Resolutions by Lassila & Tikanoja plc’s Annual General Meeting
and the constitutive meeting of the Board of Directors
Lassila & Tikanoja plc
Stock exchange release
21 March 2024 at 7:00 pm
Resolutions by Lassila & Tikanoja
plc’s Annual General Meeting and the constitutive meeting of the
Board of Directors
The Annual General Meeting of Lassila &
Tikanoja plc, which was held today, on 21 March 2024, adopted the
financial statements and consolidated financial statements for the
financial year 2023, discharged the members of the Board of
Directors and the President and CEO from liability and adopted
Remuneration Report and Remuneration Policy for the Company’s
governing bodies. 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 and remuneration of the auditor, the adoption and
remuneration of the sustainability auditor and authorising the
Board of Directors to decide on the repurchase of the Company’s own
shares and on a 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 0.49 per share be paid on the basis of the balance
sheet to be adopted for the financial year 2023. The dividend will
be paid to shareholders registered in the Company’s shareholder
register maintained by Euroclear Finland Ltd on the record date for
dividend payment, 25 March 2024. The dividend will be paid on 3
April 2024.
Composition and remuneration of the
Board of Directors
The Annual General Meeting confirmed the number
of members of the Board of Directors as seven (7) in accordance
with the proposal of the Shareholders’ Nomination Board. Teemu
Kangas-Kärki, Laura Lares, Sakari Lassila, Jukka Leinonen, Anni
Ronkainen, and Pasi Tolppanen were re-elected and Juuso Maijala was
elected as a new member to the Board until the end of the following
Annual General Meeting. Jukka Leinonen was elected as the Chairman
of the Board and Sakari Lassila was elected as the Vice
Chairman.
The Annual General Meeting resolved, in
accordance with the proposal of the Shareholders’ Nomination Board,
that the annual fees to be paid to the members of the Board be as
follows: Chairman EUR 70,000, Vice Chairman EUR 47,000 and the
ordinary members EUR 35,000.
The fees shall 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
Lassila & Tikanoja plc’s interim report for the first quarter
of 2024. In addition, the following meeting fees will be paid:
Chairman EUR 1,000, Vice Chairman EUR 700 and the ordinary members
EUR 500 per meeting. Meeting fees will also be paid to the Chairman
and to the members of committees established by the Board as
follows: Chairman EUR 700 and the ordinary members EUR 500.
Auditor
The Annual General Meeting elected
PricewaterhouseCoopers Oy, Authorised Public Accountants, as the
auditor of the Company until the close of the next Annual General
Meeting. PricewaterhouseCoopers Oy has announced that it will name
Samuli Perälä, Authorised Public Accountant, as the principal
auditor. In addition, the Company’s auditor was adopted also as the
Company’s sustainability auditor to audit the sustainability report
from the financial year 2024. The meeting resolved that the
auditor’s remuneration be paid in accordance with an invoice
approved by the Company and that the same applies to the auditor’s
fees relating to the audit of the Company’s sustainability report
from the financial year 2024.
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 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 of the
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 publication 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 a regulated market
organised by Nasdaq Helsinki Ltd (hereinafter referred to as the
“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. The share repurchase authorisation revokes the previous
authorisations for repurchasing the Company’s own shares.
Authorising the Board of Directors to
decide on a 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 the issuance
of new shares or shares possibly held by the Company through a
share issue and/or the issuance of option rights or other special
rights entitling to shares, as 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 a maximum. This number of shares corresponds to
approximately 5.2 % of the Company’s total number of shares on the
publication 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 as 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 effective for 18 months.
The share authorisation revokes the previous authorisations for the
Board to decide on a share issue and the issuance of special rights
entitling to shares.
The minutes of the Annual General Meeting will
be available on the Company’s website at www.lt.fi/en/ on 4 April
2024 at the latest.
Constitutive meeting of the Board of
Directors
In its constitutive meeting held after the
Annual General Meeting, the Board of Directors elected the members
of the Audit Committee and the Personnel and Sustainability
Committee from amongst its members.
The members of the Audit Committee are Sakari
Lassila (Chairman), Teemu Kangas-Kärki, Juuso Maijala and Anni
Ronkainen.
The members of the Personnel and Sustainability
Committee are Jukka Leinonen (Chairman), Laura Lares and Pasi
Tolppanen.
LASSILA & TIKANOJA PLC
Eero Hautaniemi
President and CEO
For additional information, please contact:
Sirpa Huopalainen
General Counsel
tel. +358 40 5965 241
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 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/
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