Lehto Group Plc
Stock Exchange Release
2 May 2022 at 3.30 p.m (EET)
The Annual General Meeting of shareholders of Lehto Group Plc took place in Kempele in the headquarters of the company in the address Voimatie 6B on 2 May 2022. The Annual General Meeting approved the financial statements for 2022 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 that no dividend shall be paid for the financial year that ended on 31 December 2021.
The handling of the Remuneration Report for governing bodies
The Annual General Meeting resolved to confirm the Remuneration Report for the governing bodies as proposed to the Annual General Meeting.
Election and remuneration of the Chairman and the Members of the Board of Directors
The Annual General Meeting resolved that the Board of Directors shall consist of five members.
Pursuant to the proposal made by the shareholders nomination committee Anne Korkiakoski, Jani Nokkanen, Helena Säteri and Hannu Lehto were re-elected as members of the Board of Directors, Eero Sihvonen was elected as a new member of the Board of Directors, and Hannu Lehto was elected as the Chairman of the Board of Directors. The term of the Board members will expire at the end of the Annual General Meeting 2023.
The Annual General Meeting resolved that 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 yearly remuneration paid to the Chairman of the Board of Directors was resolved to be EUR 69,000 and to the Deputy Chairman and the Members of the Board of Directors EUR 34,500. Should the member of the Board of Directors abstain from accepting the remuneration in shares and in cash, shall the remuneration be paid entirely in cash when it shall be EUR 55,200 for the Chairman of the Board of Directors and EUR 27,600 for the Deputy Chairman and the members of the Board of Directors. In addition, for each attended Board meeting agreed in the annual meeting agenda or a meeting outside the annual meeting agenda exceeding two hours, EUR 750 shall be paid for the Members of the Board, and EUR 1,500 for the Chairman of the Board of Directors.
For each attended meeting of the Audit Committee agreed in the annual meeting agenda or a meeting outside the annual meeting agenda exceeding two hours 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. The per diem allowances are included in the attendance fee.
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. Pekka Alatalo would act 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 as one or several instalments using assets belonging to the shareholders’ surplus, such that the maximum quantity purchased be 8,733,000 shares. The shares shall be purchased through public trading organised by Nasdaq Helsinki Ltd in accordance with its rules or using another method. The consideration paid for the purchased shares should be based on the market price.
The authorisation also entitles the Board of Directors to decide on the purchase of shares other than in proportion to the shares owned by the shareholders (directed purchase), in which case there should be sound financial reasons for the company to purchase its own shares. Shares can be purchased to implement arrangements linked to the company’s business operations, to implement company’s incentive schemes, or otherwise to transfer or invalidate. The purchased shares can also be stored by the company.
The Board of Directors is authorised to make decisions on all other conditions and circumstances pertaining to the purchase of own shares. The purchase of own shares reduces the shareholders’ surplus. The authorisation is proposed to remain valid until the end of the following annual general meeting but in any case, not longer than 30 June 2023. The authorisation shall replace the company’s previous authorisations regarding the repurchase of company’s own shares.
Authorising the Board of Directors to decide on a share issue, in the issuance of options and other special rights to shares as well as the transfer of own shares
The Annual General Meeting decided to authorise the Board of Directors to decide on the issue of a maximum of 40,000,000 shares through a share issue or by granting rights of option or other special rights entitling to shares as 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. In contrast to the company’s shareholders’ privilege, new shares can be directly issued and own shares held by the company directly transferred 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 the benefit of all its shareholders. The Board of Directors is authorised to decide on all other conditions and circumstances pertaining to a share issue, to the granting of special rights entitling to shares, and to the transfer of shares. Among other things, the authorisation can be used to execute equity-linked financing arrangement published on 11 April 2022, to develop the capital structure, to expand the ownership base, to use as consideration in transactions, when the company purchases assets linked to its operations, or to carry out incentive schemes. The authorisation is proposed to be valid until the end of the following annual general meeting but in any case, no later than 30th June 2022. The authorisation shall replace the company’s previous share issue and option authorisations.
The minutes of the meeting shall be made available on the Lehto Group Plc internet site no later than on 16 May 2022.
The resolutions of the organizing meeting of the Board of Directors
The Board of Directors decided to establish an Audit committee. Eero Sihvonen was elected as the Chairman and Anne Korkiakoski and Hannu Lehto as the members of the committee.
In Kempele, 2 May 2022
LEHTO GROUP PLC
BOARD OF DIRECTORS