Lassila & Tikanoja Oyj : Financial review 2021 (pdf)

This is a voluntary prepared pdf report, so it does not fulfill the disclosure obligation pursuant to Section 7:5§ of the Securities Markets Act.

LEADER OF THE

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Financial review 2021

Lassila & Tikanoja Plc

CORPORATE GOVERNANCE	REPORT BY THE BOARD OF DIRECTORS	KEY FIGURES	FINANCIAL STATEMENTS	Contents

Contents

3

Corporate Governance Statement 2021

16

Report by the Board of Directors

14

Remuneration Report 2021

34

Financial statements

Corporate Governance	2
Corporate Governance Statement 2021	3
Remuneration Report 2021	14
Report by the	16
Board of Directors
Report by the Board of Directors
(incl. Statement of non-financial information)	17
Key figures	30
Key figures	31
Calculation of the key figures	33
Financial statements	34
Consolidated income statement	35
Consolidated statement of comprehensive income	35
Consolidated statement of financial position	36
Consolidated statement of cash flows	37
Consolidated statement of changes in equity	38
Notes to the consolidated financial statements	39
Financial statements of the parent company	83
Proposal by the Board of Directors for the use of the profit
shown on the balance sheet and the Auditor's Note	95
Auditor's Report	96

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Financial review 2021

CORPORATE GOVERNANCE

REPORT BY THE BOARD OF DIRECTORS

KEY FIGURES

FINANCIAL STATEMENTS

GOVERNANCE

1. Corporate Governance Statement

1. Remuneration Report

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Financial review 2021

CORPORATE GOVERNANCE

REPORT BY THE BOARD OF DIRECTORS

KEY FIGURES

FINANCIAL STATEMENTS

Corporate Governance

Statement 2021

Corporate Governance Statement

This Corporate Governance Statement complies with the Securities Market Association's Finnish Corporate Governance Code, which entered into force on 1 January 2020. Lassila & Tikanoja plc ("L&T" or "the company") presents this Corporate Governance Statement separately from the Report by the Board of Directors.This statement and other information disclosed in accordance with the Corporate Governance Code are available on L&T's web- site at www.lt.fi/en/investors/corporate-governance.

This statement has been reviewed by the Audit Committee of L&T's Board of Directors and approved by the Board.The company's auditor has verified that the statement has been issued and that the descriptions of the main features of the internal control and risk management systems relating to the financial reporting process included in the statement are consistent with the descriptions included in the financial statements. Lassila

• Tikanoja plc is a public limited liability company that is registered in Finland and listed on Nasdaq Helsinki Ltd.
  In its decision-making and administration, Lassila & Tikanoja complies with the Finnish Companies Act, other regulations governing listed companies, Articles of Asso- ciation of Lassila & Tikanoja plc, charter of L&T's Board of Directors and its committees and the rules and guidelines of Nasdaq Helsinki Ltd.

Descriptions concerning corporate governance

Annual General Meeting of Shareholders

The Annual General Meeting is the supreme decision- making body of L&T.The Annual General Meeting decides on the matters stipulated in the Companies Act, such as the acceptance of the financial statements and proposed dividend, the release from liability of members of the Board of Directors and the President and CEO, the election of the members of the Board of Directors and the auditors, and the compensation paid to them.The Annual General Meeting is held by the end of April as determined by the Board of Directors. Each share of Lassila & Tikanoja plc entitles the holder to one vote.

The notice to the meeting and other Annual General Meeting documents, including the Board of Directors' proposals to the Annual General Meeting, are disclosed to the shareholders at the latest three weeks before the meeting at the company's head office and website at www.lt.fi/en/investors/corporate-governance/general-meeting.The notice to the meeting is also disclosed in a stock exchange release.The members of the Board of Direct- ors, President and CEO, principal auditor and prospective directors attend the General Meeting, unless there are well-founded reasons for their absence.

The minutes of the General Meeting will be available on the company's website within two weeks of the

Governance structure

Auditing

Applicable legislation and

other regulation

Annual General Meeting

Shareholders'

Nomination Board

Board of Directors

Personnel and Sustainability Committee

Audit Committee

President and CEO

Group Executive Board

Internal control

Internal audit

Risk management

Group internal regulations

and guidelines

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Financial review 2021

CORPORATE GOVERNANCE	REPORT BY THE BOARD OF DIRECTORS	KEY FIGURES	FINANCIAL STATEMENTS	Corporate Governance Statement

Annual General Meeting.The resolutions by the Annual General Meeting will be published in a stock exchange release immediately after the meeting.

Shareholders' Nomination Board

L&T's Annual General Meeting 2020 resolved to establish a permanent Shareholders' Nomination Board for the company and confirmed the charter of the Nomination Board.The Nomination Board shall be responsible for preparing and presenting proposals covering the remuneration and number of members of the Company's Board of Directors, as well as proposals on the members of the Board of Directors to the Annual General Meeting and, where needed, to an Extraordinary General Meeting.The Nomination Board shall also be responsible for identifying successors to existing Board members.The Nomination Board shall consist of four (4) members, three (3) of whom shall be appointed by the Company's three largest shareholders, who shall appoint one (1) member each.The Chairman of the Company's Board of Directors shall serve as the fourth member of the Nomination Board.

The Nomination Board was established to operate until further notice. Its members shall be elected annually and their term of office shall end when new members are elected to replace them.The Shareholders' Nomination Board's selection process, composition and duties are described in detail in the charter, which is available at www.lt.fi/en/investors/corporate-governance/sharehold-ers-nomination-board.

Composition of the Nomination Board tasked with preparations for the Annual General Meeting 2022

The following members were appointed to the Sharehold- ers' Nomination Board of Lassila & Tikanoja on 17 Septem- ber 2021: Patrick Lapveteläinen (Chairman), representing Mandatum Life Insurance Company Limited, Miikka Mai- jala, representing a group of shareholders, Juhani Lassila, representing the Evald and Hilda Nissi Foundation, and Heikki Bergholm as the Chairman of the Board of Directors of Lassila & Tikanoja plc.The Nomination Board met four times during its term. It submitted its proposals to the Annual General Meeting on 12 January 2022.The proposals were published in the form of a stock exchange release.

Board of Directors

Composition and election of the Board of Directors

In accordance with the Articles of Association, the Board of Directors of Lassila & Tikanoja plc comprises a minimum of three members and a maximum of seven.The members of the Board of Directors are elected by the General Meeting.The term of each member of the Board of Directors expires at the end of the next Annual General Meeting of Shareholders following their election.

The Board elects a Chairman and a Vice Chairman from among its members.

Board members

The following seven members were elected to the Board of Directors by the Annual General Meeting 2021:

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Financial review 2021