Notice to the Annual General Meeting 2026 of Lehto Group Plc, 2 April 2026 at 18:35 (Finnish time)
Notice is given to the shareholders of Lehto Group Plc (the “Company” or “Lehto”) to the Annual General Meeting (the “AGM”) to be held on 27 April 2026 at 1 p.m. Finnish time in Vantaa, at the meeting room Teide of Technopolis Aviapolis. The address of the meeting place is Teknobulevardi 3-5, 01530 Vantaa, Finland.
The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 12.30 p.m. Finnish time at the venue.
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 year 2025
- Review by the CEO
- Lehto Group Plc’s financial statements, the report of the Board of Directors and the auditor’s report are available on the Company’s website at lehto.fi/en/agm.
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 31 December 2025.
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 at 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 in nature.
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 would be given either shares that are in the Company’s possession or new shares issued by the Company without consideration or alternatively shares will would 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.
The members of the Board of Directors should 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 any members of potential 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 three (3) members.
Election of the members of the Board of Directors
The Shareholders’ Nomination Committee proposes, that Hannu Lehto, Timo Okkonen and Tarja Teppo, at their consent, shall be re-elected as members of the Board of Directors.
Of the board member candidates, Timo Okkonen and Tarja Teppo are independent of the Company and its major shareholders, and Hannu Lehto is non-independent of the Company as well as its major shareholder.
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.
Election of the auditor
The Board of Directors proposes to the AGM that audit firm Moore Idman Oy would be elected as the auditor. Moore Idman Oy has notified the Company that in the event it will be elected as auditor, Authorised Public Accountant, KHT, Jussi Savio, will act as the responsible auditor. The proposed auditor has given his consent to be elected.
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, such that the maximum quantity repurchased be 16,200,000 shares. On the date of the notice of meeting, the proposed quantity equals approximately 10 per cent of the total amount of Company’s shares. The shares shall be repurchased through public trading organised by Nasdaq Helsinki Ltd in accordance with its rules or using another method. The consideration paid for the shares shall be based on the market price at the time of repurchase.
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 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 30 June 2027. The proposed authorisation shall replace the Company’s previous authorisation to repurchase own shares granted by the AGM on 22 May 2025.
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 16,200,000 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 10 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 expand the ownership base, to use as consideration in transactions, 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 30 June 2027. The authorisation shall replace previous share issue and option authorisations granted by the AGM on 22 May 2025.
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 Lehto Group Oyj are available on the above-mentioned website. The above-mentioned documents will also be available at the AGM.
The minutes of the AGM will be available on the above-mentioned website as from 11 May 2026 at the latest.
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 15 April 2026, in the shareholders’ register of the Company maintained by Euroclear Finland Oy, has the right to participate in the AGM. Shareholders, whose shares are registered on their personal Finnish book-entry account or equity savings account, are registered in the shareholders’ register of the Company.
The registration period for the AGM commences on 2 April 2026 at 7 p.m. Finnish time.
A shareholder, who is registered in the Company´s shareholders’ register and who wants to participate in the AGM is kindly requested to register for the AGM by giving a prior notice of participation no later than 22 April 2026 by 4 p.m. Finnish time.
Such notice of registration can be given 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 Lehto Group Oyj will be used only in connection with the AGM and with the processing of the related registrations. The privacy policy for the Company’s AGM is available at lehto.fi/en/agm.
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 15 April 2026, would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Oy. The right to participate in the AGM requires, in addition, that the shareholder on the basis of such shares has been temporarily registered in the shareholders’ register held by Euroclear Finland Oy no later than on 22 April 2026 by 10 a.m. Finnish time. As regards nominee-registered shares this constitutes due registration for the AGM.
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 are requested to be delivered by e-mail to agm@lehto.fi or by regular mail to Lehto Group Oyj /AGM, Rytiniementie 2 B, 91910 Tupos, Finland by 22 April 2026. The original proxy document should be presented to the Company on request. In addition to the delivery of proxy documents the shareholder or their proxy shall register for the AGM as described above in this notice.
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 Euroclear Finland Oy’s general meeting service, authorized representatives shall identify themselves with strong electronic authentication, after which the electronic mandate is automatically verified. The strong electronic authentication takes place with personal online banking credentials or a mobile certificate. For more information on the electronic authorization, please see www.suomi.fi/e-authorizations.
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 Lehto Group Plc is 162,339,410 representing the same number of votes. The Company does not hold own shares.
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, 2 April 2026
LEHTO GROUP PLC
BOARD OF DIRECTORS
Additional information:
Veli-Pekka Paloranta
CFO
Lehto Group Plc
+358 400 944 074
veli-pekka.paloranta@lehto.fi
