Lehto Group Oyj — Proxy Solicitation & Information Statement 2015

Apr 3, 2015

Regarding of the Ordinary General Meeting of Shareholders of LESTO AB

Regarding of the Ordinary General Meeting of Shareholders of LESTO AB

LESTO AB, identification code302577612, registered office placed
at Žvejų str.
14, Vilnius, Republic of Lithuania. The total number of registered ordinary
shares issued by company is 603 944 593; ISIN code LT0000128449. An
Ordinary General Meeting of Shareholders of LESTO AB is to be convened on the
initiative and by the decision of the Board of company on 3 April 2015.The
date, time and place of the Ordinary General Meeting of Shareholders: The
Ordinary General Meeting of Shareholders of LESTO AB will be held on 27 April
2015, at 11.00 a.m., on the premises of LESTO AB
(Žvejų str. 14, Vilnius).The shareholder
registration will start at 10.25 a.m. and will end at 10.55 a.m.The record date of
these General Meetings is 20 April 2015. Only persons who are shareholders of
LESTO AB at the end of the record date of the General Meeting of Shareholders
of company shall have the right to attend and vote at the General Meeting of
Shareholders of LESTO AB.The
following agenda of the Ordinary General Meeting of Shareholders of LESTO AB
was approved by the decision of the Board of company on 3 April 2015 and the
following draft decisions is proposed:Agenda of the Ordinary General Meeting of Shareholders of LESTO
AB:1. Regarding the approval of the
consolidated Annual Report of the group of LESTO AB for the year
2013.2. Regarding the approval of the
consolidated Annual Financial Statements of LESTO AB for the year
2013.3. Regarding the allocation of
the profit (loss) of LESTO AB of the year 2013.4. Regarding the approval of the
new version of the Articles of Association of LESTO AB.5. Regarding the change of the
registered office of LESTO AB.The
proposed drafts decisions of the General Meeting of Shareholders of LESTO AB on
the abovementioned agenda items:1. Regarding the approval of the consolidated Annual Report of the
group of LESTO AB for the year 2014:“1.1. Approve the
consolidated Annual Report of the group of LESTO AB for the year 2014
(see
attached).”2. Regarding the approval of the consolidated Annual Financial
Statements of LESTO AB for the year 2014:“2.1. Approve the consolidated
Annual Financial Statements of LESTO AB for the year 2014 (see attached) audited by the audit
company PricewaterhouseCoopers UAB.”3. Regarding the allocation of the profit (loss) of LESTO AB of
the year 2014.“3.1. To allocate the profit (loss)
of LESTO AB of the year 2014 (see attached).”4. Regarding the approval of the new version of the Articles of
Association of LESTO AB.“4.1. Approve a new
version of the Articles of Association of LESTO AB (attached). 4.2. Authorize the
Director General of LESTO AB to sign the amended Articles of Association of
LESTO AB and personally or through his authorized persons carry out all actions
to implement this decision.”5. Regarding the change of the registered office of LESTO
AB.„5.1. Change address of
the registered office of LESTO AB and to register the new registered office of
LESTO AB - Vilniaus m. sav., Vilniaus m., Aguonų g. 26. 5.2. Authorize the
Director General of LESTO AB to personally or through his authorized persons
carry out all actions to implement this decision.”On 3rd
April 2015 LESTO AB Supervisory board approved the consolidated Annual Report
of the group of LESTO AB for the year 2014, the audited consolidated Annual Financial Statements
of LESTO AB for the year 2014, the allocation of the profit (loss) of LESTO AB
of the year 2014 and decided to give this review to the General Meeting of
Shareholders of LESTO AB, which will be held on 27th April 2014.Shareholders participating in the General Meeting of Shareholders
of LESTO AB shall produce an identity document. Shareholders
shall be granted pecuniary and non-pecuniary rights provided for by laws and
other legal acts of the Republic of Lithuania. Shareholders
entitled to participate in the aforementioned shareholder meeting shall have
the right to authorise, in writing, a natural or legal person to participate
and vote on their behalf at the General Meetings of Shareholders indicated in
this notice. Such a written authorisation shall be approved in accordance with
the procedure laid down in legal acts and shall be delivered to Žvejų str. 14,
Vilnius no later than by the end of shareholder registration for a relevant
General Meeting. Shareholders entitled to participate in the General Meeting of
Shareholders of LESTO AB shall also have the right to authorise, by electronic
means of communication, a natural or legal person to participate and vote on
their behalf at the General Meeting of Shareholders. An authorisation issued by
electronic means of communication shall be recognised as valid provided that
the security of the information transferred is ensured and it is possible to
identify the shareholder. Shareholders shall report the issuance of an
authorisation by electronic means of communication by sending it by e-mail toinfo@lesto.lt not later than by the end of the working day on 24
April 2015 (3:15 p.m.). The authorised person shall have an identity document
and shall enjoy the same rights at the General Meeting as the shareholder
represented by him would enjoy (unless the issued authorisation or laws provide
for narrower rights of the authorised person). The shareholder's right to
participate in the General Meeting of Shareholders shall also include the right
to ask. LESTO AB has not approved any special authorisation form of the
abovementioned General Meeting of Shareholders.The
agenda of the General Meeting of Shareholders of LESTO AB may be supplemented
on the initiative of shareholders of company whose shares held in company carry
at least 1/20 of all votes at the General Meeting of Shareholders of LESTO
AB. The proposal to supplement the agenda of the respective General
Meeting of Shareholders shall be accompanied by draft decisions or, where no
decisions have to be taken, by explanations on each proposed agenda item of the
Ordinary General Meeting of Shareholders. The agenda shall be supplemented if
the proposal is received no later than 14 before the respective General Meeting
of Shareholders. Shareholders whose shares held in LESTO AB carry at least 1/20
of all votes at the General Meeting of Shareholders of company shall have the
right to propose, at any time before the General Meeting of Shareholders of
LESTO AB, new draft decisions on issues that are included or will be included
in the agendas of the General Meeting of Shareholders of LESTO AB. Proposals on
the supplementation of the respective agenda or relevant draft decisions shall
be submitted in writing to LESTO AB, Žvejų str. 14, Vilnius, or by e-mail toinfo@lesto.lt.Shareholders of LESTO AB shall have the right to present questions
related to the agend of the General Meeting of Shareholders of company.
Questions may be presented by e-mail to info@lesto.lt or delivered
to LESTO AB to Žvejų str. 14, Vilnius, no later than 3 working days before the
General Meeting of Shareholders.Shareholders will be able to vote on the agenda items of the
General Meeting of Shareholders of LESTO AB in writing by filling in ballot
papers. At the request of a shareholder, LESTO AB shall send, free of
charge, a ballot paper to the shareholder by registered post or deliver it
by hand against signature no later than 10 days before the General Meeting of
Shareholders of LESTO AB. A completed ballot paper shall be signed by the
shareholder or a person authorised by the shareholder. Where a
person authorised by the shareholder casts a vote, a document certifying the
right to vote shall be attached to the completed ballot paper. Filled and
signed general ballot paper and the document confirming the voting right can be
sent to the company by registered mail or delivered at Žvejų str. 14,
Vilnius, no later before the General Meeting of Shareholders.The company retains the right not to recognize the
advance vote of the shareholder or his/her authorised representative, if
his/her submitted general ballot paper does not meet the requirements of
Paragraphs 3 and 4 of Article 30 of the Law on Companies of the Republic of
Lithuania, was received to late or is filled so that the true will of the
shareholder on an individual matter cannot be determined. Electronic
means of communication shall not be used for participation and voting at
either of the abovementioned General Meeting of Shareholders.Shareholders can familiarise themselves with documents
related to the agenda of the General Meeting of Shareholders of LESTO AB, draft
decisions on the agenda, documents to be submitted to General Meeting of
Shareholders and other information related to the implementation of the rights
of shareholders specified in this notice on the website of LESTO AB athttp://www.lesto.lt from the date of this notice as well as on the
premises of LESTO AB (Žvejų str. 14, Vilnius) during working hours (7.30-11.30
a.m. and 12.15-4.30 p.m.; 7.30-11.30 a.m. and 12.15-3.15 p.m. on
Fridays).Information is not confidential.

     Representative for Public Relations Martynas Burba, tel. (8~5) 251

4516.

Attachments: