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]

Core Viewpoint - Lassila & Tikanoja plc is initiating a written procedure to solicit consents, waivers, and decisions to amend the terms of its EUR 75 million sustainability-linked notes due in 2028, in relation to a planned partial demerger of the company [2][4]. Group 1: Demerger Details - The demerger will transfer all assets, debts, and liabilities related to the Circular Economy business area to a new independent company named Lassila & Tikanoja Plc [2]. - The new company will assume all obligations and liabilities under the sustainability-linked notes, effectively becoming the new issuer of these notes [3]. Group 2: Consent Solicitation Process - The demerger plan constitutes a put option event, allowing noteholders to demand early redemption of the notes regardless of the proposal's approval [4]. - A consent fee of 0.20% will be offered to noteholders who vote in favor or abstain from voting, with an additional early bird consent fee of 0.10% for those voting in favor by a specified deadline [6]. Group 3: Voting and Approval - A quorum for the written procedure requires participation from noteholders holding at least 50% of the principal amount of the notes [7]. - The proposal will be approved if more than 50% of the votes cast are in favor, and if less than 50% respond, the response period may be extended [7]. Group 4: Implementation Timeline - The proposal is subject to approval and the completion of the demerger by March 31, 2026, with the effective date expected around December 31, 2025 [6][9]. - If the proposal is not approved or the demerger does not occur by the backstop date, the terms of the notes will remain unchanged [9].

Company Announcement - Lassila & Tikanoja plc will publish its Half-Year Financial Report for January-June on 7 August 2025 at 8.00 am [2] - A webcast for analysts, investors, and media will be hosted on the same day at 10.30 am EET [2][3] - The presentation material will be available on the company's website after the report publication [2] Company Overview - Lassila & Tikanoja is a service company focused on implementing the circular economy, enhancing the use of raw materials and energy [4] - The company aims to create value for customers, personnel, and society while also growing shareholder value [4] - In 2024, the company reported net sales of EUR 770.7 million and employs approximately 7,400 people across Finland and Sweden [4]

Core Insights - Lassila & Tikanoja will implement a new segment structure starting January 1, 2025, consisting of three reportable segments: Circular Economy Business, Facility Services Finland, and Facility Services Sweden [1][8] - The company aims to enhance its operational model to accelerate strategy execution and support the growth of circular economy businesses [1] Financial Performance - In 2024, net sales for the Circular Economy Business reached EUR 424.0 million, while Facility Services Finland and Sweden generated EUR 238.0 million and EUR 111.9 million respectively, leading to a total of EUR 770.7 million [3][8] - The operating profit for the Circular Economy Business was EUR 41.2 million, with Facility Services Finland at EUR 9.4 million, while Facility Services Sweden reported a loss of EUR 35.1 million [3][4] - Adjusted operating profit for the Circular Economy Business was EUR 42.8 million, with Facility Services Finland at EUR 9.6 million, and Facility Services Sweden at a loss of EUR 7.5 million [3][4] EBITDA and Capital Expenditure - The EBITDA for the Circular Economy Business was EUR 84.7 million, while Facility Services Finland and Sweden reported EUR 16.2 million and a loss of EUR 7.0 million respectively [3][4] - Gross capital expenditure for the Circular Economy Business was EUR 35.9 million in 2024, while Facility Services Finland and Sweden had minimal expenditures [4][7] Employee Metrics - The total number of employees at the end of 2024 was approximately 7,441, with the Circular Economy Business employing 2,168 individuals, Facility Services Finland 4,140, and Facility Services Sweden 1,032 [5][8] Return on Capital Employed (ROCE) - The ROCE for the Circular Economy Business was 13.8% by the end of December 2024, while Facility Services Finland and Sweden reported 51.4% and -77.9% respectively [5][8]