Lehto Group Plc: Shareholders’ Nomination Committee’s proposals to the Annual General Meeting

Lehto Group Plc
Stock exchange release
1 February 2023 at 11.30 a.m. (EET)

RESOLUTION ON THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS

Lehto Group Plc Annual General Meeting is planned to be held on 30 March 2023. The Shareholders’ Nomination Committee has announced, pursuant to its Rules of Procedure, the proposition for the remuneration of the members of the Board of Directors.

The remuneration of the members of the Board of Directors is proposed to be given in a combination of Lehto Group Plc shares and cash. The yearly remuneration, paid in such manner, would remain the same as last year:

‒         Chairman of the Board of Directors EUR 69,000

‒         Deputy Chairman and members of the Board of Directors EUR 34,500

The yearly 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 remainer in cash. The Members of the Board of Directors shall be given either shares that are in the Company’s possession or alternatively shares shall be acquired from the regulated market (Nasdaq Helsinki Ltd) at a price determined by public trading, in the name and on behalf of the Member of the Board of Directors after the Annual General Meeting accepting the proposal.

The amount of the shares to be transferred from the Company’s possession would be calculated by dividing the remuneration determined based on the medium rate of a share during the ten following banking days from the Annual General Meeting accepting the proposal and rounding the amount down to the next whole number.

The Members of the Board shall not dispose such shares during his/her membership or before six months has passed from the expiry of the said membership.

Shall the member of the Board of Directors notify the CFO of the Company within three banking days from the Annual General Meeting, in writing, that he/she shall abstain from accepting the Lehto Group Plc shares, the yearly remuneration shall be paid entirely in cash. The yearly remuneration that would be paid in such case would remain the same as last year:

‒         Chairman of the Board of Directors EUR 55,200

‒         Deputy Chairman and members of the Board of Directors EUR 27,600.

The 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, would remain the same as last year:

‒         Chairman of the Board of Directors EUR 1,500

‒         Deputy Chairman and members of the Board of Directors EUR 750.

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, would remain the same as last year:

‒         Chairman of the committee EUR 600

‒         Members of the committee EUR 400.

Reasonable travel expenses caused by Board meetings or committee meetings are proposed to be paid in accordance with the instructions of the tax authority. The per diem allowances are included in the attendance fee.

 

PROPOSAL FOR THE COMPOSITION OF THE BOARD OF DIRECTORS

Helena Säteri has informed the Shareholder´s Nomination Committee that he will no longer be available to serve on the Board of Directors of Lehto Group Plc after the Annual General Meeting. Säteri has been a Board member of Lehto Group Plc since 2020.

The Shareholders’ Nomination Committee proposes that the number of Board members is four (4).

The Shareholders’ Nomination Committee proposes that, at their consent, the following persons should be re-elected as members: Eero Sihvonen, Anne Korkiakoski, Hannu Lehto and Jani Nokkanen.

Based on past experience, the current business situation at the Company and the anticipated future needs of the Company, the Nomination Committee regards the proposed composition appropriate for the needed diversity in experience and skills to perform the Board’s work effectively.

All other Board member candidates, except Hannu Lehto, are independent of the Company and its significant shareholders.

Further information:

Veli-Pekka Paloranta
Chief Financial Officer
Tel. +358 400 944 074