Resolutions by Lassila & Tikanoja plc's Extraordinary General Meeting

Core Points - The Extraordinary General Meeting of Lassila & Tikanoja plc approved a partial demerger, leading to the establishment of a new independent company named New Lassila & Tikanoja, with the original company being renamed Luotea Oyj [1][2] - The demerger plan was signed on 7 August 2025 and includes significant changes to the Board of Directors and the Articles of Association of both the new and existing companies [2][5] Board of Directors Composition - The Board of Directors for New Lassila & Tikanoja will consist of five members, with Jukka Leinonen as Chair and Sakari Lassila as Vice Chair [3] - The term for the Board members will commence on the effective date of the demerger and will expire at the end of the first Annual General Meeting [3] Committees Established - New Lassila & Tikanoja will establish an Audit Committee and a Personnel and Sustainability Committee, with specified members for each committee [4] Articles of Association and Share Capital - The Articles of Association will be amended to reflect the new company name, Luotea Oyj, and its operational focus on property maintenance, energy efficiency, and sustainability services [5][6] - The share capital of the original company will be decreased from EUR 19,399,437 to EUR 1,000,000 as part of the demerger [7] Share Issuance and Repurchase Authorization - The Board of Directors of New Lassila & Tikanoja is authorized to issue up to 2,000,000 shares and special rights entitling to shares for various purposes, including financing acquisitions and share-based incentive plans [8][9] - The Board is also authorized to acquire its own shares, with a maximum of 2,000,000 shares to be repurchased [12][13] Remuneration of Board Members - The annual fees for the Board of Directors of New Lassila & Tikanoja will be set at EUR 70,000 for the Chair, EUR 47,000 for the Vice Chair, and EUR 35,000 for other members, with a portion payable in shares [15][16] Auditor and Sustainability Report Verifier - PricewaterhouseCoopers Oy has been elected as the auditor and verifier of the sustainability report for New Lassila & Tikanoja, with Samuli Perälä as the principal auditor [17][18] Shareholders' Nomination Board - A Shareholders' Nomination Board will be established for New Lassila & Tikanoja, consisting of four members, including the Chair of the Board of Directors [20][21] Remuneration Policy - The remuneration policy for the governing bodies of New Lassila & Tikanoja has been adopted, with the first appointment of members to the Nomination Board to occur in deviation from the adopted Charter [23][29]