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DVA - Lehto Group Plc: Resolutions of Lehto Group Plc's Annual General Meeting 2025 and the organizing meeting of the Board of Directors

Company: Lehto Group Oyj Date: 2025-05-22 Language: English Register to download
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 Lehto Group Plc: Resolutions of Lehto Group Plc's Annual General Meeting 2025 and the organizing meeting of the Board of Directors

# Lehto Group Plc: Resolutions of Lehto Group Plc's Annual General Meeting 2025 and the organizing meeting of the Board of Directors

Lehto Group Plc

Stock Exchange Release

22 May 2025 at 15:00 (Finnish time)

The Annual General Meeting of Lehto Group Plc took place on 22 May 2025 in
Vantaa, at meeting room Teide of Technopolis Aviapolis in the address
Teknobulevardi 3-5 F, 01530 Vantaa, Finland. The Annual General Meeting adopted
the financial statements for 2024 and discharged the Members of the Board of
Directors and the CEO from liability.

The use of profit shown on the balance sheet and payment of dividend

The Annual General Meeting resolved, in accordance with the proposal of the
Board of Directors, that no dividend is distributed based on the adopted balance
sheet for the financial year ended 31 December 2024.

Review of the Remuneration Report

The Annual General Meeting resolved to approve the Remuneration Report 2024 in
accordance with the proposal of the Board of Directors. The resolution was
advisory.

Election and remuneration of the Members of the Board of Directors

It was resolved that the Board of Directors shall consist of three members.

The Annual General Meeting resolved, in accordance with the proposal of the
Shareholders' Nomination Committee, that the following individuals be elected as
Members of the Board of Directors: Hannu Lehto, Tarja Teppo and Timo Okkonen.
The term of the Board members will expire at the end of the Annual General
Meeting 2026.

The Annual General Meeting resolved that the Members of the Board of Directors
shall be paid a yearly remuneration consisting of a cash remuneration and a
share remuneration as follows:

  · Chair of the Board of Directors: A cash remuneration of EUR 18,000 and a
remuneration of 80,000 shares, and
  · Deputy Chair and members of the Board of Directors: A cash remuneration of
EUR 12,000 and a remuneration of 80,000 shares.

The remuneration in shares is paid in such a way that the Members of the Board
of Directors are given either shares that are in the company's possession or new
shares issued by the company without consideration or alternatively shares will
be acquired from the regulated market (Nasdaq Helsinki Ltd) at a price
determined by public trading in the name and on behalf of the Member of the
Board of Directors. The Members of the Board of Directors shall not dispose such
shares during their membership or before six months has passed from the expiry
of the said membership.

The Annual General Meeting resolved not to pay a separate attendance fee to the
members of the Board of Directors. However, the attendance fee for the members
of potential Committees of the Board of Directors is EUR 600 per meeting for the
Committee Chair and EUR 400 per meeting for the Committee members.

Reasonable travel expenses caused by Board meetings or Committee meetings shall
be paid in accordance with the instructions of the tax authority. The per diem
allowances are included in the attendance fee.

Election and remuneration of the auditor

The audit firm KPMG Oy Ab was re-elected as the auditor. KPMG Oy Ab has informed
the company that Authorised Public Accountant, Pekka Alatalo, acts as the
responsible auditor.

It was resolved that the remuneration of the auditor will be paid according to
invoice approved by the company.

Authorisation of the Board of Directors to decide on the purchase of the
company's own shares

The Annual General Meeting authorised the Board of Directors to decide on the
purchase of the company's own shares as one or several instalments using non
-restricted shareholders' equity or without consideration, such that the maximum
quantity repurchased be 16,200,000 shares. The quantity equals approximately 10
per cent of the total amount of company's shares. The shares shall be purchased
through public trading organised by Nasdaq Helsinki Ltd in accordance with its
rules or using another method. If shares are not repurchased without
consideration, the consideration paid for the shares shall be based on the
market price at the time of repurchase.

The authorisation also entitles the Board of Directors to decide on the
repurchase of shares in different proportions than the proportion to the shares
owned by the shareholders (directed repurchase) with weighty financial reasons.
Shares may be repurchased to implement arrangements associated with the share
-based incentive systems, remuneration of the Board of Directors or company's
business operations, or to be otherwise transferred or to be cancelled. The
repurchased shares can also be held by the company itself.

The Board of Directors is authorised to make decisions on all other conditions
and circumstances pertaining to the repurchase of own shares. The repurchase of
own shares against payment reduces the non-restricted shareholders' equity. The
authorisation remains valid until the end of the following annual general
meeting but in any case, not longer than 30 June 2026 and replaces the company's
previous authorisation to repurchase own shares granted by the Annual General
Meeting on 19 June 2024.

Authorising the Board of Directors to decide on the issuance of shares as well
as issuance of options and other special rights entitling to shares as well as
the transfer of own shares

The Annual General Meeting decided to authorise the Board of Directors to decide
on the issue of a maximum of 16,200,000 shares through a share issue or by
granting options or other special rights entitling to shares as one or several
instalments. The quantity equals approximately 10 per cent of the total amount
of company's shares. The authorisation includes the right to issue either new
shares or own shares held by the company, either against payment or without
consideration. New shares can be issued and own shares held by the company
transferred in deviation from the shareholders' pre-emptive subscription right
(directed issue) if there is a weighty financial reason for the company to do so
and, in case of an issue without consideration, an especially weighty reason for
both the company and in regard to the interests of all shareholders in the
company. The Board of Directors is authorised to decide on all other conditions
and circumstances pertaining to a share issue, to the granting of special rights
entitling to shares, and to the transfer of shares.

The authorisation may be used, inter alia, to execute company's share-based
incentive systems, to pay the remuneration of the Board of Directors, to
strengthen the capital structure, to expand the ownership base, to use as
consideration in transactions or when the company purchases assets associated
with its operations.

The authorisation remains valid until the end of the following Annual General
Meeting but in any case, no later than 30 June 2026 and it replaces previous
share issue and option authorisations granted by the Annual General Meeting on
19 June 2024.

Minutes of the meeting

The minutes of the meeting shall be made available on the Lehto Group Plc's
internet site lehto.fi/en/agm as from 5 June 2025 at the latest.

The resolutions of the organizing meeting of the Board of Directors

In its organizing meeting held after the Annual General Meeting, the Board of
Directors of Lehto Group Plc elected Timo Okkonen as its Chair.

Based on the Board of Directors' independence evaluation, all members of the
Board of Directors, apart from Hannu Lehto, are independent of the company as
well as company's significant shareholders.

LEHTO GROUP PLC

BOARD OF DIRECTORS

Additional information

Veli-Pekka Paloranta, CFO

veli-pekka.paloranta@lehto.fi

+358 400 944 074