Lehto Group Plc: Resolutions of Lehto Group Plc’s Annual General Meeting 2023 and the organizing meeting of the Board of Directors
Lehto Group Plc
Stock exchange release
30 March 2023 at 3.10 p.m. (Finnish time)
The Annual General Meeting of shareholders of Lehto Group Plc took place on 30 March 2023 in Oulu, Technopolis Smarthouse -auditorium in the address Elektroniikkatie 8, Oulu, Finland. 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 distribution 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 2022.
Presentation and adoption of the Remuneration Report
The Annual General Meeting resolved to approve the presented Remuneration Report in accordance with the proposal of Board of Directors. The resolution was advisory.
Election and remuneration of the Members of the Board of Directors
The Annual General Meeting resolved that the Board of Directors shall consist of four members.
The Annual General Meeting resolved, in accordance with the proposal of the Board of Directors, that the following individuals be elected as members of the Board of Directors: Eero Sihvonen, Hannu Lehto, Anne Korkiakoski and Jani Nokkanen. The term of the Board members will expire at the end of the Annual General Meeting 2024.
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 Company shares, the yearly remuneration shall be paid entirely in cash. In that case the yearly remuneration is EUR 55,200 for the Chairman of the Board of Directors and EUR 27,600 for the Deputy Chairman and members of the Board of Directors.
In addition, attendance fee for the members of the Board of Directors for each attended Board meeting agreed in the annual meeting agenda or a meeting outside the annual meeting agenda exceeding two hours, is EUR 1,500 for the Chairman of the Board of Directors and EUR 750 for the Deputy Chairman and members of the Board of Directors.
The attendance fee for the members of the Committees of the Board of Directors for each attended committee meeting agreed in the annual committee meeting agenda or a meeting outside annual meeting agenda exceeding two hours, is EUR 600 for the Chairman of the Committee and EUR 400 for the members 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 Authorised Public Accountant, KHT, Pekka Alatalo would act as the responsible auditor. It was resolved, that the remuneration of the auditor will be paid according to 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 repurchase of shares in different proportions than the proportion to the shares owned by the shareholders (directed purchase) with weighty financial reasons. Shares can be repurchased to execute the Company’s share-based incentive systems, to implement arrangements linked to the Company’s business operations, or otherwise to transfer or invalidate. The purchased shares can also be kept by the Company.
The Board of Directors is authorised to make decisions on all other conditions and circumstances pertaining to the repurchase of own shares. The repurchase of own shares reduces the shareholders’ surplus. The authorisation remains valid until the end of the following annual general meeting but in any case, not longer than 30 June 2024 and it replaces the Company’s previous authorisation 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 8,733,000 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. As a derogation to the Company’s shareholders’ privilege, new shares can be directedly issued, and own shares held by the Company directly transferred, if there is a weighty financial reason for the Company to do so and, in case of an issue without consideration, an especially weighty reason for both the Company and in regard to the interests of all shareholders in the Company. 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 implement share-based incentive systems, to pay the remuneration of the Board of Directors, to strengthen 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 implement incentive systems.
The authorisation remains valid until the end of the following annual general meeting but in any case, no later than 30 June 2024 and it replaces the Company’s previous share issue and option authorisations.
Minutes of the meeting
The minutes of the meeting shall be made available on the Lehto Group Plc internet site lehto.fi/en/agm as from 13 April 2023 at the latest.
The resolutions of the organizing meeting of the Board of Directors
In its organisational meeting held after the Annual General Meeting, the Board of Directors of Lehto Group Plc elected Eero Sihvonen as its Chairman of the Board. The Board of Directors also elected members for its Audit Committee.
The Board of Directors elected Anne Korkiakoski as Chairman of the Audit Committee and Eero Sihvonen and Hannu Lehto as a members of the Audit Committee.
Based on the Board of Directors’ independence evaluation, all members of the Board of Directors, apart from Hannu Lehto, are independent of the Company as well as Company's significant shareholders.
The Audit Committee composition meet the independence requirements of the Finnish Corporate Governance Code.
In Oulu, 30 March 2023
LEHTO GROUP PLC
BOARD OF DIRECTORS