The Finnish Financial Supervisory Authority has approved Lassila & Tikanoja’s demerger and listing prospectus; The New Lassila & Tikanoja’s and Luotea’s Management Teams as of the completion of the demerger

Written by Customer Service on November 20, 2025. Posted in Public Companies.

Lassila & Tikanoja plc

Stock exchange release
20 November 2025 at 4:30 p.m

The Finnish Financial Supervisory Authority has approved Lassila & Tikanoja’s demerger and listing prospectus; The New Lassila & Tikanoja’s and Luotea’s Management Teams as of the completion of the demerger

Lassila & Tikanoja plc (the “Demerging Company”) announced on 7 August 2025 the approval of a demerger plan concerning the partial demerger of the Demerging Company (the “Demerger Plan”), according to which all assets, debts and liabilities of the Demerging Company relating to the circular economy business area or mainly serving the circular economy business area shall be transferred without a liquidation procedure to a new independent company to be incorporated in the demerger, to be named Lassila & Tikanoja Plc (the “New Lassila & Tikanoja”), (the “Demerger”). The Board of Directors of the Demerging Company has proposed that the Extraordinary General Meeting of the Demerging Company, convened to be held on 4 December 2025 (the “EGM”), would approve the Demerger Plan and resolve upon the Demerger as set forth in the Demerger Plan. The completion of the Demerger, which is subject to, among other things, the approval by the EGM, is expected to be registered in the Finnish Trade Register on or about 31 December 2025, and trading in the shares in the New Lassila & Tikanoja on the official list of Nasdaq Helsinki Ltd is expected to begin on 2 January 2026, or as soon as reasonably possible thereafter. In the Demerger, the Demerging Company would retain its Facility Services business area, and the Demerging Company is proposed to be re-named Luotea Plc (“Luotea”).

The Finnish Financial Supervisory Authority has today, on 20 November 2025, approved the Finnish language demerger and listing prospectus prepared by the Demerging Company on behalf of the New Lassila & Tikanoja, concerning the Demerger and application of the shares in the New Lassila & Tikanoja to be admitted on trading on the official list of Nasdaq Helsinki Ltd (the “Prospectus”). The Prospectus, and the English language translation thereof, will be available on or about 20 November 2025 on the Demerging Company’s website at https://www.lt.fi/sijoittajat/lt-sijoituskohteena/jakautuminen-2025 and https://www.lt.fi/en/investors/lt-as-an-investment/demerger-2025.

The New Lassila & Tikanoja’s Management Team

The Demerging Company announced on 9 June 2025 that the Board of Directors of the Demerging Company has proposed that Eero Hautaniemi be appointed as the President and CEO of the New Lassila & Tikanoja and that Joni Sorsanen be appointed as the CFO of the New Lassila & Tikanoja, subject to the completion of the Demerger.

The Board of Directors of the Demerging Company has additionally appointed the following persons to constitute the New Lassila & Tikanoja’s Management Team together with the President and CEO and the CFO, with effect as of the completion of the Demerger:

Antti Tervo (SVP, Growth and Operations)
Juha Saarinen (Chief Purchasing Officer)
Hilppa Rautpalo (SVP, Legal, HR and EHSQ)
Jorma Mikkonen (SVP, Corporate Relations and Sustainability)
Edward Skärström (Chief Information Officer)

The persons appointed to the New Lassila & Tikanoja’s Management Team will continue in their current positions in the Demerging Company until the completion of the contemplated Demerger on or about 31 December 2025, in connection with which the appointments related to the Demerger will come into effect.

Luotea’s Management Team

The Demerging Company announced on 9 June 2025 that the Board of Directors of the Demerging Company has proposed that Antti Niitynpää be appointed as President and CEO of Luotea and that Mika Stirkkinen be appointed as CFO of Luotea, should the Demerger be executed.

Antti Niitynpää has served as SVP, Facility Services at the Demerging Company since 2021 and has over 10 years of experience in leadership positions within the Demerging Company’s facility services. Prior to that, he held several leadership positions at ISS Group for over 10 years. Mika Stirkkinen has over 20 years of experience in financial management, including as the CFO of Finnair Plc and most recently as CFO of Forenom Group.

The Board of Directors of the Demerging Company has additionally, subject to the completion of the Demerger, appointed the following persons to constitute Luotea’s management team together with the President and CEO and the CFO, with effect upon the effective date of the Demerger:

Erja Heiskanen as Business Director, Cleaning and Support Services. Heiskanen has served as Business Director, Cleaning and Support Services at the Demerging Company since 2021 and before that as Regional Director, Facility Services at the Demerging Company. Prior to that, she held various management positions at Honkarakenne Oyj, Kährs Group, and ABB.
Jani Lindström as Business Director, Property Maintenance and Technical Services. Lindström has served as Business Director, Property Maintenance and Technical Services at the Demerging Company since 2021. Prior to that, he held various management positions at Transval Group Oy, Posti Group Oyj, and the K Group.
Mikko Taipale as Business Director, Sweden. Taipale has served as SVP, Facility Services Sweden at the Demerging Company since 2023. Prior to that, he served at AIMS International Sweden AB as a Partner, at Veoneer as EVP, Human Resources, and at Autoliv as VP, Human Resources. He has also worked at Telia Company AB in various leadership roles.
Tom Lindgren as Director, strategy, sustainability, development. Lindgren has served as Head of Strategy of the Demerging Company’s Facilities Services since 15 January 2025. Prior to that, Lindgren served as VP, Digital Solutions at Haltian Oy, and held various management positions at Lindström Oy, Samsung, and Nokia.
Jami Pohja as HR Director. Pohja has over 15 years of experience in personnel management positions. Pohja has served as HR Director for the Demerging Company’s Facilities Services since 2020. Prior to that, he served in various personnel management positions at Alko Oy, the Demerging Company, and as Legal Counsel at Erto, union of private sector professionals.
Heikki Eskola as Director, Legal and EHSQ. Eskola has served as Legal Director at the Demerging Company since March 2025. Prior to that he held positions as Specialist Group Legal Counsel at Wärtsilä Plc, as Legal Director at ISS Services, and as Senior Legal Counsel at the Demerging Company.

The New Lassila & Tikanoja’s financial targets

The Board of Directors of the Demerging Company has set the following financial targets for the New Lassila & Tikanoja:

Average annual net sales growth of over 6 per cent in the mid-term;
Adjusted EBITA margin of 11 per cent in the mid-term;
Net debt to adjusted EBITDA of 1.5x–2.5x;
Dividend payout ratio of at least 50 per cent of net income.

The financial targets constitute forward-looking statements that are not guarantees of future financial performance. The New Lassila & Tikanoja’s actual results may differ materially from the results presented in or implied by such forward-looking statements as a result of numerous factors.

The New Lassila & Tikanoja’s strategy

The New Lassila & Tikanoja is the market leader in circular economy services in Finland. The solid foundation of the New Lassila & Tikanoja’s business is derived from its customer orientation, attractive markets, a business model that covers the entire value chain and a strong balance sheet. The circular economy is simultaneously affected by several megatrends, accelerating transformation of the industry. The most significant of these megatrends include:

Societal pressure towards circular economy solutions
Regulatory support for recycling and increasing requirements for waste reporting
New recycling technologies
Growing pressure for restoration and demand for biodiversity solutions

To respond to these challenges, the New Lassila & Tikanoja focuses on the following three areas in its growth strategy:

Core business development: This growth area is based on expanding the New Lassila & Tikanoja’s service network, developing the service offering and methods and targeted growth in selected customer segments. The New Lassila & Tikanoja seeks to utilise its broad customer base and to develop the services offered to them by utilising the entire circular economy business area portfolio, which enables systematic cross-selling and the development of customer relationships. Deeper customer relationships are pursued by integrating more closely with the customers’ processes.
Valorisation of waste and integration into material chains: This growth area focuses on adding value to materials and deeper integration into material chains. Value is particularly produced by keeping materials as part of the cycle and increasing the value attached to them by pre-processing, sorting and refining. Development of material chains and creation of recycling solutions supports sustainable development of society and customers and creates significant added value by increasing customers’ recycling rates, replacing virgin materials and removing contaminated materials from circulation.
Circular economy business growth in Sweden: In the near future, the circular economy business area’s growth in Sweden focuses on inorganic actions, such as company and business acquisitions, intended to help achieve a growing market share in several business lines, alongside the existing process cleaning services. Growth in Swedish markets is important, as it offers opportunities for the New Lassila & Tikanoja to expand and establish its position in new market areas, since for example in industrial cleaning expansion requires, in practice, the establishment of a local unit. Growth in Swedish markets is supported by the strengthening of the circular economy and society’s increasing regulatory requirements. The New Lassila & Tikanoja seeks to utilise the opportunities in the Swedish markets by developing new and innovative solutions, based on the solid experience gained in the Finnish markets.

The New Lassila & Tikanoja’s key strengths

The New Lassila & Tikanoja’s management believes that particularly the following factors are the New Lassila & Tikanoja’s strengths and represent competitive advantages:

The circular economy offers a large and growing market

The New Lassila & Tikanoja operates on the growing circular economy market and benefits from the global shift towards sustainable use of resources. The market growth is based on tightening environmental requirements, which require the efficient return of waste and side streams for reuse. The EU’s tightening requirements for safeguarding biodiversity, reducing various emissions and strengthening carbon sinks are steering industry to invest in clean transition solutions, creating new business opportunities for the New Lassila & Tikanoja. Growing resource efficiency requirements and tightening regulation have increased the demand for the New Lassila & Tikanoja’s services, as the industry seeks to adapt its production processes to tightening environmental requirements.

Market leader in Finland with comprehensive waste management infrastructure

The New Lassila & Tikanoja has achieved a leading position in the fragmented waste management market in Finland and has a strong market position both at national and local level. The New Lassila & Tikanoja offers its customers a comprehensive range of services which serve different types of waste management needs. The New Lassila & Tikanoja’s expertise in waste sorting and recycling, as well as its large material volumes, combined with expertise in regulation and recycling technologies, enables the New Lassila & Tikanoja to create competitive solutions in an evolving market and regulatory environment.

Extensive resources create economies of scale

The New Lassila & Tikanoja manages approximately one million metric tonnes of waste and side streams, which gives it excellent opportunities to create industrial-scale solutions. The New Lassila & Tikanoja has built a nationwide service and collection network in Finland that is close to customers. The New Lassila & Tikanoja’s extensive operating network includes approximately 1,200 vehicles and 174,000 work sites. This infrastructure enables efficient access to customers’ various material flows. The New Lassila & Tikanoja’s ability to be physically close to its customers supports its competitiveness and enables the provision of tailored waste management solutions.

The New Lassila & Tikanoja serves a broad customer base with high customer satisfaction

The New Lassila & Tikanoja serves a broad and diverse customer base, which consists of approximately 22,000 corporate customers in various industries. Customer satisfaction is supported by several selection criteria that customers value in the New Lassila & Tikanoja. The New Lassila & Tikanoja’s easy-to-use services, which cover a nationwide end-to-end offering, are an important selection factor for customers. In addition, the reliable and cost-effective service offered by the New Lassila & Tikanoja corresponds to customers’ needs and expectations. The New Lassila & Tikanoja’s ability to improve recycling rates is also a significant advantage, as it supports customers’ efforts to promote sustainable development. In addition, transparency and reporting capability increase the New Lassila & Tikanoja’s customer value, ensuring trust and satisfaction in its customer base.

Stable performance and strong cash flow

The New Lassila & Tikanoja’s adjusted EBITA margin has been very stable, remaining at an approximate 10 per cent level from 2022 to 2024 on a carve-out basis. This demonstrates the New Lassila & Tikanoja’s ability to manage costs effectively and optimise business efficiency. The New Lassila & Tikanoja’s service portfolio and strong presence at different stages of the value chain have provided it with financial stability and helped balance seasonal market fluctuations.

The New Lassila & Tikanoja’s positioning for expansion and growth

The New Lassila & Tikanoja’s strong position offers significant opportunities for expansion and growth. The New Lassila & Tikanoja has identified significant potential in increasing the degree of processing of waste into new material or new product. The New Lassila & Tikanoja’s strategic focus on geographical expansion into Sweden, where the New Lassila & Tikanoja has already started its operations, brings additional growth potential. The New Lassila & Tikanoja is excellently equipped to respond to emerging market opportunities, as its solutions for waste reuse and recycling are well known in the markets.

Selected carve-out financial information of the New Lassila & Tikanoja

The Prospectus includes the New Lassila & Tikanoja’s set of audited carve-out financial statements as at and for the years ended 31 December 2024, 2023, and 2022 and the unaudited carve-out financial information of the New Lassila & Tikanoja as at and for the nine months ended 30 September 2025, including unaudited comparative financial information as at and for the nine months ended 30 September 2024.

The New Lassila & Tikanoja’s carve-out financial statements as at and for the years ended 31 December 2024, 2023, and 2022 have been audited by PricewaterhouseCoopers Oy, Authorised Public Accountants, with Authorised Public Accountant (KHT) Samuli Perälä as the auditor with the principal responsibility.

The New Lassila & Tikanoja’s audited carve-out financial statements as at and for the years ended 31 December 2024, 2023, and 2022 have been prepared on a carve-out basis from the Demerging Company’s audited consolidated financial statements. The carve-out financial information for the nine months ended 30 September 2025 have been prepared on a carve-out basis from the Demerging Company’s unaudited consolidated interim financial information using the historical income and expenses, assets and liabilities and cash flows attributable to the New Lassila & Tikanoja’s business. The carve-out financial statements and the carve-out financial information also include the allocation of income, expense, assets, liabilities and cash flows which are based on management judgement, assumptions and estimates. The most significant estimates, judgements and assumptions relate to the allocation of the costs of certain centrally provided shared services, leasing arrangements and shared assets, cash management and financing, determination of current and deferred income taxes and invested equity.

The New Lassila & Tikanoja’s carve-out financial statements have been prepared in accordance with the IFRS Accounting Standards, under consideration of the principles for determining which assets and liabilities, income and expenses as well as cash flows are to be assigned to the New Lassila & Tikanoja as described in the notes of the audited carve-out financial statements as at and for the years ended 31 December 2024, 2023, and 2022. The unaudited carve-out financial information of the New Lassila & Tikanoja as at and for the nine months ended 30 September 2025, including unaudited comparative carve-out financial information as at and for the nine months ended 30 September 2024 has been prepared in accordance with “IAS 34 – Interim Financial Reporting” under the same carve-out considerations as described above.

Accordingly, the carve-out financial information of the New Lassila & Tikanoja does not necessarily reflect what the New Lassila & Tikanoja’s results of operations, financial position or cash flows would have been had the New Lassila & Tikanoja operated as a standalone legal group and had it presented standalone consolidated financial statements during the periods presented. Moreover, the carve-out financial information of the New Lassila & Tikanoja may not be indicative of the New Lassila & Tikanoja’s future results of operations, financial position or cash flows.

The following table sets forth the key figures of the New Lassila & Tikanoja on a carve-out-basis for the periods indicated or at the dates indicated:

	1 January to 30 September or as at 30 September		1 January to 31 December or as at 31 December
In EUR million, unless otherwise indicated	2025	2024	2024	2023	2022
	(unaudited)		(unaudited, unless otherwise indicated)
Net sales……………………………………………………..	315.5	318.5	423.9¹⁾	422.1¹⁾	450.9¹⁾
Net sales growth, %……………………………………….	-1.0	–	0.4	-6.4	–
Adjusted EBITDA…………………………………………	64.0	65.1	86.0	82.9	82.0
Adjusted EBITDA margin, %…………………………..	20.3	20.5	20.3	19.6	18.2
EBITDA……………………………………………………..	63.8	64.1	83.8	82.6	84.0
EBITDA margin, %……………………………………….	20.2	20.1	19.8	19.6	18.6
Adjusted EBITA…………………………………………..	31.6	34.2	44.4	40.5	44.1
Adjusted EBITA margin, %…………………………….	10.0	10.7	10.5	9.6	9.8
Operating profit……………………………………………	30.0	31.8	40.5¹⁾	38.3¹⁾	44.6¹⁾
Result for the period………………………………………	22.5	25.0	31.5¹⁾	32.4¹⁾	35.5¹⁾
Total assets………………………………………………….	474.9	463.9	453.0¹⁾	454.5¹⁾	455.9¹⁾
Invested equity…………………………………………….	246.2	244.6	252.1¹⁾	251.4¹⁾	257.8¹⁾
Net interest-bearing liabilities…………………………..	88.3	81.3	67.4¹⁾	62.3¹⁾	41.7¹⁾
Net cash from operating activities……………………..	36.9	51.6	74.0¹⁾	82.0¹⁾	71.8¹⁾
Net cash from investing activities……………………..	-21.3	-31.0	-39.8¹⁾	-42.6¹⁾	-28.2¹⁾
Net cash from financing activities……………………..	-15.9	-22.1	-34.8¹⁾	-39.5¹⁾	-42.4¹⁾
________________
¹⁾ Audited.

The audited carve-out financial statements as at and for the years ended 31 December 2024, 2023, and 2022 and the unaudited carve-out financial information as at and for the nine months ended 30 September 2025, including unaudited comparative financial information as at and for the nine months ended 30 September 2024, are attached in full to this release.

The New Lassila & Tikanoja’s financial key indicators, and their definitions, reasons for use, and reconciliations are presented in full in the Prospectus.

The Definitions and Reasons for the Use of Financial Key Indicators

Key figure	Definition	Reason for the use
Operating profit	Operating profit as presented in the combined income statement.	Operating profit reflects the result generated by the New Lassila & Tikanoja’s business operations excluding financing, shares of the result of associated companies and joint ventures and taxes.
Net sales growth, %	Net sales for the period minus net sales for the comparison period, divided by net sales for the comparison period, as a percentage.	Net sales growth reflects the New Lassila & Tikanoja’s ability to increase its net sales. This metric is one of the New Lassila & Tikanoja’s medium-term financial targets.
EBITDA	Operating profit excluding depreciation, amortisation and impairments.	Management uses EBITDA to monitor the profitability excluding non-cash capital expenses of the New Lassila & Tikanoja’s core business operations.
EBITDA margin, %	EBITDA as a percentage of net sales.	Management uses EBITDA to monitor the profitability excluding non-cash capital expenses of the New Lassila & Tikanoja’s core business operations.
Items affecting comparability	Significant costs arising from business restructurings or business acquisitions, gains and losses from business divestments and costs arising from the discontinuation of businesses as well as other material items outside ordinary course of business.	Items that are not directly related to the New Lassila & Tikanoja’s ordinary course of business are reported separately in order to assess the performance and comparability between reporting periods of its core business operations.
Adjusted EBITDA	EBITDA adjusted for items affecting comparability.	Adjusted EBITDA, adjusted EBITA and related margins are presented in addition to operating profit and EBITDA to reflect underlying business performance and to enhance comparability from period to period. Management believes that these adjusted performance measures provide meaningful supplemental information by excluding items outside the ordinary course of business, which reduce comparability between periods.
Adjusted EBITDA margin, %	Adjusted EBITDA as a percentage of net sales.	Adjusted EBITDA, adjusted EBITA and related margins are presented in addition to operating profit and EBITDA to reflect underlying business performance and to enhance comparability from period to period. Management believes that these adjusted performance measures provide meaningful supplemental information by excluding items outside the ordinary course of business, which reduce comparability between periods.
Adjusted EBITA	Operating profit excluding amortisation and impairment of purchase price allocations to intangible assets from acquisitions, adjusted for items affecting comparability.	Adjusted EBITA measures profitability excluding acquisition-related amortisation and impairment, reflecting underlying business performance and enhancing comparability between periods.
Adjusted EBITA margin, %	Adjusted EBITA as a percentage of net sales.	Adjusted EBITA measures profitability excluding acquisition-related amortisation and impairment, reflecting underlying business performance and enhancing comparability between periods. This metric is one of the New Lassila & Tikanoja’s medium-term financial targets.
Interest-bearing liabilities	Loans from financial institutions + lease liabilities + cash-pool liabilities to related parties	Component of capital employed, return on capital employed and net interest-bearing liabilities.
Net interest-bearing liabilities	Interest-bearing liabilities – cash-pool receivables from related parties – cash and cash equivalents.	Net interest-bearing liabilities is a liquidity measure used by management to monitor the New Lassila & Tikanoja’s ability to pay its debts in the short-term.

Selected unaudited pro forma financial information of the New Lassila & Tikanoja

The unaudited pro forma combined financial information included in the Prospectus (the “Unaudited Pro Forma Financial Information”) illustrate the effect of the Demerger on the New Lassila & Tikanoja’s historical carve-out financial information, as if the Demerger had been consummated at an earlier point in time. The Unaudited Pro Forma Financial Information has been prepared for illustrative purposes only. The Prospectus also includes an independent practitioner’s assurance report on the compilation of pro forma financial information included in the Prospectus and prepared in accordance with Annex 20 to the Commission Delegated Regulation (EU) 2019/980. The pro forma financial information is unaudited.

The unaudited pro forma combined income statement for the financial year ended 31 December 2024 and the unaudited pro forma combined income statement for the nine months ended 30 September 2025 give effect to the Demerger as if it had been consummated on 1 January 2024. The unaudited pro forma combined statement of financial position as at 30 September 2025 give effect to the Demerger as if it had been consummated on that date.

Because of its nature, the Unaudited Pro Forma Financial Information illustrates the hypothetical impact of the Demerger, had it been consummated at the date assumed in the Unaudited Pro Forma Financial Information, and, therefore, does not represent the actual results of operations or financial position of the New Lassila & Tikanoja. The Unaudited Pro Forma Financial Information is not intended to project the results of operations or financial position of the New Lassila & Tikanoja at any future date and does not represent the results of operations or financial position of the New Lassila & Tikanoja as an independent listed company during the periods presented.

The Unaudited Pro Forma Financial Information illustrates adjustments to the historical carve-out financial information to give pro forma effect to events that are directly attributable to the Demerger and are factually supportable. The pro forma adjustments are based upon available information and certain assumptions, which are described in the accompanying notes to the Unaudited Pro Forma Financial Information. There can be no assurance that the assumptions used in the preparation of the Unaudited Pro Forma Financial Information will prove to be correct.

The following table sets forth the New Lassila & Tikanoja’s key figures presented on a pro forma basis as at the dates and for the periods indicated:

In EUR million, unless otherwise indicated	1 January to 30 September 2025 Pro forma	1 January to 31 December 2024 Pro forma	As at 30 September 2025 Pro forma
Net sales………………………………………………………………………………………………………………………………	315.5	423.9
Adjusted EBITDA………………………………………………………………………………………………………………….	64.3	86.5
Adjusted EBITDA margin, %……………………………………………………………………………………………………	20.4	20.4
EBITDA……………………………………………………………………………………………………………………………..	66.0	81.0
EBITDA margin, %………………………………………………………………………………………………………………..	20.9	19.1
Adjusted EBITA……………………………………………………………………………………………………………………	31.8	44.6
Adjusted EBITA margin, %……………………………………………………………………………………………………..	10.1	10.5
Operating profit…………………………………………………………………………………………………………………….	32.0	37.3
Result for the period……………………………………………………………………………………………………………….	22.8	26.9
Earnings per share (EUR)………………………………………………………………………………………………………..	0.60	0.70
Total assets…………………………………………………………………………………………………………………………..			494.8
Total equity………………………………………………………………………………………………………………………….			175.7
Capital employed…………………………………………………………………………………………………………………..			356.8
Return on capital employed, % (ROCE)¹⁾…………………………………………………………………………………….			11.4
Return on equity, % (ROE)¹⁾…………………………………………………………………………………………………….			15.3
Net interest-bearing liabilities……………………………………………………………………………………………………			161.9
Net debt / Adjusted EBITDA¹⁾………………………………………………………………………………………………….			1.9x
Equity ratio, %………………………………………………………………………………………………………………………			36.7
Gearing, %…………………………………………………………………………………………………………………………..			92.1
________________
¹⁾ The pro forma figure has been calculated using the full-year 2024 pro forma figures for the result, as using the full-year results of operations better takes into account seasonality within the year.

The Unaudited Pro Forma Financial Information, including definitions, reasons for use, and reconciliations of the key figures presented, is attached in full to this release.

Shareholders and prospective investors should acquaint themselves with the entire Prospectus in addition to this stock exchange release.

Advisers to the Demerging Company and the New Lassila & Tikanoja

Danske Bank A/S, Finland Branch acts as the sole financial advisor, Hannes Snellman Attorneys Ltd is acting as the legal adviser in relation to Finnish law and Cleary Gottlieb Steen & Hamilton LLP in relation to U.S. law, in relation to the Demerger and the listing of the New Lassila & Tikanoja.

Capital Markets Day

The Demerging Company will host a capital markets day focusing on the New Lassila & Tikanoja and Luotea on 26 November 2025. More information and registration are available at: https://www.lt.fi/en/investors/lt-as-an-investment/cmd-2025.

Lassila & Tikanoja Oyj
Board of Directors

For more information:

Eero Hautaniemi, President and CEO, tel. +358 10 636 2810

Joni Sorsanen, CFO, tel. +358 50 443 3045

Appendices:

Unaudited Pro Forma Financial Information of the New Lassila & Tikanoja;
The New Lassila & Tikanoja’s set of audited carve-out financial statements as at and for the years ended 31 December 2024, 2023, and 2022 and the auditor’s report thereto;
The New Lassila & Tikanoja’s unaudited interim carve-out financial information as at and for the nine months ended 30 September 2025.

Disclaimer

This release does not constitute a notice to convene a general meeting of shareholders nor does it constitute a demerger or listing prospectus. Any decision with respect to the proposed Demerger should be made solely on the basis of information contained in the notice to the EGM, the Demerger Plan, and the Prospectus as well as on an independent assessment of the information contained therein. Investors are directed to consult the Prospectus for more comprehensive information on New Lassila & Tikanoja, its shares, and the proposed Demerger.

This release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction

The securities referenced in this release have not been, and will not be, registered under the United States Securities Act of 1933, as amended or under the securities laws of any state of the United States. This release is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in the United States.

Neither the United States Securities and Exchange Commission nor any other U.S. federal or state securities commission or regulatory authority has approved or disapproved the shares referenced herein, nor have any foregoing authorities passed an opinion upon the fairness or merits of such securities or upon the accuracy or adequacy of the disclosures contained in this release or in the Prospectus. Any representation to the contrary is a criminal offence in the United States.

This release includes certain performance measures, which, in accordance with the guidance issued by the European Securities and Markets Authority, are not accounting measures defined or specified in IFRS Accounting Standards and therefore are considered as alternative performance measures. Alternative performance measures should not be viewed in isolation or as a substitute to the financial measures defined or specified in IFRS Accounting Standards. All companies do not calculate alternative performance measures in a uniform way, and therefore, the alternative performance measures presented in this release may not be comparable with similarly named measures presented by other companies.

The financial adviser is acting for the Demerging Company and the New Lassila & Tikanoja and no one else in connection with the Demerger and will not be responsible to anyone other than the Demerging Company or the New Lassila & Tikanoja for providing the protections afforded to clients of the financial advisers, or for giving advice in connection with the Demerger or any other matter.

Forward-looking statements

This release includes “forward-looking statements” that are based on present plans, estimates, projections and expectations and are not guarantees of future performance. Words such as “intend”, “assess”, “expect”, “may”, “plan”, “believe”, “estimate” and other expressions entailing indications or predictions of future developments or trends, not based on historical facts, constitute forward-looking information. They are based on certain expectations and assumptions, which, even though they seem to be reasonable at present, may turn out to be incorrect. Shareholders should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the Demerging Company or New Lassila & Tikanoja to differ materially from those expressed or implied in the forward-looking statements. Neither the Demerging Company, New Lassila & Tikanoja, nor any of their affiliates, advisors or representatives or any other person undertakes any obligation to review, confirm or to release publicly any updates or revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this release other than as required by applicable laws and regulations.

Attachments

The Finnish Financial Supervisory Authority has approved Lassila & Tikanoja’s demerger and listing prospectus; The New Lassila & Tikanoja’s and Luotea’s Management Teams as of the completion of the demerger

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