Lehto Oyj: Proposals of the Board of Directors to the Annual General Meeting
BOARD OF DIRECTORS PROPOSALS TO THE GENERAL ASSEMBLY
APPROVAL OF THE ANNUAL ACCOUNTS
The board of directors proposes to the general meeting that the annual accounts and the consolidated accounts of the company for the financial year to 1 January – December 31, 2021 is adopted. The company’s accountant found no reason why the financial statements should not be adopted.
RESOLUTION RELATING TO THE USE OF BALANCE SHEET PROFIT AND DIVIDEND PAYMENT
According to the Company’s balance sheet as of December 31, 2021, the free distributable capital of the parent company amounts to EUR 67,249,763.65, of which the result for the 2021 financial year is EUR -19,314,695.05. The Board of Directors proposes to the General Meeting not to pay any dividend on the basis of the balance sheet adopted for the financial year ended December 31, 2021.
ADOPTION OF THE COMPENSATION REPORT OF THE GOVERNANCE BODIES
The Board of Directors proposes to the General Meeting to adopt, by way of deliberation, the Remuneration Report of the corporate bodies.
Since shareholders can only participate in the General Meeting by voting in advance, the Remuneration Report to the corporate bodies of the Company for the financial year from January 1 toDecember 31, 2021, which is the subject of a stock exchange press release and is also available on the Company’s website at www.lehto.fi/en/investorsin week 10 of 2022 will be deemed to have been presented to the General Assembly.
RESOLUTION ON THE COMPENSATION OF THE STATUTORY AUDITOR
The board of directors proposes that the auditor’s fees be paid on the basis of an invoice approved by the Company. In 2021, the auditor received around EUR 211,000 for the services rendered. In addition, the audit firm received 9,000 euros for services other than the audit.
ELECTION OF AN AUDITOR
The Board of Directors proposes that the audit firm KPMG Oy Ab be re-elected as auditor. KPMG Oy Ab has informed the company that CA Pekka Alatalo will act as auditor. The proposed auditor has agreed to be elected.
BOARD OF DIRECTORS PROPOSALS TO THE GENERAL ASSEMBLYAUTHORIZATION TO THE BOARD OF DIRECTORS TO RESOLVEBUY THE COMPANY’S OWN SHARES
The board of directors proposes to the annual general meeting to authorize the board of directors to decide onpurchase of the Company’s own shares on one or more occasions using assets belonging to the shareholder’s bonus, so that the maximum quantity purchased is 8,733,000 shares. On the date of the summons, the quantity proposed is equivalent to approximately ten (10) percent of the total amount of Company shares. The shares will be purchased through a public trading organized by Nasdaq Helsinki Ltd in in accordance with its rules or using another method. The consideration paid for shares purchased should be based on the market price at the time of purchase.
The authorization also gives the Board of Directors the right to decide on the purchase of shares in proportions different from the proportion of shares held by the shareholders (directed purchase) with weighting financial reasons. Shares may be purchased to implement agreements related to the Company’s business activities, to execute Company shares– incentive systems, or otherwise to transfer or invalidate. The shares purchased may also be retained by the Company.
The Board of Directors is authorized to rule on all other conditions and circumstances relating to the purchase of own shares. Purchasing treasury shares reduces shareholders’ surplus.
It is proposed that the authorization remain valid until the end of the next annual general meeting, but in no case beyond June 30, 2023. This authorization will replace the Company’s previous authorizations concerning the buyback of its own shares.
AUTHORIZATION TO BE GIVEN TO THE BOARD OF DIRECTORS TO RESOLVE THE ISSUE OF SHARES, OPTIONS AND OTHER SPECIAL RIGHTS GIVING RIGHTS TO SHARES, AS WELL AS THE TRANSFER OF OWN SHARES
The Board of Directors proposes to the Ordinary General Meeting to authorize the Board of Directors to decide to issue a maximum number of 40,000,000 shares by issuing shares or by allocating option rights or other special rights giving the right to shares on one or more occasions. On the date of the notice of meeting, the quantity proposed is equivalent to approximately forty-six (46) percent of the total amount of Ccompany shares. The authorization includes the right to issue either new shares or own shares held by the Company, free of charge or against payment. By derogation to the Privilege of the shareholders of the company, the new shares can be directly issued, and the treasury shares held by the Company directly transferred, if there is a serious financial reason for the Company to do so and, in the event of an issue without consideration, a particularly serious reason both for the Company and for the interests of all shareholders of the Company. The Board of Directors is authorized to decide on all other conditions and circumstances relating to the issue of shares, the allocation of specific rights giving access to shares and the transfer of shares.
Among other things, the authorization can be used to execute an equity-linked financing agreement issued on April 11, 2022, to develop the capital structure, to pay board compensation, to expand the ownership base , to use as consideration in transactions, when the company buys assets related to its activity, or to set up incentive systems.
It is proposed that the authorization be valid until the end of the next annual general meeting but in any case, no later than June 30, 2023. The authorization will replace the previous capital increase of the Company and option permissions.