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NOTICE TO THE EXTRAORDINARY GENERAL MEETING
Globenewswireยท2025-10-10 12:30

Core Points - The company Lassila & Tikanoja plc is holding an Extraordinary General Meeting on December 4, 2025, to discuss a proposed partial demerger [1][4] - The demerger aims to separate the Circular Economy Business Area into a new independent company named New Lassila & Tikanoja, with the effective date of registration set for December 31, 2025 [5][7] - Shareholders will receive one new share in the New Lassila & Tikanoja for each share they own in the company, with a 1:1 ratio for the demerger consideration [10] Meeting Details - The meeting will commence at 4:00 p.m. Finnish time, with registration starting at 3:00 p.m. [1] - Shareholders can vote in advance, and the meeting can be followed via webcast, although participation via webcast does not count as official attendance [2][3] Agenda Items - The agenda includes the approval of the Demerger Plan, election of the Board of Directors for the New Lassila & Tikanoja, and amendments to the Articles of Association [4][11][16] - The proposed new name for the company post-demerger is Luotea Plc [6] Board of Directors - The New Lassila & Tikanoja will have a Board of Directors consisting of 3 to 8 members, with a proposal to elect five members [13][14] - Jukka Leinonen is proposed as Chair, and Sakari Lassila as Vice Chair of the Board of Directors [15] Financial Adjustments - The share capital of the company is proposed to decrease from EUR 19,399,437.00 to EUR 1,000,000.00 as part of the demerger [19] - The New Lassila & Tikanoja will be authorized to issue up to 2,000,000 shares for various purposes, including financing acquisitions [20][21] Auditor and Remuneration - PricewaterhouseCoopers Oy is proposed as the auditor for the New Lassila & Tikanoja [33] - The remuneration for the Board of Directors is proposed to be partially paid in shares and cash, with specific amounts outlined for the Chair, Vice Chair, and members [27][29][30] Shareholders' Nomination Board - A Shareholders' Nomination Board is proposed to be established for the New Lassila & Tikanoja, responsible for preparing proposals regarding the Board of Directors [40][41] Documentation and Registration - Relevant documents, including the Demerger Plan and financial reports, will be available on the company's website [62][63] - Shareholders must register for the meeting by December 1, 2025, to participate [66][67]