Resolutions by Luotea Plc’s Annual General Meeting and the constitutive meeting of the Board of Directors

Luotea Plc
Stock exchange release
29 April 2026 at 6.30 pm EET

Resolutions by Luotea Plc’s Annual General Meeting and the constitutive meeting of the Board of Directors

The Annual General Meeting of Luotea Plc, which was held today, 29 April 2026, adopted the financial statements and consolidated financial statements for the financial year 2025, discharged the members of the Board of Directors and the President and CEOs from liability and adopted, through an advisory resolution, the Remuneration Report 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 election and remuneration of the Sustainability Reporting Assurance Provider 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 0.07 per share be paid on the basis of the balance sheet to be adopted for the financial year 2025. 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, 4 May 2026. The dividend will be paid on 11 May 2026.

Resolutions on the composition and remuneration of the Board of Directors

The Annual General Meeting confirmed the number of members of the Board of Directors as six (6) in accordance with the proposal of the Shareholders’ Nomination Board. All of the current members of the Board, Johan Mild, Pasi Tolppanen, Soile Kankaanpää, Timo Karppinen, Juuso Maijala and Anna-Maria Ronkainen were re-elected to the Board until the end of the following Annual General Meeting. Johan Mild was elected as the Chairman of the Board and Pasi Tolppanen 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 50,000, Vice Chairman EUR 30,000 and ordinary members EUR 27,000. In addition, the Annual General Meeting resolved, in accordance with the proposal of the Shareholders’ Nomination Board, that 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 would be EUR 30,000.

The fees shall be paid so that 40% of the annual fee is paid in Luotea Plc's shares held by the company or, if this is not feasible, shares acquired from the market, and 60% 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, the following meeting fees will be paid to the members of the Board of Directors: Chairman EUR 1,000, Vice Chairman EUR 700 and 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 ordinary members EUR 500.

Auditor and Sustainability Reporting Assurance Provider

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 auditor with principal responsibility. The Annual General Meeting resolved that the auditor’s remuneration be paid in accordance with an invoice approved by the company.

The Annual General Meeting elected PricewaterhouseCoopers Oy, Authorised Sustainability Audit Firm, as the sustainability reporting assurance provider of the company until the close of the next Annual General Meeting. PricewaterhouseCoopers Oy has announced that it will name Samuli Perälä, Authorised Sustainability Auditor, as the responsible authorised sustainability auditor. The Annual General Meeting resolved that the sustainability reporting assurance provider’s remuneration be paid in accordance with an invoice approved by the company.

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 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 publication 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 organised by Nasdaq Helsinki Ltd (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 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 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 valid 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.luotea.com/en on 13 May 2026 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 Timo Karppinen (Chairman), Soile Kankaanpää and Juuso Maijala.

The members of the Personnel and Sustainability Committee are Johan Mild (Chairman), Pasi Tolppanen and Anna-Maria Ronkainen.

LUOTEA PLC

Antti Niitynpää
President and CEO

For additional information, please contact:

General Counsel
Heikki Eskola, tel. +358 50 586 5907

Luotea is a real estate service company that provides comprehensive solutions throughout the entire lifecycle of properties, integrating energy efficiency and data-driven technologies. Luotea’s services enhance property value and create the best possible conditions for property users. Our offering includes a wide range of advanced property maintenance, technical, and consulting services, as well as cleaning and support services. 

Luotea operates in Finland and Sweden. In 2025, the company’s revenue totaled €346 million, and it employs approximately 5,000 people. Luotea is listed on Nasdaq Helsinki. 

Distribution: 
Nasdaq Helsinki 
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www.luotea.com