq Helsinki”). The trading in the New Lassila & Tikanoja’s shares on Nasdaq Helsinki will begin on 2 January 2026 or as soon as reasonably possible thereafter.
As part of the resolution on the Demerger, the Extraordinary General Meeting shall decide on the following matters, conditionally upon the completion of the Demerger:
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- The incorporation of the New Lassila & Tikanoja and approval of its Articles of Association
The New Lassila & Tikanoja will be incorporated in connection with the registration of the completion of the Demerger on the Effective Date. It has been proposed that the company name be Lassila & Tikanoja Plc (in Finnish Lassila & Tikanoja Oyj), and the New Lassila & Tikanoja’s proposed Articles of Association are included in full as an appendix to the Demerger Plan.
The proposed Articles of Association of the New Lassila & Tikanoja are, to the extent applicable, based on the current articles of association of the Company.
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- The number of the members of the Board of Directors and election of the members of the Board of Directors of the New Lassila & Tikanoja
According to the proposed Articles of Association of the New Lassila & Tikanoja, the New Lassila & Tikanoja shall have a Board of Directors comprising of a minimum of three (3) and a maximum of eight (8) members. According to the proposed Articles of Association of the New Lassila & Tikanoja, the Board members’ term of office expires at the end of the next Annual General Meeting following their election.
The Board of Directors of the Company proposes, on the recommendation of the Company’s Shareholders’ Nomination Board, that the number of members of the Board of Directors shall be five (5). Should any of the proposed candidates withdraw their consent or otherwise not be available for election at the Extraordinary General Meeting, the number of members of the Board of Directors of the New Lassila & Tikanoja is proposed to be the number of available candidates.
The Board of Directors of the Company proposes, on the recommendation of the Company’s Shareholders’ Nomination Board, that Jukka Leinonen be elected as Chair of the Board of Directors, that Sakari Lassila be elected as Vice Chair of the Board of Directors, and that Tuija Kalpala, Teemu Kangas-Kärki and Anna-Maria Tuominen-Reini be elected as members of the Board of Directors of the New Lassila & Tikanoja. The term of the members of the Board of Directors shall commence on the Effective Date and expire at the end of the first Annual General Meeting of the New Lassila & Tikanoja following the Effective Date. Should any of the proposed candidates withdraw their consent or otherwise not be available for election at the Extraordinary General Meeting, the remaining available candidates are proposed to be elected as presented above. Subject to the completion of the Demerger, the terms of office of Jukka Leinonen, Tuija Kalpala, Teemu Kangas-Kärki, Sakari Lassila and Anna-Maria Tuominen-Reini as members of the Board of Directors of the Company will end on the Effective Date. All candidates have given their consent to the election and are expected to be independent of the New Lassila & Tikanoja and its significant shareholders, once the New Lassila & Tikanoja has been incorporated.
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- Amendment of the Articles of Association of the Company
The Board of Directors of the Company proposes that Articles 1 and 2 of the Articles of Association of the Company, i.e. the Company Name and Domicile and the Company’s Field of Operations, be amended in connection with the Demerger. In their amended form, said provisions of the Articles of Association would read as follows:
1 § Company Name and Domicile
The name of the Company is Luotea Oyj and in English Luotea Plc. The Company’s domicile is Helsinki.
2 § The Company’s Field of Operations
The field of operations of the Company is to practise, either directly or through subsidiaries or partnership companies, various services related to the maintenance, energy efficiency, and sustainability of properties and facilities, such as property maintenance services, cleaning and support services, security services, technical facility services, HVAC services, electrical works, as well as consulting services and other business activities related to the aforementioned services. The field of operations of the Company also includes management and financing services of the Group. For its operations, the Company may own and control shares, holdings, securities, and real estate, and trade and lease them.
It is proposed that the Articles of Association of the Company remain unchanged in other respects. The amended Articles of Association of the Company shall enter into force upon the registration of the completion of the Demerger on the Effective Date.
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- Decrease of share capital of the Company
The share capital of the Company is proposed to be decreased in connection with the Demerger from EUR 19,399,437.00 to EUR 1,000,000.00. The amount by which the share capital of the Company is decreased will be recorded in the Company’s invested unrestricted equity reserve.
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- Authorisation to issue shares and special rights entitling to shares in the New Lassila & Tikanoja
As set out in detail in Section 19.1 of the Demerger Plan, the Board of Directors of the New Lassila & Tikanoja is proposed to be authorised to decide, following the completion of the Demerger, on the issuance of shares, as well as the issuance of option rights and other special rights entitling to shares, so that altogether 2,000,000 shares in the New Lassila & Tikanoja may be issued and/or conveyed under the authorisation.
The authorisation may be used for the financing or execution of potential acquisitions or other arrangements or investments relating to the New Lassila & Tikanoja’s business, for the implementation of the New Lassila & Tikanoja’s share-based incentive plan or for other purposes resolved by the Board of Directors of the New Lassila & Tikanoja.
The authorisation entitles the Board of Directors of the New Lassila & Tikanoja to decide on all terms and conditions. The authorisation thus includes the right to issue shares also in a proportion other than that of the shareholders’ current shareholdings in the New Lassila & Tikanoja 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 New Lassila & Tikanoja itself.
The authorisation is valid until the conclusion of the first Annual General Meeting held by the New Lassila & Tikanoja following the completion of the Demerger.
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- Authorisation to decide on acquisition of the New Lassila & Tikanoja’s own shares and on acceptance as pledge of the New Lassila & Tikanoja s own Shares
As set out in detail in Section 19.2 of the Demerger Plan, the Board of Directors of the New Lassila & Tikanoja is proposed to be authorised decide, following the completion of the Demerger, on the acquisition of the New Lassila & Tikanoja’s own shares and on the acceptance as pledge of the New Lassila & Tikanoja’s own shares. The authorisation covers in total a maximum of 2,000,000 of the New Lassila & Tikanoja’s own shares. Own shares will be repurchased otherwise than in proportion to the existing shareholdings of the New Lassila & Tikanoja’s shareholders through trading on regulated market organised by Nasdaq Helsinki at the market price quoted at the time of the repurchase.
The purpose of the acquisitions of the New Lassila & Tikanoja’s own shares and/or acceptances as pledge of the New Lassila & Tikanoja’s own shares is to develop the New Lassila & Tikanoja’s capital structure and/or to use the shares as consideration in the New Lassila & Tikanoja’s potential corporate acquisitions, in other business arrangements, as part of the New Lassila & Tikanoja’s share-based incentive plan, or to finance investments. The repurchased shares may either be held by the New Lassila & Tikanoja or be cancelled or conveyed. The Board of Directors of the New Lassila & Tikanoja decides on all other terms and conditions related to the share repurchases and/or acceptances as pledge.
The authorisation is valid until the conclusion of the first Annual General Meeting held by the New Lassila & Tikanoja following the completion of the Demerger.
7 Resolution on the remuneration of the members of the Board of Directors of the New Lassila & Tikanoja
The Board of Directors of the Company proposes, on the recommendation of the Company’s Shareholders’ Nomination Board, that the remuneration of the members of the Board of Directors of the New Lassila & Tikanoja be as follows:
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- Chair, EUR 70,000 per year;
- Vice Chair, EUR 47,000 per year; and
- members, EUR 35,000 per year.
However, if a member of the Board of Directors of the New Lassila & Tikanoja were to serve as the Chair of the Audit Committee or the Personnel and Sustainability Committee, and not simultaneously serve as the Chair or Vice Chair of the Board of Directors of the New Lassila & Tikanoja, their annual remuneration will be EUR 47,000.
It is proposed that the fees be paid so that 40 per cent of the annual fee is paid in the New Lassila & Tikanoja’s shares held by the New Lassila & Tikanoja or, if this is not feasible, shares acquired from the market, and 60 per cent in cash. Notwithstanding the above, the annual fee can be paid fully in cash if, due to legal, tax, or other regulatory restrictions, or for any other reason related to the New Lassila & Tikanoja or a member of the Board of Directors, the fee cannot be paid in shares.
In addition, it is proposed that meeting fees be paid to the members of the Board of Directors of the New Lassila & Tikanoja as follows: EUR 1,000 per meeting to the Chair, EUR 700 per meeting to the Vice Chair and EUR 500 per meeting to the other members of the Board of Directors. In accordance with the proposal, meeting fees will also be paid to the Chair and members of committees established by the Board of Directors as follows: Chair EUR 700 and ordinary members EUR 500.
The resolution on the remuneration of the members of the Board of Directors of the New Lassila & Tikanoja is conditional upon the completion of the Demerger, i.e., the resolution will enter into force in connection with the registration of the completion of the Demerger on the Effective Date.
8 Election of the auditor of the New Lassila & Tikanoja
According to the proposed Articles of Association of the New Lassila & Tikanoja, the New Lassila & Tikanoja’s auditor must be an audit firm, and the principal auditor appointed by the audit firm must be an Authorised Public Accountant (in Finnish: KHT-tilintarkastaja).
The Board of Directors of the Company proposes that PricewaterhouseCoopers Oy, Authorised Public Accountants, be elected as the New Lassila & Tikanoja’s auditor. PricewaterhouseCoopers Oy has informed the Company that Samuli Perälä, Authorised Public Accountant, would act as the New Lassila & Tikanoja’s auditor with principal responsibility.
The resolution on the election of the auditor of the New Lassila & Tikanoja is conditional upon the completion of the Demerger, i.e., the resolution will enter into force in connection with the registration of the completion of the Demerger on the Effective Date.
9 Election of the verifier of the New Lassila & Tikanoja’s sustainability report
According to the proposed Articles of Association of the New Lassila & Tikanoja, the verifier of the New Lassila & Tikanoja’s sustainability report must be a sustainability audit firm, and the principal verifier appointed by the firm must be an Authorised Sustainability Auditor (in Finnish: KRT-tarkastaja).
The Board of Directors of the Company proposes that PricewaterhouseCoopers Oy, Authorised Sustainability Audit Firm, be elected as verifier of the New Lassila & Tikanoja’s sustainability report. PricewaterhouseCoopers Oy has informed the Company that Samuli Perälä, Authorised Sustainability Auditor, would act as the principal verifier of the New Lassila & Tikanoja’s sustainability report.
The resolution on the election of verifier of the New Lassila & Tikanoja’s sustainability report is conditional upon the completion of the Demerger, i.e., the resolution will enter into force in connection with the registration of the completion of the Demerger on the Effective Date.
10 Resolution on the remuneration of the New Lassila & Tikanoja’s auditor and verifier of the sustainability report
The Board of Directors of the Company proposes that the remuneration of the New Lassila & Tikanoja’s auditor and verifier of the sustainability report be paid in accordance with an invoice approved by the New Lassila & Tikanoja.
The resolution on the remuneration of the New Lassila & Tikanoja’s auditor and verifier of the sustainability report is conditional upon the completion of the Demerger, i.e., the resolution will enter into force in connection with the registration of the completion of the Demerger on the Effective Date.
11 The establishment of a Shareholders’ Nomination Board for the New Lassila & Tikanoja
The Board of Directors of the Company proposes that a Shareholders’ Nomination Board be established for the New Lassila & Tikanoja and that its Charter be adopted. The proposed Charter of the New Lassila & Tikanoja’s Shareholders’ Nomination Board is, to the extent applicable, based on the Charter of the Company’s Shareholders’ Nomination Board.
The Shareholders’ Nomination Board of the New Lassila & Tikanoja shall be responsible for preparing and presenting proposals concerning the remuneration and number of members of the New Lassila & Tikanoja’s 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 Shareholders’ Nomination Board of the New Lassila & Tikanoja would consist 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 Chair of the New Lassila & Tikanoja’s Board of Directors shall serve as the fourth member of the Nomination Board.
Because the proposed Charter of the Shareholders’ Nomination Board of the New Lassila & Tikanoja provides that the right to appoint members to the Nomination Board is determined annually based on the registered holdings as per the first weekday in September, but the Effective Date is on 31 December 2025, the Board of Directors of the Company proposes that the first appointment of members of the Nomination Board be carried out in deviation from the proposed Charter as follows:
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- The New Lassila & Tikanoja’s largest shareholders entitled to appoint members to the Nomination Board shall be determined based on registered holdings in the New Lassila & Tikanoja’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 the New Lassila & Tikanoja 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 the New Lassila & Tikanoja. 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 the New Lassila & Tikanoja no later than on 14 January 2026.
- The Chair of the Board of Directors of the New Lassila & Tikanoja 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.
- Additionally, in deviation from the proposed Charter, the Nomination Board shall submit its proposals to the Board of Directors of the New Lassila & Tikanoja in time for them to be included in the notice to the 2026 Annual General Meeting, however, not later than on 14 January 2026.
The proposed Charter of the Nomination Board shall be complied with in all other respects.
The composition, tasks and activities of the Shareholders’ Nomination Board of the New Lassila & Tikanoja are defined in more detail in its proposed Charter that is available on the Company’s website at www.lt.fi/en/investors.
The resolution on the establishment of a Shareholders’ Nomination Board for the New Lassila & Tikanoja is conditional upon the completion of the Demerger, i.e., the resolution will enter into force in connection with the registration of the completion of the Demerger on the Effective Date.
12 Adoption of the remuneration policy for governing bodies of the New Lassila & Tikanoja
The Board of Directors of the Company proposes that the Remuneration Policy for the governing bodies of the New Lassila & Tikanoja be adopted. The New Lassila & Tikanoja’s remuneration policy for governing bodies is available on the Company’s website at www.lt.fi/en/investors. The resolution of the General Meeting is advisory.
The resolution on the remuneration policy for the governing bodies of the New Lassila & Tikanoja is conditional upon the completion of the Demerger, i.e., the resolution will enter into force in connection with the registration of the completion of the Demerger on the Effective Date.
13 Resolution on the remuneration of the members of the Board of Directors of the Company
The Board of Directors of the Company proposes, on the recommendation of the Company’s Shareholders’ Nomination Board, that the remuneration of the members of the Board of Directors of the Company, to be elected conditionally upon the completion of the Demerger, be as follows:
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- Chair, EUR 50,000 per year;
- Vice Chair, EUR 30,000 per year; and
- members, EUR 27,000 per year.
However, if a member of the Board of Directors of the Company were to serve as the Chair of the Audit Committee or the Personnel and Sustainability Committee, and not simultaneously serve as the Chair or Vice Chair of the Board of Directors of the Company, their annual remuneration will be EUR 30,000.
It is proposed that the fees be paid so that 40 per cent of the annual fee is paid in the Company’s shares held by the Company or, if this is not feasible, shares acquired from the market, and 60 per cent in cash. Notwithstanding the above, the annual fee can be paid fully in cash if, due to legal, tax, or other regulatory restrictions, or for any other reason related to the Company or a member of the Board of Directors, the fee cannot be paid in shares.
In addition, it is proposed that meeting fees be paid to the members of the Board of Directors of the Company as follows: EUR 1,000 per meeting to the Chair, EUR 700 per meeting to the Vice Chair and EUR 500 per meeting to the other members of the Board of Directors. In accordance with the proposal, meeting fees will also be paid to the Chair and members of committees established by the Board of Directors as follows: Chair EUR 700 and ordinary members EUR 500.
14 Resolution on the number of members of the Board of Directors of the Company
The Board of Directors of the Company proposes, on the recommendation of the Company’s Shareholders’ Nomination Board, that the number of members of the Board of Directors of the Company, as of the Effective Date, shall be six (6).
The resolution on the number of members of the Board of Directors of the Company is conditional upon the completion of the Demerger, i.e., the resolution will enter into force in connection with the registration of the completion of the Demerger on the Effective Date.
15 Election of members of the Board of Directors of the Company
The Board of Directors of the Company proposes, on the recommendation of the Company’s Shareholders’ Nomination Board, that Pasi Tolppanen, Anna-Maria Ronkainen and Juuso Maijala continue to serve as members of the Board of Directors of the Company, and that Johan Mild, Timo Karppinen and Soile Kankaanpää be elected as new members of the Board of Directors of the Company for a term commencing on the Effective Date and expiring at the end of the next Annual General Meeting of the Company.
The Board of Directors of the Company further proposes, on the recommendation of the Company’s Shareholders’ Nomination Board, that, as of the Effective Date, Johan Mild be elected Chair and that Pasi Tolppanen be elected Vice Chair of the Board of Directors of the Company.
The resolution on the election of the members of the Board of Directors of the Company is conditional upon the completion of the Demerger, i.e., the resolution will enter into force in connection with the registration of the completion of the Demerger on the Effective Date.
All candidates have given their consent to the election and are independent of the Company and its significant shareholders.
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 the Company, 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 Johan Mild, Timo Karppinen and Soile Kankaanpää are available on the Company’s website at www.lt.fi/en/company/management-and-board-of-directors/board-of-directors. The current members of the Board of Directors of the Company are presented on the same page.
16 Closing of the Meeting
B. Documents of the General Meeting
This notice, including all the proposals, is available on the Company’s website at www.lt.fi/en/investors, in addition to which it will be sent by mail to each shareholder whose address is known to the Company. The Demerger Plan (which includes the Auditor’s statement on the Demerger Plan and a preliminary illustration of the balance sheets of the Company and the New Lassila & Tikanoja), the remuneration policy of the New Lassila & Tikanoja, the proposed Charter of the New Lassila & Tikanoja’s Shareholders’ Nomination Board, the Company’s annual reports the for the years ended and as at 31 December 2024, 2023 and 2022 (including the annual accounts, the reports of the Board of Directors, and the Auditor’s reports), the Company’s interim reports for the three, six and, nine months ended 31 March 2025, 30 June 2025, and 30 September 2025, the minutes of the Company’s Annual General Meeting held on 27 March 2025, and all other documents that according to the Finnish Companies Act shall be kept available for the shareholders, will be available on the said website as of 4.11.2025 at the latest. The above-mentioned documents are also available at the meeting.
The Company will draw up and publish a Finnish language demerger and listing prospectus and an English language translation thereof which will contain more detailed information on the Demerger and on the New Lassila & Tikanoja. The demerger and listing prospectus will be made available on https://www.lt.fi/en/investors/lt-as-an-investment/demerger-2025 prior to the Extraordinary General Meeting.
The minutes of the General Meeting are available on the above-mentioned website as of 18 December 2025 at the latest.
C. Instructions for the participants in the General Meeting
1 Shareholders registered in the shareholders’ register
Each shareholder, who is registered on the record date of the General Meeting, 24 November 2025, in the Company’s shareholders’ register held by Euroclear Finland Oy, 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.
Registration for the General Meeting will begin on 17 October 2025. A shareholder who is registered in the shareholders’ register of the Company and who wants to participate in the General Meeting, shall register for the meeting no later than Monday 1 December 2025 at 10:00 a.m. (Finnish time), by which time the registration must be received. The registration may be made:
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- on the Company’s website at www.lt.fi/en/investors
Electronic registration requires strong authentication of the shareholder or his/her legal representative or proxy representative with a Finnish, Swedish or Danish bank ID or mobile certificate.
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- by email by submitting the registration and advance voting form, which is available on the Company’s website at the latest as of 17 October 2025, or corresponding information, addressed to egm@innovatics.fi
- by telephone +358 10 2818 909 on weekdays at 9:00 a.m. - 12:00 noon and 1:00 p.m. - 4:00 p.m. (Finnish time)
When registering by telephone, a shareholder cannot vote in advance.
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- by regular mail by submitting the registration (and advance voting form), which is available on the Company’s website at the latest as of 17 October 2025, or corresponding information, addressed to Innovatics Oy, EGM/Lassila & Tikanoja plc, Ratamestarinkatu 13 A, 00520 Helsinki, Finland.
In connection with the registration, a shareholder must state the requested information such as his/her name, date of birth/company identification number, e-mail address, telephone number and the name of a possible assistant or proxy representative and the date of birth of a proxy representative. The personal data given to the Company and Innovatics Oy is used only in connection with the General Meeting and with the processing of related registrations.
A shareholder, his/her representative or proxy representative shall, on demand, be able to prove their identity and/or right to representation at the meeting venue.
Further information regarding the registration and advance voting is available by telephone during the General Meeting’s registration period by calling Innovatics Oy at +358 10 2818 909 on weekdays at 9:00 a.m. - 12:00 noon and 1:00 p.m. - 4:00 p.m. (Finnish time).
2 Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Extraordinary General Meeting by virtue of such shares, based on which he/she on the record date of the General Meeting, 24 November 2025, would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Oy. The right to participate in the Extraordinary 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 Oy at the latest by 1 December 2025, by 10:00 a.m. (Finnish time). As regards nominee registered shares this constitutes due registration for the Extraordinary General Meeting. Changes in shareholdings that take place after the record date of the General Meeting do not affect the right to participate in the Extraordinary General Meeting or the shareholder’s share of votes.
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, registration for the Extraordinary General Meeting and advance voting from his/her custodian bank. The account manager of the custodian bank shall register a holder of nominee registered shares, who wants to participate in the Extraordinary General Meeting, temporarily into the Company’s shareholders’ register at the latest by the time stated above and, if necessary, arrange advance voting on behalf of a nominee-registered shareholder before the end of the registration period for nominee-registered shareholders. Further information is also available on the Company’s website at www.lt.fi/en/investors.
3 Proxy representative and powers of attorney
A shareholder may participate in the Extraordinary General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative may also vote in advance as described in this notice. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. When a shareholder participates in the Extraordinary 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 Extraordinary General Meeting.
Possible proxy documents shall be delivered before the end of the registration period primarily as attachments in connection with electronic or e-mail registration or alternatively as originals by mail to Innovatics Oy, EGM/Lassila & Tikanoja plc, Ratamestarinkatu 13 A, 00520 Helsinki, Finland. In addition to the delivery of proxy documents, a shareholder or his/her proxy representative shall ensure that he/she has registered for the Extraordinary General Meeting in the manner described above in this notice.
Shareholders may also use the electronic Suomi.fi authorisation service instead of a traditional proxy document to authorise a proxy representative. The proxy representative is designated in the Suomi.fi service at www.suomi.fi/e-authorizations (authorisation topic: “Representation at the General Meeting”). The proxy representative is required to identify themselves with strong electronic authentication in the general meeting service during registration, after which they may register and vote in advance on behalf of the shareholder they represent. Strong electronic authentication is available via personal online banking credentials or mobile certificate. More information on the electronic authorisation is available on www.suomi.fi/e-authorizations.
4 Advance voting
A shareholder, whose shares are registered on his/her personal Finnish book-entry account, can participate in the General Meeting by voting in advance on certain items on the agenda of the Extraordinary General Meeting during the period from 17 October 2025 to 1 December 2025 10:00 a.m. (Finnish time)
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- on the Company’s website www.lt.fi/en/investors; or
- by email or mail by submitting the advance voting form, which will be made available on the Company’s website at www.lt.fi/en/investors, or corresponding information, to Innovatics Oy by email to egm@innovatics.fi or by mail addressed to Innovatics Oy, EGM/Lassila & Tikanoja plc, Ratamestarinkatu 13 A, 00520 Helsinki, Finland. The advance votes must be received by the end of the advance voting period.
It is not possible for shareholders who have voted in advance to use the right to request information or the right to request a vote stipulated in the Finnish Companies Act or to vote on a possible counterproposal unless the shareholder participates in the Extraordinary General Meeting at the meeting venue in person or by way of proxy representation.
With respect to nominee registered shareholders, the advance voting is carried out by the account manager. The account manager may vote in advance during the registration period for the nominee registered shares on behalf of the represented nominee registered shareholders in accordance with the voting instructions given by them.
An agenda item subject to advance voting is considered to have been presented unchanged to the general meeting. The terms and conditions, and other instructions for electronic advance voting are available on the Company’s website at www.lt.fi/en/investors.
5 Other instructions and information
The language of the general meeting will be Finnish. Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the general meeting has the right to request information with respect to matters to be handled at the meeting.
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.
On the date of this notice to the General Meeting, 10 October 2025, the total number of shares and votes in Lassila & Tikanoja plc is 38,798,874.
Shareholders are requested to note that following the meeting via webcast is not considered as official participation in the meeting unless the shareholder has voted in advance.
Further information on registration and advance voting is available by telephone during the registration period from +358 10 2818 909 on weekdays at 9:00 a.m. - 12:00 noon and 1:00 p.m. - 4:00 p.m. (Finnish time).
Helsinki, 10 October 2025
LASSILA & TIKANOJA PLC
Board of Directors
Eero Hautaniemi
President and CEO
For additional information, please contact
Hilppa Rautpalo, General Counsel, SVP HR and Legal, 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 7,400 people. Net sales in 2024 amounted to EUR 770.7 million. L&T is listed on Nasdaq Helsinki.
Distribution:
Nasdaq Helsinki
Major media
www.lt.fi/en
