Resolutions by Lassila & Tikanoja plc's Extraordinary General Meeting

Lassila & Tikanoja plc

Stock exchange release

4 December 2025 at 5.00 pm

Resolutions by Lassila & Tikanoja plc's Extraordinary General Meeting

The Extraordinary General Meeting of Lassila & Tikanoja plc (the “Company”), which was held today, on 4 December 2025, resolved on the partial demerger of Lassila & Tikanoja and, as part of the demerger resolution and conditional upon the completion of the demerger, on the establishment of a new independent company to be named Lassila & Tikanoja (the “New Lassila & Tikanoja”), the composition of the Board of Directors of the New Lassila & Tikanoja, the amendment of the Articles of Association and the decrease of share capital of the Company and authorising the Board of Directors of the New Lassila & Tikanoja to issue shares and special rights entitling to shares in the New Lassila & Tikanoja and 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. The Extraordinary General Meeting resolved, conditional upon the completion of the demerger, on the remuneration of the Board of Directors, the election and remuneration of the auditor and the verifier of the New Lassila & Tikanoja’s sustainability report and the establishment of the Shareholders’ Nomination Board of the New Lassila & Tikanoja, and adopted the remuneration policy of the New Lassila & Tikanoja. The Extraordinary General Meeting also resolved, conditional upon the completion of the demerger, on the composition of the Board of Directors of the Company, as well as on the remuneration of the Board of Directors of the Company.

Resolution on the Partial Demerger of Lassila & Tikanoja plc

The Extraordinary General Meeting resolved on the partial demerger of Lassila & Tikanoja in accordance with the demerger plan approved by the Board of Directors and signed on 7 August 2025 and approved the demerger plan. As part of the demerger resolution and conditional upon the completion of the demerger, the Extraordinary General Meeting resolved on the incorporation of the New Lassila & Tikanoja and the approval of its Articles of Association. The Company will be named Luotea Oyj in the demerger.

Resolutions on the composition of the Board of Directors of the New Lassila & Tikanoja

As part of the demerger resolution and conditional upon the completion of the demerger, the Extraordinary General Meeting confirmed the number of members of the Board of Directors of the New Lassila & Tikanoja as five (5). Jukka Leinonen was elected as Chair of the Board of Directors, Sakari Lassila as Vice Chair of the Board of Directors, and Tuija Kalpala, Teemu Kangas-Kärki and Anna-Maria Tuominen-Reini 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.

The persons elected to the Board of Directors of New Lassila & Tikanoja have announced that they will establish an Audit Committee and a Personnel and Sustainability Committee and appoint among themselves the members committees as follows: the Audit Committee will be formed by Teemu Kangas-Kärki (Chair), Sakari Lassila and Anna-Maria Tuominen-Reini, and the Personnel and Sustainability Committee will be formed by Jukka Leinonen (Chair), Sakari Lassila and Tuija Kalpala.

Resolutions on the amendment of the Articles of Association and the decrease of share capital of the Company

As part of the demerger resolution and conditional upon the completion of the demerger, the Extraordinary General Meeting resolved to amend Articles 1 and 2 of the Articles of Association of the Company as follows:

Article 1 is amended so that the name of the Company is changed to Luotea Oyj and in English Luotea Plc.

Article 2 is amended so that the Company’s field of operations 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.

Also as part of the demerger resolution and conditional upon the completion of the demerger, the Extraordinary General Meeting resolved to decrease the share capital of the Company in connection with the demerger from EUR 19,399,437.00 to EUR 1,000,000.00.

Authorising the Board of Directors of the New Lassila & Tikanoja to issue shares and special rights entitling to shares in the New Lassila & Tikanoja

As part of the demerger resolution and conditional upon the completion of the demerger, the Extraordinary General Meeting authorised the Board of Directors of the New Lassila & Tikanoja to decide on the issuance of shares and special rights entitling to shares in the New Lassila & Tikanoja under the following terms and conditions:

As set out in detail in Section 19.1 of the demerger plan, the Board of Directors of the New Lassila & Tikanoja is, by virtue of the authorisation, 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.

Authorising the Board of Directors of the New Lassila & Tikanoja 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 part of the demerger resolution and conditional upon the completion of the demerger, the Extraordinary General Meeting authorised the Board of Directors of the New Lassila & Tikanoja 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 under the following terms and conditions:

As set out in detail in Section 19.2 of the demerger plan, the Board of Directors of the New Lassila & Tikanoja is, bu virtue of the authorisation, 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.

Other resolutions related to the Partial Demerger

Resolution on the remuneration of the Board of Directors of the New Lassila & Tikanoja

Conditional upon the completion of the demerger, the Extraordinary General Meeting resolved that the annual fees to be paid to the members of the Board of Directors of the New Lassila & Tikanoja be as follows: Chair EUR 70,000, Vice Chair EUR 47,000 and members EUR 35,000. In addition, the Extraordinary General Meeting resolved that 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, their annual remuneration would be EUR 47,000.

The fees shall 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, meeting fees shall 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. Meeting fees will also be paid to the Chair and members of committees established by the Board of Directors of the New Lassila & Tikanoja as follows: Chair EUR 700 and ordinary members EUR 500.

The New Lassila & Tikanoja’s Auditor and Verifier of the New Lassila & Tikanoja’s Sustainability Report

Conditional upon the completion of the demerger, the Extraordinary General Meeting elected PricewaterhouseCoopers Oy, Authorised Public Accountants, 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.

Conditional upon the completion of the demerger, the Extraordinary General Meeting elected PricewaterhouseCoopers Oy, Authorised Sustainability Audit Firm, as the 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.

Conditional upon the completion of the demerger, the Extraordinary General Meeting resolved that the remuneration of the New Lassila & Tikanoja’s auditor and verifier of the New Lassila & Tikanoja’s sustainability report be paid in accordance with an invoice approved by the New Lassila & Tikanoja.

Shareholders’ Nomination Board and Remuneration Policy of the New Lassila & Tikanoja

Conditional upon the completion of the demerger, the Extraordinary General Meeting resolved to establish a Shareholders’ Nomination Board for the New Lassila & Tikanoja and to adopt its Charter.

The Shareholders’ Nomination Board of the New Lassila & Tikanoja consists 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 adopted 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 Extraordinary General Meeting resolved, in accordance with the proposal of the Board of Directors of the Company, that the first appointment of members of the Nomination Board be carried out in deviation from the adopted Charter as follows:

1. 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.
2. 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 adopted Charter (taking into account the deviation provided for in item (i)) to appoint a member to the Nomination Board.
3. Additionally, in deviation from the adopted 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 27 February 2026.

The adopted Charter of the Nomination Board shall be complied with in all other respects.

Conditional upon the completion of the demerger, the Extraordinary General Meeting also resolved to adopt the remuneration policy for the governing bodies of the New Lassila & Tikanoja. The resolution was advisory.

Resolutions on the composition and remuneration of the Board of Directors of the Company

Conditional upon the completion of the demerger, the Extraordinary General Meeting confirmed the number of members of the Board of Directors of the Company as six (6). The Extraordinary General Meeting resolved 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 are 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. Johan Mild was elected as the Chair and Pasi Tolppanen as the Vice Chair of the Board of Directors of the Company as of the effective date.

The persons elected to the Board of Directors of the Company have announced that they will appoint among themselves the members of the Audit Committee and the Personnel and Sustainability Committee as follows: the Audit Committee will be formed by Timo Karppinen (Chair), Soile Kankaanpää and Juuso Maijala, and the Personnel and Sustainability Committee will be formed by Johan Mild (Chair), Anna-Maria Ronkainen and Pasi Tolppanen.

The Extraordinary General Meeting resolved that the annual fees to be paid to the members of the Board of Directors of the Company be as follows: Chair EUR 50,000, Vice Chair EUR 30,000 and members EUR 27,000. In addition, the Extraordinary General Meeting resolved that 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, their annual remuneration would be EUR 30,000.

The fees shall 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, meeting fees shall 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. 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 minutes of the Extraordinary General Meeting will be available on the Company’s website at www.lt.fi/en/ on 18 December 2025 at the latest.

LASSILA & TIKANOJA PLC

Eero Hautaniemi

President and CEO

For additional information, please contact:

General Counsel, SVP HR and Legal

Hilppa Rautpalo, 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