Lehto Group Oyj — Proxy Solicitation & Information Statement 2021

Feb 1, 2021

Lehto Group Plc: Shareholders’ Nomination Committee’s proposals to the Annual General Meeting 2021

Lehto Group Plc: Shareholders’ Nomination Committee’s proposals to the Annual General Meeting 2021

Lehto Group Plc
Stock exchange release
1 February 2021 at 5.30 p.m. (EET)

Lehto Group Plc Annual General Meeting is planned to be held on 28 May 2021. The
Shareholder Nomination Committee’s gives the following proposals to the Annual
General Meeting regarding the number, the composition, and the remuneration of
the Members of the Board of Directors.

The number of the Members of the Board of Directors

The Shareholders’ Nomination Committee proposes that the number of Board members
is six (6).

The composition of the Members of the Board of Directors

The Shareholders’ Nomination Committee proposes that, at their consent, the
following persons should be re-elected as members: Anne Korkiakoski, Seppo
Laine, Raimo Lehtiö, and Helena Säteri.

Current member Mikko Räsänen has announced to the Shareholders’ Nomination
Committee that he will not be available for re-election in the next Annual
General Meeting.

At their consent, as the new members of the Board of Directors the Shareholders’
Nomination Committee proposes Hannu Lehto and Jani Nokkanen.

Hannu Lehto

Construction engineer Hannu Lehto is an experienced figure of the construction
field. He has a strong expertise from both entrepreneurship in construction and
the managements functions of Lehto Group Plc in different stages of the company.
Hannu Lehto is one of the founding shareholders of the company and he has held
the position of CEO of the company first during 2008 – 2013 and again since the
year 2014 until present. He has also acted as the member of the board and the
chairman of the board during the years. Hannu Lehto has been contributing for
the success of Lehto Group and its subsidiaries together for more than 35 years.

Jani Nokkanen

Jani Nokkanen (M.Sc. Economics) is an adept professional of the real estate
industry. Currently Jani is working as the CIO and Partner of NREP where he has
worked since 2008 in different key roles of development and financing. Before
NREP he worked in management consulting and strategy related roles.

The Shareholders’ Nomination Committee proposes that Hannu Lehto would be
elected as the Chairman of the Board of Directors.

As the Company has announced on 13 August 2020 the current CEO of the Company
Hannu Lehto will focus on development and innovation, especially in modular
wooden construction within the Company. Juuso Hietanen M.Sc. will take up the
position in the beginning of May 2021.

All nominees are independent of the Company and its significant shareholders,
except for Hannu Lehto, who is the CEO of the company and holds the position of
the Chairman of the Board of the biggest shareholder of the company.

Remuneration of the Members of the Board of Directors

The Shareholders’ Nomination Committee proposes that the remuneration of the
members of the Board of Directors is proposed to be given in a combination of
Lehto Group Plc shares and cash. The yearly remuneration that would be paid in
such a way would remain the same as last year:

· Chairman of the Board of Directors EUR 69,000
· Deputy Chairman and members of the Board of Directors EUR 34,500

The remuneration of the members of the Board of Directors shall be made in Lehto
Group Plc shares and in cash, with approximately 40 per cent of the remuneration
paid in shares and the remainer in cash. The Members of the Board of Directors
shall be given either shares that are in the Company’s possession or
alternatively the shares shall 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 shares shall be acquired as soon as
possible from the Annual General Meeting accepting the proposal.

The amount of the shares to be transferred from the Company’s possession would
be calculated by dividing the remuneration determined based on the medium rate
of a share during the ten following banking days from the Annual General Meeting
accepting the proposal and rounding the amount down to the next whole number.

The Members of the Board shall not dispose such shares during his/her membership
or before six months has passed from the expiry of the said membership.

Shall the member of the Board of Directors notify the CFO of the Company within
three banking days from the Annual General Meeting, in writing, that he/she
shall abstain from accepting the Lehto Group Plc shares, the remuneration shall
be paid entirely in cash. The yearly remuneration that would be paid in such
case would remain the same as last year:

· Chairman of the Board of Directors EUR 55,200
· Deputy Chairman and members of the Board of Directors EUR 27,600

The attendance fee for the members of the Board of Directors for each Board
meeting attended by the member, with the exception of meetings held via
telephone or email, would remain the same as last year:

· Chairman of the Board of Directors EUR 1,500
· Deputy Chairman and members of the Board of Directors EUR 750

The attendance fee for the members of the committees of the Board of Directors
for each committee meeting attended by the member, with the exception of
meetings held via telephone or email, would remain the same as last year:

· Chairman of the committee EUR 600
· Members of the committee EUR 400

Attendance fee shall not be paid for the Members of the Board or a Committee
that are employed by the Company.

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

Further information:

Veli-Pekka Paloranta
CFO, Lehto Group Plc
Tel. +358 400 944 074

Lehto Group PLC:

Lehto is an innovator in the construction sector. We build housing, business
premises, care homes and schools. In addition, we carry out pipeline renovations
in apartment buildings. Our goal is to transform our industry – to build faster,
at a more affordable price and with higher quality. Lehto’s approach to
construction is in line with the megatrends in the sector: industrial
prefabrication, digitalisation and ecology.