Lehto Oyj : Annual General Meeting Minutes 2021

LEHTO GROUP OYJ (business ID 2235443-2)

Minutes 1/2021

UNOFFICIAL ENGLISH TRANSLATION OF THE FINNISH ORIGINAL

ANNUAL GENERAL MEETING OF LEHTO GROUP PLC

Time:	28 May 2021 at 1.00 pm
Place:	Lehto Group Plc's headquarters, conference room Lehto (Voimatie 6 B, Kempele)
Present:	The Board of Directors has decided in accordance with temporary legislative act to
	limit the spread of the Covid-19 677/2020 ("Temporary Act") that the shareholders
	can only participate in the Annual General Meeting by voting in advance and/or
	attending via proxy.
	The shareholders listed in the List of Votes were represented at the Annual General
	Meeting.
	In addition, the Chairman of the Meeting, the Chairman of the Board, the Chief
	Executive Officer for year 2020, the Chief Financial Officer, Legal Counsel, the
	Auditor with principal responsibility, and meeting assistants were present at the
	Meeting. Members of the Board of Directors (apart from the Chairman of the
	Board), newly appointed Chief Executive Officer, and the candidate for the Board
	of Directors, were present at the Meeting via remote access.

1. OPENING OF THE MEETING
   The Chairman of the Board of Directors Seppo Laine opened the Meeting and presented a brief review on Company's and the Board of Directors' actions.
2. CALLING THE MEETING TO ORDER
   Attorney with court training Kirsi Putkonen was elected as the Chairman of the Meeting in accordance with the notice of the Annual General Meeting. The Chairman of the Meeting called Juho Tuomi, L.L.M with court training as the secretary.
   The Chairman explained the procedures for handling the matters on the Agenda of the Meeting. It was noted that the Meeting will be held in Finnish.
   The Board of Directors' and the Shareholders' Nomination Board's proposals to the
   Annual General Meeting were included in the Notice of the Annual General Meeting which was published on Lehto Group's website on 6 May 2021. It was noted that no counterproposals were received by 10 May 2021. It was noted that the Company did not receive any preliminary questions from the shareholders by 18 May 2021.
   A shareholder could have only attended the Annual General Meeting by voting in advance and, therefore, the voting for all resolution items on the agenda has been carried out. It was possible to oppose the proposed resolution in every item

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without a counterproposal in accordance with the Temporary Act. The summary of the List of Votes and results of preliminary voting by 21 May 2021 were attached as an Appendix to the minutes.

In order to secure shareholder's possibility to influence, the shareholders have had the opportunity to utilise the costless proxy representative service provided by Lehto Group and to authorise attorney Kaija Pulkkinen from Eversheds Attorneys Ltd to represent a shareholder and to vote on behalf of the shareholder in accordance with the voting instructions given by the shareholder. It was noted that no proxies were given.

Some of the shareholders who own nominee registered shares have delivered voting instructions to Lehto Group to be considered in the preliminary voting.

Shareholders could have decided not to provide a voting instruction and, therefore, the shareholder is considered not to be represented in the Annual General Meeting at the item of the agenda. Because of the afore-mentioned procedure, the number of represented shareholders and shares may not have been the same in all items of the agenda.

1. ELECTION OF THE PERSONS TO EXAMINE THE MINUTES AND TO SUPERVISE THE COUNTING OF VOTES
   The Company's Legal Counsel Juho Tuomi, L.L.M with court training was elected as Examiner of the Minutes and Supervisor of the Counting of the Votes.
2. RECORDING THE LEGALITY OF THE MEETING
   It was noted that in accordance with the Board of Directors' decision on 5 May 2021 the Notice to the Meeting had been published as a stock exchange release on 6 May 2021. The Notice to the Meeting had been also published on the Company's website 6 May 2021. The items on the agenda were listed in the Notice to the Meeting in accordance with the Limited Liability Companies Act and the Articles of Association.
   It was recorded that the meeting documents had been available for shareholders on the company's website no later than 11 March 2021 and copies of the documents had been sent to shareholders upon request in accordance with the Chapter 5, Section 21 and Chapter 5, Section 22 of the Limited Liability Companies Act.
   It was noted that the Meeting had been duly convened in accordance with the provisions of the Limited Liability Companies Act, the Temporary Act, and the Articles of Association.
   The Notice to the Annual General Meeting was attached as Appendix 1.

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1. RECORDING THE ATTENDANCE AT THE MEETING AND ADAPTION OF THE LIST OF VOTES
   The list of shareholders who had voted in preliminary voting during the time period of preliminary voting and shareholders who have the right to attend the Annual General Meeting in accordance with Chapter 5, Section 6 and 6 a was presented at the Meeting.
   It was noted that according to the List of Votes prepared at the beginning of the Meeting, there were 20 shareholders present representing 40 006 032 shares and votes, presenting 45,80525 % of all the outstanding shares and votes in the Company.
   The attendance, the List of Votes, and the Power of Attorneys, were attached as Appendix 2 to the Minutes.
2. PRESENTATION OF THE FINANCIAL STATEMENTS OF 2020, INCLUDING THE CONSOLIDATED FINANCIAL STATEMENTS, THE REPORT BY THE
   BOARD OF DIRECTORS, AND THE AUDITOR'S REPORT
   It was noted that the annual report of the company, including annual review, the corporate responsibility report, the report by the Board of Directors, financial statement, and the corporate governance statement had been made available on the Company's website as of 11 March 2021. The Remuneration Report 2020 of the Company had been updated at the same time. The publication of the annual report had been published as stock exchange release on 11 March 2021.
   The Chief Executive Officer for year 2020 Hannu Lehto held a review on the activities of the company and the presentation was taken on as Appendix 2. The newly appointed Chief Executive Officer Juuso Hietanen held his presentation.
   The Chief Financial Officer Veli-Pekka Paloranta presented the financial statement in more detail.
   The Auditor with the principal responsibility, Certified Public Accountant Pekka Alatalo, presented the Auditor's report and read its statement.
   The annual report was taken as Appendix 4 to the Minutes.
3. ADOPTION OF THE FINANCIAL STATEMENTS
   It was noted that the Auditor had given an unqualified opinion.
   It was noted that 40 006 032 shares and votes, presenting 45,80525 % of all the shares and votes in the Company, participated in voting. A total of 40 006 032 votes presenting 100 % of the given votes voted for option A "Adoption of the

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Annual Accounts". It was noted that none votes were against or abstain from voting the adoption of the annual accounts.

It was resolved to adopt the financial statements and the consolidated financial statements of the company for the financial year 1 January - 31 December 2020.

1. RESOLUTION ON THE USE OF THE PROFIT SHOWN ON THE BALANCE SHEET AND THE PAYMENT OF DIVIDEND
   It was noted that according to the balance sheet of the parent company as per 31 December 2020 the free distributable equity of the parent company is EUR 86.564.458,70 of which the loss for the financial year 2020 is EUR 1.964.562,84.
   The Board of Directors proposes to the Annual General Meeting that dividend shall not paid based on the adopted balance sheet for the financial year ending 31 December 2020.
   It was noted that 40 006 032 shares and votes, presenting 45,80525 % of all the shares and votes in the Company, participated in voting. A total of 39 942 526 votes presenting 99,84 % of the given votes voted for option A i.e not to pay dividend. The number of shares that casted no votes, i.e abstained, was 63 506.
   It was resolved, in accordance with the proposal by the Board of the Directors, not to pay dividend.
2. RESOLUTION ON DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE CHIEF EXECUTIVE OFFICER FROM LIABILITY
   It was noted that the resolution on discharging from liability for the financial year
   2020 concerns the following persons:
   Seppo Laine, Member of the Board of Directors 1 January - 14 April 2020, Chairman of the Board of Directors, 14 April - 31 December 2020
   Anne Korkiakoski, Member of the Board of Directors, 1 January - 31 December 2020
   Mikko Räsänen, Member of the Board of Directors, 1 January - 31 December 2020 Raimo Lehtiö, Member of the Board of Directors, 14 April - 31 December 2020 Helena Säteri, Member of the Board of Directors, 14 April - 31 December 2020 Martti Karppinen, Chairman of the Board of Directors 1 January - 14 April 2020 Pertti Korhonen, Member of the Board of Directors, 1 January - 14 April 2020

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Hannu Lehto, Chief Executive Officer, 1 January - 31 December 2020

It was noted that the persons who acted as Members of the Board of Directors or as the Chief Executive Officer did not participate in voting.

It was noted that 6 091 914 shares and votes, presenting 6,97416 % of all the shares and votes in the Company, participated in voting. A total of 6 091 194 votes presenting 100 % of the given votes voted for option A, i.e discharging from liability. It was noted that none votes were against discharging from liability. The number of shares that casted no votes, i.e abstained, was 78.

It was resolved to discharge the Chairman of the Board of Directors, the Members of the Board of Directors, and the Chief Executive Officer from liability for the financial year 1 January 2020 - 31 December 2020.

1. HANDLING OF THE REMUNERATION REPORT FOR GOVERNING BODIES
   It was noted that the Board of Directors had proposed that the Annual General Meeting shall adopt the Remuneration Report. Furthermore, it was noted that the proposal to adopt Remuneration Report was advisory.
   It was noted that the Company's proposal for the Remuneration Report had been published as a stock exchange release on 11 March 2021. In addition, it was noted that the Remuneration Report has been available in the Company's website on 11 March 2021.
   The Chairman of the Board of Directors Seppo Laine presented the Remuneration Report.
   It was noted that 39 942 448 shares and votes, presenting 45,73245 % of all the shares and votes in the Company, participated in voting. A total of 39 942 448 votes presenting 100 % of the given votes voted for option A, i.e adapting the Remuneration Report. It was noted that none votes were against adapting the Remuneration Report. The number of shares that casted no votes, i.e abstained, was 63 584.
   It was resolved to adopt the Remuneration Report in accordance with the proposal. The decision was advisory.
   The Remuneration Report was taken as Appendix 5 to the Minutes.
2. REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS
   It was resolved, in accordance with the proposal by the Shareholders' Nomination
   Committee, that the remuneration of the Members of the Board of Directors shall be made in the Company's shares and in cash.

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