Proposals of LeadDesk Plc's Shareholders’ Nomination Board to the Annual General Meeting 2024
LeadDesk Plc Press Release 8 January 2024 at 15.05 PM EET. Unofficial translation of LeadDesk Plc Company Release. In case the document differs from the original, the Finnish version prevails.
The Shareholders’ Nomination Board of LeadDesk Plc (“LeadDesk” or the “Company”) proposes the following to the Company’s Annual General Meeting planned to be held on 20 March 2024:
- 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).
- Proposal for members of the Board of Directors
The Shareholders’ Nomination Board proposes that Yrjö Närhinen, Emma Storbacka and Samu Konttinen be reappointed to the Board of Directors.
Eija Kuittinen and Antti Hovila have informed the company that they will not be available for re-election in the Annual General Meeting of 2024. “I would like to thank Eija and Antti for their valuable contribution to LeadDesk's board”, says Chairman of the Nomination Board Lauri Pukkinen.
The Nomination Board proposes that Lauri Pukkinen and Jostein Vik 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. Of the Board members, Lauri Pukkinen is one of the company's largest shareholders through his personal ownership. Jostein Vik is a partner and founding member of Viking Venture, the company's largest shareholder.
Lauri Pukkinen, b. 1979, is currently founder and investor in several technology and software companies. Previously, Pukkinen has worked as a consultant at McKinsey &; Company, as a co-founder at LeadDesk Oyj and in international leadership positions at Babcock International, an aerospace and defense group. Pukkinen is a Finnish citizen and holds a M.Sc. in Economics and a M.Sc. in Military Sciences.
Jostein Vik, b. 1973, is partner and co-founder of Viking Venture, a leading Nordic software investor. He is passionate about technology and his expertise in business strategy and commercialization has time after time driven results for fast-growing software scale-ups. Jostein has over 20 years of experience from the software industry. He is currently the Chairman of Heeros (cloud-based business management solutions), Chairman of Fotoware (digital enterprise asset management software solution), Board Member of Asolvi (field service management solutions) and Board Member of Keystone (solutions for connecting students with educational institutions).
- 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 3,300 and to other members of the Board of Directors in the amount of EUR 1,650. The Chair of the Audit Committee is paid a meeting fee of EUR 1,100 per meeting, and the members of the Audit Committee are paid a meeting fee of EUR 550 per meeting. Travel expenses are proposed to be reimbursed in accordance with the Company’s travel guidelines.
3.2 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 2024 option program, resolved on within the restrictions described below, for each Company share they acquire during the period between the 2024 Annual General Meeting and 24 September 2024. 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 2024 option program must be at least the trading price of the share on the issue date of the 2024 option program; the subscription period for the shares subscribed for on the basis of the options may commence on 1 May 2027 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.
Shareholders’ Nomination Board
In accordance with the decision of LeadDesk Plc's Annual General Meeting on 28.3.2022, a Shareholders' Nomination Board was established. The Shareholders' Nomination Board was established to operate until further notice. The term of office of the members of the Nomination Board ends annually upon the appointment of a new Nomination Board. The Nomination Board will consist of representatives of LeadDesk's largest shareholders and its election has been announced in a company release on 15.9.2023.
The Chairman of the Nomination Board is Lauri Pukkinen (representing his private holding) and the members are Eirik Hjelmeland (representative nominated by Viking Venture), Tuomas Virtala (representative nominated by OP Funds) and Erik Sprinchorn (representative nominated by TIN Fonder). In addition, Yrjö Närhinen, Chairman of the Board of Directors of LeadDesk, has acted as an expert in the Nomination Board without being a member of the Nomination Board. The Nomination Board has also utilised external experts in its work.
The Nomination Board made the above proposals unanimously. Lauri Pukkinen did not participate in the decision-making concerning his own nomination proposal. The proposals of the Nomination Board will be included in LeadDesk's notice to the Annual General Meeting 2024, which will be published later.
Further information
Olli Nokso-Koivisto, CEO, LeadDesk Plc
+358 44 066 5765
olli.nokso-koivisto@leaddesk.com
Certified adviser:
Oaklins Merasco Oy, Tel: +358 9 6129 670
LeadDesk Plc in brief
LeadDesk is a leading European provider of cloud-based contact centre software. The LeadDesk cloud service, powered by artificial intelligence, improves customer experience and sales productivity. Over 20,000 customer service and sales professionals work more efficiently with LeadDesk weekly. In 2022, the Group's revenue was EUR 28.1 million, most of which came from outside Finland. The Group has offices in eight European countries. LeadDesk Plc's shares are traded on the Nasdaq First North Finland marketplace under the ticker LEADD. www.leaddesk.com