Lehto Group Plc
Notice to the Extraordinary General Meeting
4 September 2020 at 12.00 (EET)
The shareholders of Lehto Group Plc are hereby invited to the Extraordinary General Meeting held on Friday 25th September 2020 at 2 pm in Kempele, in Lehto Group Plc’s headquarters (Voimatie 6, Kempele). Doors open at 1:30 pm for the reception and distribution of the voting tickets.
- Agenda of the Extraordinary General Meeting:
- Opening of the meeting
- Calling the meeting to order
- Election of the persons to scrutinise the minutes and to supervise the counting of votes
- Recording the legality of the meeting
- Recording the attendance at the meeting and adoption of the list of votes
- Authorising the Board of Directors to Resolve on a Rights Issue
The company announced its plans to arrange a rights issue on 30 June 2020. Through the rights issue the company is aiming to raise gross proceeds of approximately €20-25 million to increase its cash and equity position. The company’s largest shareholder Lehto Invest Ltd, a controlled entity of CEO Hannu Lehto, has undertaken to vote in favor of this proposal by the Board of Directors relating to the rights issue in the Extraordinary General Meeting, and to participate in the rights issue at least in proportion to its shareholding in the company as per 30 June 2020. The rights issue is contemplated to be completed by the end of year 2020.
The Board of Directors proposes to the Extraordinary General Meeting that it would authorise the Board of Directors to resolve on the issuance of a maximum of 60,000,000 new shares to carry-out the above-mentioned rights issue. The shares are offered for subscription to the shareholders of the company in proportion to their shareholding in the company as per the record date of the rights issue. The authorisation includes the right for the Board of Directors to resolve to offer, on a secondary basis, the potentially unsubscribed shares to the other shareholders or other persons for subscription. The authorisation can only be used to carry-out one rights issue. The Board of Directors is authorised to resolve on all other terms and conditions of the rights issue.
The authorisation is proposed to be valid until the close of the next Annual General Meeting, however, no longer than until 30 June 2021. The authorisation does not revoke the share issue authorisations resolved upon earlier.
- Closing of the meeting
Documents of the Extraordinary General Meeting
The above decision proposals on the EGM agenda and this notice of meeting will be available on the Lehto Group Plc website at www.lehto.fi/en/egm2020. The decision proposal and other documents mentioned above are also available at the Extraordinary General Meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the Extraordinary General Meeting shall be available on the aforementioned website on 9 October 2020 at the latest.
- Instructions for the participants in the Extraordinary General Meeting
1. Shareholders registered in the shareholders’ register
A shareholder who is registered in the shareholders’ register of Lehto Group Plc held by Euroclear Finland Oy on 15 September 2020 has the right to take part in the Extraordinary General Meeting. A shareholder whose shares have been entered on a personal Finnish book-entry account is registered in the shareholders’ register.
A shareholder registered in the shareholders’ register who wants to participate in the Extraordinary General Meeting should register for the meeting no later than Friday 18 September 2020 by 4 pm, which is the notification deadline. Registration begins on 4 September 2020 at noon. You can register in the following ways:
- Via the Lehto Group Plc website at: www.lehto.fi/en/egm2020
- Via telephone: +358 207 600 900 (Mon-Fri 8 am – 3:30 pm)
- Via regular mail: Lehto Group Oyj / Yhtiökokous, Voimatie 6 B, 90440 Kempele, Finland
When registering, you should tell your name, identity number or Business ID, address, telephone number and the name of a potential assistant or proxy representative and the personal identification number of the proxy representative. The same information is requested when registering through the online service. The personal data given to Lehto Group Oyj is used only in connection with the general meeting and with the processing of the related registrations.
If a shareholder authorises an proxy representative to represent the shareholder at the EGM, we would ask you to send the power of attorney to Lehto Group Oyj / Yhtiökokous, Voimatie 6 B, 90440 Kempele, Finland. If necessary, you can use the power of attorney template on our website: www.lehto.fi/en/egm2020. Upon request, the shareholder or the representative or proxy representative of the shareholder must be able to prove their identity and/or right to represent at the meeting place.
2. Holders of nominee registered shares
Nominee shareholders have the right to participate in the Extraordinary General Meeting if:
- based on shares, the shareholder would have the right to be registered in the company’s shareholders’ register on the record date 15 September 2020; and
- the shareholder has been temporarily registered in the shareholders’ register held by Euroclear Finland Oy by Tuesday 22 September 2020 at 10 am (Finnish time).
For the shares registered in the nominee register, this constitutes due registration for the Extraordinary General Meeting. A holder of nominee registered shares are advised to contact their asset manager well in advance regarding the registration in the temporary shareholders’ register, the delivery of powers of attorney, and registration for the Extraordinary General Meeting. The asset manager’s account operator must register the holder of nominee registered shares, who wants to participate in the Extraordinary General Meeting, into the temporary shareholders’ register of the company at the latest by the deadline above.
3. Proxy representative and powers of attorney
A shareholder has the right to attend the Extraordinary General Meeting and use their rights there in person or through a proxy representative. The shareholder’s proxy representative must be able to present an original dated proxy document or otherwise in a reliable manner prove that they are authorised to represent the shareholder in the Extraordinary General Meeting. If the shareholder participates in the meeting through several proxy representatives representing shares in different securities accounts of the shareholder, the shareholder must, during registration, declare the shares on the basis of which each proxy representative is representing the shareholder.
Possible proxy documents should be delivered to the address Lehto Group Oyj / Yhtiökokous, Voimatie 6 B, 90440 Kempele, Finland before the last date for registration.
4. Other instructions/information
We will take all reasonable precautions to keep highly contagious diseases from spreading. This will include e.g. maintaining safety distances, handing out hygienic masks and promoting good meeting hygiene. Shall you have any feeling of fever, cough, sore throat, shortness of breath, muscle pain, fatigue, runny nose, nausea, or diarhhea we urge you to refrain from attending the meeting. In such cases you can authorise someone without symptoms to represent you in the meeting.
Pursuant to chapter 5, section 25 of the Companies Act, a shareholder present at the Extraordinary General Meeting has the right to request information regarding the topics discussed in the meeting.
On the date of the notice of meeting, 25 September 2020, Lehto Group Plc has a total of 58,309,443 shares, representing the same number of votes.
Free parking is available at the meeting location.
In Vantaa, 4 September 2020
LEHTO GROUP PLC
BOARD OF DIRECTORS
Lehto Group Plc
+358 40 094 4074