Lehto Group Plc: Resolutions of Lehto Group Plc’s Annual General Meeting 2017

Lehto Group Plc

Stock Exchange Release

11 April 2017 at 15.00 EEST

Lehto Group Plc: Resolutions of Lehto Group Plc’s Annual General Meeting 2017 

 The Annual General Meeting of shareholders of Lehto Group Plc took place in Oulu in the premises of Technopolis in the address Yrttipellontie 1 on 11 April 2017. The Annual General Meeting approved the financial statements for 2016 and discharged the Members of the Board of Directors, the Chairman of the Board of Directors, and the CEO from liability.

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

The Annual General Meeting resolved in accordance with the proposal by the Board of Directors to pay dividend of EUR 0.22 per share, a total of EUR 12,815,165.44 for the financial period that ended on 31 December 2016. The dividend will be paid to shareholders who on the record date for the dividend payment, 13 April 2017, are recorded in the shareholders’ register held by Euroclear Finland Ltd. The dividend payment date is 24 April 2017.

Election and remuneration of the Board of Directors

The Annual General Meeting resolved that the Board of Directors shall consist of five members. Pertti Huuskonen was elected as the Chairman of the Board and Martti Karppinen, Mikko Räsänen, Päivi Timonen and Sakari Ahdekivi were re-elected as members. The term of the Board members will expire at the end of the Annual General Meeting 2018.

In its first meeting the Board resolved to establish an Audit Committee and appointed Mikko Räsänen as the Chairman and Päivi Timonen and Sakari Ahdekivi as the members of the committee.

The Annual General Meeting resolved that the monthly remuneration of the Members of the Board shall be EUR 1,900 and that of the Chairman of the Board EUR 3,400. In addition, for each Board meeting other than ones held via telephone or email, EUR 750 shall be paid for the Members of the Board, and EUR 1,500 for the Chairman of the Board.

For each meeting of the Audit Committee other than ones held via telephone or email the Board members shall be paid a remuneration of EUR 400 for the Member of the Committee and EUR 600 for the Chairman of the Committee.

Reasonable travel expenses incurred in connection with Board meetings or Committee meetings shall be paid in accordance with the instructions of the tax authority.

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 C.A. Tapio Raappana would continue as the responsible auditor. The auditor’s fee shall be paid on the basis of an 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 to decide on the purchase of the company’s own shares in one or several instalments using assets belonging to the unrestricted equity of the company, so that the maximum quantity purchased be 5,800,000 shares. The shares shall be purchased through public trading organised by Nasdaq Helsinki in accordance with its rules or using another method. The consideration paid for the purchased shares shall be based on the market price. The authorisation entitles the Board of Directors to decide on the purchase of shares also otherwise than in proportion to the shares owned by the shareholders (directed purchase). Then, there shall be weighty financial reasons for the company to purchase its own shares. Shares may be purchased to implement arrangements linked to the company’s business operations, to implement the company’s share-based incentive programmes or otherwise to be transferred on or the shares may be cancelled. The purchased shares may also be held by the company. The Board of Directors is authorised to make decisions on all other terms and matters pertaining to the purchase of own shares. The purchase of own shares reduces the unrestricted equity of the company. The term of the authorisation extends until the Annual General Meeting 2018.

Authorisation of the Board of Directors to decide on a share issue, on the issuance of option rights and other special rights entitling to shares, as well as the disposal of own shares

The Annual General Meeting authorised the Board of Directors to decide on the issue of a maximum of 5,800,000 shares through share issue or by granting option rights or other special rights entitling to shares in one or several instalments. The authorisation includes the right to issue either new shares or own shares held by the company either against payment or without consideration. Contrary to the shareholders’ pre-emptive rights, new shares may be issued directly and own shares held by the company transferred directly if there is a weighty financial reason for it from the company’s point of view or, in case of an issue without consideration, a particularly weighty financial reason from the company’s point of view and considering the benefit of all its shareholders. The Board of Directors is authorised to decide on all other terms and matters pertaining to a share issue, to the granting of special rights entitling to shares, and to the disposal of shares.

Among other things, the authorisation may be used to develop the capital structure, to expand the ownership base, as consideration in M&A transactions, when acquiring assets linked to the operations of the company, and to implement incentive programmes. The term of the authorisation extends until 31 October 2019. The authorisation shall replace the company’s previous share issue and option right authorisations.

Amendment of the Articles of association

The Annual General Meeting resolved to amend the articles 5 (Representation of the Company), 6 (Auditor), 9 (Annual General Meeting) and 10 (Book-entry System) of the Articles of Association as proposed by the Board of Directors.

Establishment of the shareholders’ nomination committee

The Annual General Meeting resolved to establish a shareholders’ nomination committee, which shall prepare annually proposals regarding the members of the Board of Directors and their remuneration for the next Annual General Meeting resolving on the election of members.

The charter for the committee was approved materially in the form of the draft proposed by the Board of Directors for the Annual General Meeting.

Shareholder’s proposal on arranging a special audit

The support of one tenth of all the shares in the company or one third of the shares presented in the meeting, as required, was not reached in the Annual General Meeting for the proposal by a shareholder.

In Oulu, 11 April 2017

LEHTO GROUP PLC

BOARD OF DIRECTORS