Notice to the Annual General Meeting of Lassila & Tikanoja Plc
Lassila & Tikanoja Plc
Stock exchange release
30 March 2026 at 6 PM EET
NOTICE TO THE ANNUAL GENERAL MEETING OF LASSILA & TIKANOJA PLC
Notice is given to the shareholders of Lassila & Tikanoja Plc of the Annual General Meeting to be held on Tuesday, 28 April 2026, at 4:00 pm (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 pm (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 Annual General Meeting or exercise of shareholders’ rights.
After the Annual General Meeting, coffee will be served at the meeting venue.
A. Matters on the agenda of the General Meeting
At the Annual 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 the list of votes
6. Presentation of the financial statements and consolidated financial statements, the report of the Board of Directors, the Auditor’s report and the assurance report on sustainability reporting for the year 2025
Review by the President and CEO.
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 0.42 per share be paid on the basis of the balance sheet to be adopted for the financial year 2025. The Board of Directors proposes that the dividend be paid in two instalments.
The first dividend instalment of EUR 0.21 per share will be paid to shareholders who on the record date of the first dividend instalment, 30 April 2026, are registered in the Company’s shareholders’ register held by Euroclear Finland Oy. The Board of Directors proposes that the dividend be paid on 8 May 2026.
The second dividend instalment of EUR 0.21 per share will be paid to shareholders who on the record date of the second dividend instalment are registered in the Company’s shareholders’ register held by Euroclear Finland Oy. The record date and payment date of the second dividend instalment shall be resolved by the Board of Directors in its meeting preliminarily scheduled for 18 September 2026. The record date of the second dividend instalment would then be on or about 22 September 2026, and the payment date of the second instalment on or about 1 October 2026.
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 2025 be approved. The resolution is advisory in accordance with the Finnish Companies Act.
The Remuneration Report is available on the Company’s website at www.lt.fi/en/investors as of 7 April 2026 at the latest.
11. Remuneration Policy
The Company’s Remuneration Policy for the governing bodies was adopted for the first time by the 2025 Extraordinary General Meeting by an advisory resolution. The Remuneration Policy must be presented to the General Meeting at least every four years or every time a material change is made to the policy.
The Board of Directors proposes to the General Meeting that the Remuneration Policy for the governing bodies be adopted. Compared to the Remuneration Policy presented to the 2025 Extraordinary General Meeting, the proposed changes include specifications to the variable remuneration components of the remuneration of the President and CEO as well as the addition of the possibility to make one-off awards to the President and CEO.
The proposal for the Remuneration Policy of the governing bodies is attached to this notice and available on the Company’s website at www.lt.fi/en/investors.
12. 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 be as follows:
- Chairman, EUR 70,000 per year;
- Vice Chairman, EUR 47,000 per year; and
- members, EUR 35,000 per year.
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 per cent 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 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 Lassila & Tikanoja or a member of the Board of Directors, the fee cannot be paid in shares.
In addition, it is proposed that the meeting fees remain 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 proposal fully corresponds to the proposal approved by the 2025 Extraordinary General Meeting.
13. 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 shall be five (5).
14. Election of members of the Board of Directors
The Shareholders’ Nomination Board proposes that all of the current members, Tuija Kalpala, Teemu Kangas-Kärki, Sakari Lassila, Jukka Leinonen and Anna-Maria Tuominen-Reini be re-elected to the Board of Directors. In addition, the Nomination Board proposes that Jukka Leinonen be re-elected as Chairman of the Board of Directors and Sakari Lassila as Vice Chairman.
All 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 expires at the end of the Annual General Meeting in 2027.
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.
Presentations of the members of the Board of Directors are available on Lassila & Tikanoja’s website at https://www.lt.fi/en/investors/corporate-governance/board-of-directors.
15. 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.
16. Election of Auditor
The Board of Directors proposes based on the recommendation of the Board’s Audit Committee to the General Meeting that PricewaterhouseCoopers Oy, Authorised Public Accountants, be re-elected as the Company's auditor. PricewaterhouseCoopers Oy has announced that it will appoint Samuli Perälä, Authorised Public Accountant, as the Company’s auditor with principal responsibility. The recommendation of the Audit Committee on the election of the auditor is available on the Company's website at https://www.lt.fi/en/investors/corporate-governance/general-meeting.
17. Resolution on the remuneration of the Sustainability Reporting Assurance Provider
The Board of Directors proposes based on the recommendation of the Board’s Audit Committee to the General Meeting that the Sustainability Reporting Assurance Provider’s remuneration be paid in accordance with an invoice approved by the Company.
18. Election of the Sustainability Reporting Assurance Provider
The Board of Directors proposes based on the recommendation of the Board’s Audit Committee to the General Meeting that PricewaterhouseCoopers Oy, Authorised Sustainability Audit Firm, be re-elected as the Company’s sustainability reporting assurance provider. PricewaterhouseCoopers Oy has announced that Samuli Perälä, Authorised Sustainability Auditor, would act as the Company’s responsible authorised sustainability auditor.
19. 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 as follows:
By virtue of the authorisation, the Board of Directors is authorised to decide on the repurchase and/or acceptance as pledge of 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.
Shares may be repurchased in one or more lots. 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 Oy.
The purpose of the repurchase and/or acceptance as pledge of shares 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 be cancelled or conveyed.
The Board of Directors shall decide on other terms and conditions related to the repurchase and/or acceptance as pledge of shares. The authorisation shall be valid for 18 months. The authorisation shall revoke the previous authorisations for repurchasing and/or accepting as pledge the Company's own shares.
20. 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. The authorisation shall revoke the previous authorisations to decide on the share issue and the issuance of special rights entitling to shares.
21. Closing of the meeting
B. Documents of the General Meeting
This notice, including all the proposals, is available on Lassila & Tikanoja Plc’s website at www.lt.fi/en/investors. The financial statements of Lassila & Tikanoja Plc, the report of the Board of Directors (including the sustainability report), the Auditor’s report and the assurance report on sustainability reporting as well as the Remuneration Report are available on the above-mentioned website on 7 April 2026 at the latest. The above-mentioned documents are also available at the meeting. The proposal for the Remuneration Policy of the governing bodies is attached to this notice and available on the Company’s website at www.lt.fi/en/investors.
The minutes of the General Meeting are available on the above-mentioned website as of 12 May 2026 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, 16 April 2026, 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 their personal Finnish book-entry account, is registered in the Company’s shareholders’ register.
Registration for the General Meeting will begin on 1 April 2026 at 9:00 am (Finnish time). 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 Thursday, 23 April 2026 at 10:00 am (Finnish time), by which time the registration must be received. The registration may be made:
a) on the Company’s website at www.lt.fi/en/investors
Electronic registration requires strong authentication of the shareholder or their legal representative or proxy representative with a Finnish, Swedish or Danish bank ID or mobile certificate.
b) by email by submitting the registration and advance voting form, which is available on the Company’s website at the latest as of 1 April 2026, or corresponding information, addressed to agm@innovatics.fi
c) by telephone +358 10 281 8909 on weekdays at 9:00 am - 12:00 pm and 1:00 - 4:00 pm (Finnish time)
When registering by telephone, a shareholder cannot vote in advance.
d) by regular mail by submitting the registration and advance voting form, which is available on the Company’s website at the latest as of 1 April 2026, or corresponding information, addressed to Innovatics Ltd, AGM/Lassila & Tikanoja Plc, Ratamestarinkatu 13 A, 00520 Helsinki, Finland.
In connection with the registration, a shareholder must state the requested information such as their 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 Lassila & Tikanoja Plc and Innovatics Ltd is used only in connection with the General Meeting and with the processing of related registrations.
A shareholder, their 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 Ltd at +358 10 281 8909 on weekdays at 9:00 am - 12:00 noon and 1:00 pm - 4:00 pm (Finnish time).
2. Holders 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 they on the record date of the General Meeting, 16 April 2026, would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Oy. 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 Oy at the latest by 23 April 2026, by 10:00 am. As regards nominee registered shares this constitutes due registration for the Annual 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 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 Annual General Meeting and advance voting from their custodian bank. The account manager of the custodian bank shall register a holder of nominee registered shares, who wants to participate in the Annual 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 Annual General Meeting and exercise their 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 their right to represent the shareholder. When a shareholder participates in the Annual 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 Annual 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 Ltd, AGM/Lassila & Tikanoja Plc, Ratamestarinkatu 13 A, 00520 Helsinki, Finland. In addition to the delivery of proxy documents, a shareholder or their proxy representative shall ensure that they have registered for the Annual General Meeting in the manner described above in this notice.
Shareholders can also use the electronic Suomi.fi authorisation service instead of the traditional proxy document for authorising a proxy representative. The proxy representative is nominated 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 themself with strong electronic authentication in the general meeting service when registering, after which they can register and vote in advance on behalf of the shareholder they represent. The strong electronic authentication works with personal bank codes 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 their personal Finnish book-entry account, can participate in the General Meeting by voting in advance on certain items on the agenda of the Annual General Meeting during the period from 1 April 2026 9:00 am to 23 April 2026 10:00 am (Finnish time)
a) on the Company’s website www.lt.fi/en/investors; or
b) by mail or email by submitting the advance voting form, which is available on the Company’s website at www.lt.fi/en/investors, or corresponding information, to Innovatics Ltd by mail addressed to Innovatics Ltd, AGM/Lassila & Tikanoja Plc, Ratamestarinkatu 13 A, 00520 Helsinki, Finland or by email to agm@innovatics.fi. The advance votes must be received by the recipient by the end of the advance voting period.
It is not possible for shareholders having 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 Annual 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, 30 March 2026, the total number of shares and votes in Lassila & Tikanoja Plc is 38,211,724.
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 from +358 10 281 8909 on weekdays at 9:00 am - 12:00 pm and 1:00 - 4:00 pm (Finnish time).
Helsinki, 30 March 2026
LASSILA & TIKANOJA PLC
Board of Directors
Eero Hautaniemi
President and CEO
For additional information, please contact
Hilppa Rautpalo, General Counsel, SVP, Legal, HR and EHSQ, tel. +358 10 636 2810
Lassila & Tikanoja is a leading Nordic circular economy company committed to unleashing the potential of circularity together with its customers and partners. Our services include waste management and recycling, hazardous waste and remediation services as well as industrial services and water treatment. Our goal is to strengthen an efficient infrastructure in society and promote the sustainable use of materials by transforming waste streams into valuable raw materials. L&T employs approximately 2,300 people in Finland and Sweden and is listed on Nasdaq Helsinki.
Distribution:
Nasdaq Helsinki
Major media
www.lt.fi/en
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