Proposals of LeadDesk Ltd's Shareholders’ Nomination Board to the Annual General Meeting 2023
LeadDesk Ltd Press Release 30 January 2023 at 16.15
LeadDesk Ltd Unofficial Translation of Company Release 30 January 2023 at 16.10. In case the document differs from the original, the Finnish version prevails.
The Shareholders’ Nomination Board of LeadDesk Ltd (“LeadDesk” or the “Company”) proposes the following to the Company’s Annual General Meeting planned to be held on 22 March 2023:
1. Number of members of the Board of Directors
The Nomination Board proposes that the number of members elected to the Board of Directors be five (5).
2. Proposal for members of the Board of Directors
The Shareholders’ Nomination Board proposes that Emma Storbacka, Antti Hovila and Eija Kuittinen be reappointed to the Board of Directors. The Nomination Board proposes that Yrjö Närhinen and Samu Konttinen be appointed as new members of the Board of Directors. The Shareholders’ Nomination Board proposes that Yrjö Närhinen be appointed as the Chair of the Board of Directors.
All proposed persons have given their consent to the appointment. They are independent of the Company and of the major shareholders of the Company.
Yrjö Närhinen, b. 1969, currently inter alia serves as the Chair of the Board of Directors of Ambea (a company listed on Nasdaq Stockholm), Vice-Chair of the Board of Directors of NoHo Partners as well as Board Member of Avonova (a Norwegian growth company) in cooperation with the private equity company Norvestor. Previously Närhinen has served as the CEO of Terveystalo, CEO of Oy Hartwall Ab, a member of the global management team of Scottish & Newcastle as well as in multiple international management positions at Procter & Gamble. Närhinen is a Finnish citizen and holds a B.Sc. (Econ) degree.
Samu Konttinen, b. 1973, currently serves as the CEO of a public company Loihde Group Oyj, Board Member of Aico Oy, Board Member of Palta as well as Board Member of Kyberala ry. Previously Konttinen has served as the CEO of F-Secure Oyj, as Executive Vice President of F-Secure’s Corporate Security Business Unit and in many other management positions with F-Secure. Konttinen is a Finnish citizen and holds an MBA degree.
3. Remuneration of the members of the Board of Directors
The Shareholders’ Nomination Board proposes that, with respect to the remuneration of the members of the Board of Directors, the shareholders address each proposal individually in the general meeting.
3.1. Monthly remuneration and meeting fees of the members of the Board of Directors
The Shareholders’ Nomination Board proposes that remuneration be paid to the Board members in the next term of office as follows: A monthly remuneration is paid to the Chair of the Board of Directors in the amount of EUR 3,000 and to other members of the Board of Directors in the amount of EUR 1,500. The Chair of the Audit Committee is paid a meeting fee of EUR 1,000 per meeting, and the members of the Audit Committee are paid a meeting fee of EUR 500 per meeting. Travel expenses are proposed to be reimbursed in accordance with the Company’s travel rules.
3.2. Directed share issue and options related to the appointment of the proposed new Chair
In addition, the Shareholders’ Nomination Board proposes, conditional on the fact that Yrjö Närhinen is elected as the Chair of the Board of Directors, that a maximum of EUR 200,000’s worth of new shares of LeadDesk (“New Shares”) are offered for subscription to the Chair of the Board of Directors in a directed share issue against payment. The Board of Directors would determine the subscription price for the New Shares so that it would not be lower than the volume-weighted average trading price of LeadDesk shares on Nasdaq Helsinki Ltd during the 30 days preceding the commencement of the subscription period. The Board of Directors of the Company would have the right to decide on other detailed terms of the issue.
If the Chair of the Board of Directors has subscribed for New Shares amounting to the above-mentioned maximum amount by 1 May 2023, two (2) special rights entitling to shares as referred to in Chapter 10 Section 1 of the Finnish Limited Liability Companies Act (option right) are given to the Chair of the Board of Directors in the 2023 option program, resolved on within the restrictions described below, for each New Share subscribed for by the Chair.
The Board of Directors would be authorized to decide on all other detailed terms of the option program, yet so that the exercise price of the 2023 option program must be at least the trading price of the share on the issue date of the 2023 option program; the subscription period for the shares subscribed for on the basis of the options may commence on 1 May 2026 at the earliest; and the subscription right must be conditional on the option right holder’s service relationship to the Company as well as conditional on that the shares on the basis of which the option rights have been issued are still held by the option right holder when the subscription period related to the option rights commences.
3.3. Options of the members of the Board of Directors
The Shareholders’ Nomination Board further proposes that members of the Board of Directors be given one (1) option right in the 2023 option program, resolved on within the restrictions described below, for each Company share they acquire during the period between the 2023 Annual General Meeting and 25 September 2023. The maximum number of option rights so received by members of the Board of Directors is 7,500 in total. If the total number of shares acquired by the members of the Board of Directors exceeds 7,500, the option rights are given on a pro rata basis so that the total number of option rights given does not exceed 7,500.
The Board of Directors would be authorized to decide on all other detailed terms of the option program, yet so that the exercise price of the 2023 option program must be at least the trading price of the share on the issue date of the 2023 option program; the subscription period for the shares subscribed for on the basis of the options may commence on 1 May 2026 at the earliest; and the subscription right must be conditional on the option right holder’s service relationship to the Company as well as conditional on that the shares on the basis of which the option rights have been issued are still held by the option right holder when the subscription period related to the option rights commences.
If proposal 3.2. of the Shareholders’ Nomination Board is adopted, the Chair of the Board of Directors is not entitled to any options under proposal 3.3.
Shareholders’ Nomination Board
The Shareholders’ Nomination Board was established in accordance with the resolution of LeadDesk Ltd’s Annual General Meeting held on 28 March 2022. The Board is comprised of the representatives of the major shareholders of LeadDesk, and the election thereof was disclosed in a company release on 3 October 2022.
The Chair of the Nomination Board is Lauri Pukkinen (representing his private holding) and other members are Erik Sprinchorn (representing TIN Fonder), Juha Takala (representing OP-Rahastot) and Olli Sirkiä (representing his private holding). In addition, Petri Niemi, Chair of the Board of Directors of LeadDesk, has served as an expert in the Nomination Board without being a member. The Nomination Board has also used external experts in its efforts.
The Shareholders’ Nomination Board made the above-mentioned proposals unanimously. The Nomination Board’s proposals will be included in the notice convening the 2023 AGM which will be published later.
Further information
Olli Nokso-Koivisto, CEO, LeadDesk Ltd
+358 44 066 5765
olli.nokso-koivisto@leaddesk.com
Certified adviser:
Oaklins Merasco Oy, Tel: +358 9 6129 670
LeadDesk in brief
LeadDesk is a fast-growing and internationalizing software company, operating in the cloud-based software market in Europe. The company offers the LeadDesk cloud service for sales and customer service and has grown to a leading cloud service vendor in sales and customer service in the Nordics. In 2021, the company’s revenue was EUR 24.6 million. The international revenue share was approximately 61%. LeadDesk’s shares are traded in the Nasdaq First North Finland market under the ticker LEADD. The company has offices in seven European countries. The LeadDesk cloud service is used by ca. 1500 customers around the world. www.leaddesk.com