Authorisation for the Board

On 16 March 2017, the Annual General Meeting authorised Lassila & Tikanoja plc’s Board of Directors to repurchase Company shares and to decide on the share issue and the issuance of special rights entitling to shares.

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 repurchase Company shares under the following terms and conditions:

By virtue of the authorisation, the Board of Directors is authorised to repurchase 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 date of the notice to the meeting.

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 organized by NASDAQ OMX Helsinki Ltd (“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 Ltd.

The purpose of the share repurchase 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 cancelled or conveyed.

The Board of Directors shall decide on other terms and conditions related to the share repurchase.

The share repurchase authorisation shall be valid for 18 months.

Authorising the Board of Directors to decide on the 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 issuance of new shares or shares possibly held by the Company through share issue and/or issuance of option rights or other special rights entitling to shares, 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 the maximum. This number of shares corresponds to approximately 5.2 % of the Company’s total number of shares on the date of the notice to the meeting.

The authorisation 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 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.