Lehto Group Oyj — Proxy Solicitation & Information Statement 2022

Feb 1, 2022

Lehto Group Plc: Shareholders’ Nomination Committee’s proposals to the Annual General Meeting 2022

Lehto Group Plc: Shareholders’ Nomination Committee’s proposals to the Annual General Meeting 2022

Lehto Group Plc
Stock exchange release
1 February 2022 at 3.30 p.m (EET)

Lehto Group Plc Annual General Meeting is planned to be held on 31 March 2022.
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 five (5).

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, Helena
Säteri, Hannu Lehto and Jani Nokkanen.

Current members Seppo Laine and Raimo Lehtiö have announced to the Shareholders’
Nomination Committee that they will not be available for re-election in the next
Annual General Meeting.

The Shareholders’ Nomination Committee proposes Eero Sihvonen at his consent as
the new member of the Board of Directors.

Eero Sihvonen

Eero Sihvonen (M.Sc. Economics) has previously served as the Chief Financial
Officer at Citycon Plc for 16 years and over 10 years also as the Executive Vice
President. Currently Sihvonen is working as a Senior Advisor at Citycon Plc. He
has an especially strong background in financing of real estate and other
business. Sihvonen has previously been a member of RAKLI Ry’s board of directors
for several years.

The nominee is independent of the Company and its significant shareholders.

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

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 remainder 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

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
Chief Financial Officer
Tel. +358 400 944 074