The Annual General Meeting of Lehto Group Plc took place on 22 May 2025 in Vantaa, at meeting room Teide of Technopolis Aviapolis in the address Teknobulevardi 3-5 F, 01530 Vantaa, Finland. The Annual General Meeting adopted the financial statements for 2024 and discharged the Members of the Board of Directors and the CEO from liability.

The use of profit shown on the balance sheet and payment of dividend

The Annual General Meeting resolved, in accordance with the proposal of the Board of Directors, that no dividend is distributed based on the adopted balance sheet for the financial year ended 31 December 2024.

Review of the Remuneration Report

The Annual General Meeting resolved to approve the Remuneration Report 2024 in accordance with the proposal of the Board of Directors. The resolution was advisory.

Election and remuneration of the Members of the Board of Directors

It was resolved that the Board of Directors shall consist of three members.

The Annual General Meeting resolved, in accordance with the proposal of the Shareholders' Nomination Committee, that the following individuals be elected as Members of the Board of Directors: Hannu Lehto, Tarja Teppo and Timo Okkonen. The term of the Board members will expire at the end of the Annual General Meeting 2026.

The Annual General Meeting resolved 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 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 (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 shall not dispose such shares during their membership or before six months has passed from the expiry of the said membership.

The Annual General Meeting resolved not to pay a separate attendance fee to the members of the Board of Directors. However, the attendance fee for the members of potential Committees of the Board of Directors is EUR 600 per meeting for the Committee Chair and EUR 400 per meeting for the Committee members.

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

Election and remuneration of the auditor

The audit firm KPMG Oy Ab was re-elected as the auditor. KPMG Oy Ab has informed the company that Authorised Public Accountant, Pekka Alatalo, acts as the responsible auditor.

It was resolved that the remuneration of the auditor will be paid according to invoice approved by the company.

Authorisation of the Board of Directors to decide on the purchase of the company's own shares

The Annual General Meeting authorised the Board of Directors to decide on the purchase 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 16,200,000 shares. The quantity equals approximately 10 per cent of the total amount of company's shares. The shares shall be purchased through public trading organised by Nasdaq Helsinki Ltd in accordance with its rules or using another method. If shares are not repurchased without consideration, 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 against payment reduces the non-restricted shareholders' equity. The authorisation remains valid until the end of the following annual general meeting but in any case, not longer than 30 June 2026 and replaces the company's previous authorisation to repurchase own shares granted by the Annual General Meeting on 19 June 2024.

Authorising the Board of Directors to decide on the issuance of shares as well as issuance of options and other special rights entitling to shares as well as the transfer of own shares

The Annual General Meeting decided to 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. The 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 remains valid until the end of the following Annual General Meeting but in any case, no later than 30 June 2026 and it replaces previous share issue and option authorisations granted by the Annual General Meeting on 19 June 2024.

Minutes of the meeting

The minutes of the meeting shall be made available on the Lehto Group Plc's internet site lehto.fi/en/agm as from 5 June 2025 at the latest.

The resolutions of the organizing meeting of the Board of Directors

In its organizing meeting held after the Annual General Meeting, the Board of Directors of Lehto Group Plc elected Timo Okkonen as its Chair.

Based on the Board of Directors' independence evaluation, all members of the Board of Directors, apart from Hannu Lehto, are independent of the company as well as company's significant shareholders.

LEHTO GROUP PLC

BOARD OF DIRECTORS

Additional information

Veli-Pekka Paloranta, CFO

veli-pekka.paloranta@lehto.fi

+358 400 944 074