Notice to General Meeting
Notice is given to the shareholders of
The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at
- Matters on the agenda of the AGM
At the AGM, the following matters will be considered:
- Opening of the meeting
- Calling the meeting to order
- Election of the persons to scrutinize the minutes and to supervise the counting of votes
- Recording the legality of the meeting
- Recording the attendance at the meeting and adoption of the list of votes
- Presentation of the financial statements, the report of the Board of Directors and the auditor's report for the year 2023
- Review by the CEO
- Reviewing the loss of share capital (Chapter 20, Section 23 of the Finnish Limited Liability Companies Act). The Company has announced the loss of share capital in a stock exchange release on
- Adoption of the financial statements
- Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes to the AGM that no dividend is distributed based on the adopted balance sheet for the financial year ended
- Resolution on discharge of the members of the Board of Directors and CEO from liability
- Review of the Remuneration Report of the governing bodies
The Remuneration Report for governing bodies is available on the Company's website lehto.fi/en/agm.
The Board of Directors proposes that the AGM approves the Remuneration Report for the governing bodies. The resolution by the AGM on the approval of the Remuneration Report is advisory.
- Review of the Remuneration Policy of the governing bodies
The Remuneration Policy of the governing bodies to be presented to the AGM is available on the Company's website at lehto.fi/en/agm.
The Board of Directors proposes that the AGM approves the Remuneration Policy of the governing bodies. The resolution by the AGM on the approval of the Remuneration Policy is advisory.
The current Remuneration Policy of the governing bodies was approved by the Annual General Meeting on
- Resolution on the remuneration of the members of the Board of Directors
The Shareholders' Nomination Committee proposes to the AGM, that the members of the Board of Directors shall be paid a yearly remuneration consisting of a cash remuneration and a share remuneration as follows:
- Chair of the Board of Directors: A cash remuneration of
EUR 18,000 and a remuneration of 80,000 shares, and -
Deputy Chair and members of the Board of Directors: A cash remuneration of
EUR 12,000 and a remuneration of 80,000 shares.
The remuneration in shares is proposed to be paid in such a way that the members of the Board of Directors are given either shares that are in the Company's possession or new shares issued by the Company without consideration or alternatively shares will be acquired from the regulated market (
The members of the Board of Directors shall not dispose such shares during their membership or before six months has passed from the expiry of the said membership.
It is proposed to not pay a separate attendance fee to the members of the Board of Directors. The proposed attendance fees for the members of the committees of the Board of Directors are:
- Chair of the committee
EUR 600 per meeting -
Members of the committee
EUR 400 per meeting.
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.
- Resolution on the number of members of the Board of Directors
The Shareholders' Nomination Committee proposes that the Board of Directors shall have four (4) members.
- Election of the members of the Board of Directors
The Shareholders' Nomination Committee proposes, that
Doctor of Science (Tehcnology)
Doctor of Science (Tehcnology)
The new candidates for the Board of Directors are independent of the Company and its significant shareholders.
- Resolution on the remuneration for the auditor
The Board of Directors proposes to the AGM that remuneration for the auditor be paid according to an invoice approved by the Company. The same is proposed to apply to the auditor's fees relating to the assurance of the Company's statutory sustainability report for the financial period 2024.
- Election of the auditor
On the recommendation of the Audit Committee, the Board of Directors proposes to the AGM that audit firm
If the Company shall also prepare its first statutory sustainability report for the financial period 2024, and if
- Amendment of the Articles of Association
Background to the proposal
Lehto has announced on
Energy Construction Business is described in more detail in the stock exchange release published on
Proposal of the Board of Directors
For the transition to the Energy Construction Business, the Board of Directors proposes to the AGM that, the section of the Articles of Association concerning the sector be amended to read as follows:
"3 SECTOR
The company is involved in construction contracting, construction work, construction consulting, property development, property management, property investment, manufacturing of construction materials and prefabricated building elements and operations related to these as well as energy services, energy storage and distribution, energy saving services and ownership and sale of energy production equipment. The company may carry out its business through its operative Group companies. As the Group's parent company,
- Authorizing the Board of Directors to decide on the repurchase of the Company's own shares
The Board of Directors proposes to the AGM that the Board of Directors be authorised to decide on the repurchase of the Company's own shares as one or several instalments using non-restricted shareholders' equity or without consideration, such that the maximum quantity repurchased be 19,556,568 shares. On the date of the notice of meeting, the proposed quantity equals approximately 22 per cent of the total amount of Company's shares. The shares shall be repurchased through public trading organised by
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 repurchase) with weighty financial reasons. Shares may be repurchased to implement arrangements associated with the share based incentive systems, remuneration of the Board of Directors or Company's business operations, or to be otherwise transferred or to be cancelled. The repurchased shares can also be held by the Company itself.
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 against payment reduces the non-restricted shareholders' equity.
The authorisation is proposed to remain valid until the end of the following annual general meeting but in any case, not longer than
- Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares, as well as the transfer of own shares
The Board of Directors proposes that the AGM authorise the Board of Directors to decide on the issue of a maximum of 39,271,653 shares through a share issue or by granting options or other special rights entitling to shares as one or several instalments. On the date of the notice of meeting, the proposed quantity equals approximately 45 per cent of the total amount of Company's shares. The authorisation includes the right to issue either new shares or own shares held by the Company, either against payment or without consideration. New shares can be issued and own shares held by the Company transferred in deviation from the shareholders' pre-emptive subscription right (directed issue) 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.
The authorisation may be used, inter alia, to execute Company's share-based incentive systems, to pay the remuneration of the Board of Directors, to strengthen the capital structure, to implement financing arrangements, to expand the ownership base, to use as consideration in transactions or other arrangements associated with the Company's business operations, or when the Company purchases assets associated with its operations.
The authorisation is proposed to be valid until the end of the following annual general meeting but in any case, no later than
- Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares for the conversion of the Company's
EUR 15 million convertible bond into shares with converted conversion ratio
The Board of Directors proposes that the AGM authorise the Board of Directors to decide on the issuance of a maximum of 75,000,000 shares through a share issue or by granting options or other special rights entitling to shares in one or several instalments. On the date of the notice of meeting, the proposed quantity equals approximately 86 per cent of the total amount of Company's shares.
The authorisation entitles the Board of Directors to decide on the issuance of shares as well as special rights entitling to shares in different proportions than the proportion to the shares owned by the shareholders (directed issue). The authorisation includes the right to issue either new shares or own shares held by the Company, either against payment or without consideration. The Board of Directors is authorised to decide on all other conditions and circumstances pertaining to the share issue and to the granting of special rights entitling to shares.
The authorisation may be used to amend the terms of the Company's
The authorisation is proposed to be valid until the end of the following annual general meeting but in any case, no later than
- Closing of the meeting
- Documents of the AGM
This notice of the AGM, including all the proposals for the decisions on the matters on the agenda of the AGM, is available on Company's website at lehto.fi/en/agm.
The financial statements, the report of the Board of Directors and auditors' report as well as the remuneration report and the remuneration policy of
The minutes of the AGM will be available on the above-mentioned website as from
- Instructions for the participants in the AGM
1. Shareholders registered in the shareholders' register
Each shareholder, who is registered on the record date of the AGM, on
The registration period for the AGM commences on
A shareholder, who is registered in the Company's shareholders' register and who wants to participate in the AGM, must register for the AGM by giving a prior notice of participation, which has to be received by the Company no later than
Such notice of registration can be given:
a) on the Company's website: lehto.fi/en/agm.
Registration by natural persons requires strong electronic authentication. A natural person logging in the service via the Company's website will be directed to an electronic authentication page. Thereafter, the shareholder can register for the AGM and authorize a proxy representative. Strong electronic authentication takes place with personal online banking credentials or a mobile certificate.
Shareholders that are legal entities are required to provide the number of their Finnish book-entry account, their Business ID and other required information to register electronically.
For shareholders that are legal entities, no strong electronic authentication is required to register electronically. However, if a legal entity uses the electronic Suomi.fi authorisation service as further described below in section C.3, strong electronic authentication of the authorized individual is required either with personal online banking credentials or a mobile certificate; or
b) by email to agm@lehto.fi.
When registering, shareholders shall provide requested information, such as their name, date of birth/personal identification number or Business ID, address, telephone number, e-mail address and the name of any assistant or proxy representative and the date of birth/personal identification number of any proxy representative.
Shareholders or their authorised representatives or proxy representatives shall at the meeting venue, if required, be able to prove their identity and/or right of representation.
The personal data provided to
2. Holders of nominee registered shares
Holders of nominee-registered shares have the right to participate in the AGM by virtue of such shares, based on which they on the record date of the AGM, on
Holders of nominee-registered shares are advised to request without delay necessary instructions from their custodian bank regarding the temporary registration in the shareholder's register of the Company, the issuing of proxy authorization documents and voting instructions, as well as registration for the AGM.
The account operator of the custodian bank shall register a holder of nominee-registered shares, who wants to participate in the AGM, temporarily into the shareholders' register of the Company at the latest by the time stated above.
For the sake of clarity, it is noted that holders of nominee-registered shares cannot register for the AGM on the Company's website, but they must be registered by their custodian banks instead.
3. Proxy representatives and powers of attorney
Shareholders may participate in the AGM and exercise their rights at the AGM by way of proxy representation. Proxy representatives shall produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the AGM.
If a shareholder participates in the AGM by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares in respect of which each proxy representative represents the shareholder shall be identified in connection with the registration for the AGM.
The template for proxy is available on the Company's website at lehto.fi/en/agm.
Any proxy documents should be delivered by e-mail to agm@lehto.fi or by regular mail to
Shareholders that are legal entities may also, as an alternative to traditional proxy authorization documents, use the electronic Suomi.fi authorization service for authorizing their proxy representatives. The representative is mandated in the Suomi.fi service at www.suomi.fi/e-authorizations (using the authorization topic "Representation at the General Meeting"). When registering for the AGM in
4. Other instructions/information
The meeting language is Finnish.
Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is present at the AGM has the right to request information with respect to the matters to be considered at the AGM.
The information on the AGM provided for in the Companies Act and the Securities Markets Act is available on the Company's website at lehto.fi/en/agm.
On the date of this notice of the AGM the total number of outstanding shares in
Changes in shareholding after the record date do not affect the right to participate in the AGM or the number of voting rights held in the AGM.
In Kempele,
BOARD OF DIRECTORS
Additional information:
CFO
veli-pekka.paloranta@lehto.fi
+358 40 094 4074
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