Annual General Meeting 2022

The Annual General Meeting was held on 28 April 2022

In order to prevent the spread of the COVID-19 pandemic, the meeting was organized so that the shareholders were not allowed to be present at the meeting venue. Shareholders could not participate in the meeting through real-time telecommunications or technical means either. Shareholders were able to participate in the meeting and use their shareholder rights only by voting in advance in accordance with the instructions below.

CEO Mika Pirneskoski’s review

Lamor Corporation Plc resolutions of the Annual General Meeting and the Organisational Meeting of the Board of Directors

Adoption of the financial statements

The Annual General Meeting adopted the Company’s 2021 financial statements.

Resolution on the use of the loss shown on the balance sheet

The Annual General Meeting resolved to transfer the loss for the financial year to the profit and loss account of previous years and resolved not to distribute dividend in accordance with the Board of Directors’ proposal.

Discharge from liability

The Annual General Meeting discharged the Board members and the Managing Director from liability for the financial year 2021.

Remuneration Policy for Governing Bodies

The Annual General Meeting approved the Remuneration Policy for Governing Bodies. The resolution concerning the Remuneration Policy is advisory in nature.

Remuneration Report for Governing Bodies

The Annual General Meeting approved the Remuneration Report for Governing Bodies for 2021. The resolution concerning the Remuneration Report is advisory in nature.

The Composition and Remuneration of the Board of Directors

The Annual General Meeting confirmed that, in accordance with the Shareholders’ proposal made to the Annual General Meeting, the number of members of the Board of Directors shall be five (5) and resolved on the re-election of Nina Ehrnrooth, Fred Larsen, Kaisa Lipponen and Timo Rantanen as members of the Board of Directors and the election of Mika Ståhlberg as a new member of the Board of Directors. The term of the members of the Board of Directors ends at the close of the next Annual General Meeting.

The Annual General Meeting resolved that the remuneration payable to the members of the Board of Directors shall be EUR 20,000 annually for each member of the Board, except for the Chairman of the Board, who shall be paid EUR 50,000 annually, and the possible Vice Chairman of the Board, who shall be paid EUR 45,000 annually. In addition, the Chairman of the Audit Committee shall be paid a fixed annual remuneration of EUR 10,000 and each member of the Audit Committee EUR 5,000. In case the Chairman of the Audit Committee acts as the Chairman or as the Vice Chairman of the Board of Directors, no remuneration related to the committee work shall be paid. The Chairman of the Remuneration Committee shall be paid a fixed annual remuneration of EUR 5,000 and each member of the Remuneration Committee EUR 2,500, subject to the Board of Directors’ resolution on the establishment of the Remuneration Committee. In case the Chairman of the Remuneration Committee acts as the Chairman or as the Vice Chairman of the Board of Directors, no remuneration related to the committee work shall be paid.

In addition, the meeting fees payable to all the other members of the Board of Directors, except for the Chairman of the Board, shall be EUR 1,000 per each meeting. When a member participates in a meeting via remote connection, the meeting fee shall be EUR 750. Travel expenses will be reimbursed in accordance with the Company’s travel policy and the official decision of the Finnish Tax Administration on tax-exempt allowances.

The proposals for the Annual General Meeting on the Composition and Remuneration of the Board of Directors were made by the Shareholders of the Company, who control over 45 per cent of the shares and over 45 per cent of the votes of the Company.

Auditor

The Annual General Meeting re-elected the firm of authorised public accountants Ernst & Young Oy as the Company’s Auditor to serve for a term ending at the close of the next Annual General Meeting, with APA Juha Hilmola continuing as the auditor with principal responsibility. The Annual General Meeting resolved that the Auditor shall be paid reasonable remuneration in accordance with the invoice approved by the Company.

Authorisation on the issuance of shares

The Annual General Meeting resolved to authorise the Board of Directors to decide on the issuance of new shares or treasury shares. Under the authorisation, a maximum of 2,750,000 shares, which corresponds to approximately 10 per cent of all of the shares at the time of the proposal, may be issued. The shares may be issued in one or more tranches.

Under the authorisation, the Board of Directors may resolve upon issuing new shares to the Company itself. However, the Company, together with its subsidiaries, may not at any time hold more than 10 per cent of all its shares. The Board of Directors is authorised to resolve on all terms of the share issue. The Board of Directors is authorised to resolve on a directed share issue in deviation from the shareholders’ pre-emptive rights, provided that there is a weighty financial reason for the Company to do so.

The proposed authorisation does not invalidate any earlier authorisations entitling the Board of Directors to decide on share issues or issues of special rights entitling to shares. The authorisation is valid until the close of next Annual General Meeting, however no longer than until 30 June 2023.

Authorisation on the issuance of shares as well as the issuance of options and other special rights entitling to shares

The Annual General Meeting resolved to authorise the Board of Directors to decide on the issuance of shares as well as the issuance of option rights and other special rights entitling to shares pursuant to Chapter 10 of the Companies Act in such a way that the shares to be issued either directly or on the basis of option rights and other special rights under the authorisation shall not exceed 550,000 shares in aggregate, which would correspond to approximately two (2) per cent of all the Company’s shares at the time of the proposal. The shares, option rights and other special rights entitling to shares may be issued in one or more tranches. The authorisation can be used to issue shares, option rights and other special rights as part of the management and employee incentive schemes of the Company.

The Board of Directors is authorised to resolve on all terms for the issuance of the shares, option rights and special rights entitling to shares. The Board of Directors is authorised to resolve on a directed issue of the shares, option rights and special rights entitling to shares in deviation from the shareholders’ pre-emptive right, provided that there is a weighty financial reason for the Company to do so.

The proposed authorisation does not invalidate any earlier authorisations entitling the Board of Directors to decide on issues of shares, option rights or of special rights entitling to shares. The authorisation is valid until the close of next Annual General Meeting, however no longer than until 30 June 2023.

Authorisation on the acquisition of the Company’s own shares

The Annual General Meeting resolved to authorise the Board of Directors to decide on the acquisition of the Company’s own shares in such a way that the number of own shares to be repurchased shall not exceed 2,750,000 shares. However, the Company together with its subsidiaries cannot at any moment own and/or hold as pledge more than 10 per cent of all the shares in the Company. Only the unrestricted equity of the Company can be used to repurchase own shares on the basis of the authorisation. Own shares can be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market.

The Board of Directors decides how own shares will be repurchased and accepted as pledge. Own shares can be repurchased using, inter alia, derivatives. Own shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase). The shares may be repurchased in one or more tranches.

Own shares can be repurchased, inter alia, to limit the dilutive effects of share issues carried out in connection with possible acquisitions, to develop the Company’s capital structure, to be transferred in connection with possible acquisitions, to be used in incentive schemes or to be cancelled, provided that the repurchase is in the interest of the Company and its shareholders.

The authorisation is valid until the close of the next Annual General Meeting, however no longer than until 30 June 2023.

Establishing of a Shareholders’ Nomination Board

The Annual General Meeting resolved to establish a permanent Shareholders’ Nomination Board and to approve the Charter of the Shareholders’ Nomination Board attached to the notice to convene the General Meeting of Shareholders. The Nomination Board consists of in principle four (4) members, of whom the Company’s three (3) largest shareholders are each entitled to nominate one member. The Nomination Board also includes the Chairman of the Board of Directors as a member. The members of the Nomination Board are appointed annually and the term of office of the members ends when the composition of the Nomination Board for the following period has been determined.

The duties of the Nomination Board include the annual preparing and presenting for the Annual General Meeting, and when necessary to the Extraordinary General Meeting, proposals on the remuneration, number of the members and the members of the Board of Directors. Further, the duties would include searching possible candidates for new members of the Board of Directors.

General Meeting minutes

The minutes of the Annual General Meeting will be made available on the Company’s website at investors.lamor.com/governance/general-meeting/annual-general-meeting-2022 by 12 May 2022 at the latest.

The minutes of the Annual General Meeting

Lamor Corporation Plc Resolutions of the Organisational Meeting of the Board of Directors

Organisation of the Board of Directors

Lamor Corporation Plc new Board of Directors convened on 28 April 2022, after the Annual General Meeting.

The Board of Directors appointed from among its members Mika Ståhlberg as the Chairman and Fred Larsen as the Vice Chairman. The other members of the Board of Directors are Nina Ehrnrooth, Kaisa Lipponen, and Timo Rantanen.

Pursuant to the Board of Directors’ assessment all members of the Board of Directors are independent of the Company and its significant shareholders, with the exception of Timo Rantanen, who is assessed not to be independent of the Company and Fred Larsen, who is assessed not to be independent of the Company and of the Company’s significant shareholder Larsen Family Corporation Oy.

Establishment of the Remuneration Committee

In its organisational meeting, the Board of Directors resolved to establish a remuneration committee and defined its duties and operating principles in the written Charter adopted for the Committee in this meeting. The duties of the Remuneration Committee will include preparing remuneration matters to be considered by the Board relating to the appointment and remuneration of the CEO and other key individuals at Lamor as well as Lamor’s general remuneration principles and incentive schemes. The role of the Remuneration Committee is to assist the Board of Directors, and it does not have independent decision-making power.

Composition of the Committees

The Board appointed the committee members as follows:

Audit Committee: Chairman Timo Rantanen, Kaisa Lipponen, Mika Ståhlberg

Remuneration Committee: Chairman Timo Rantanen, Nina Ehrnrooth, Kaisa Lipponen

In connection with its organisational meeting, the Board and the main owner thanked Esa Ikäheimonen for his significant contribution to Lamor.

“Esa Ikäheimonen joined Lamor’s operations at a time when Lamor was seeking strong growth and taking its first steps in the financial markets. During Esa’s chairmanship, Lamor has renewed its strategy, more than doubled its order backlog, and has been listed on the Nasdaq First North Premier, so the goals set in connection with Esa’s accession have been achieved. Lamor and the major shareholders would like to thank Esa for his excellent contribution over the past four years and wish him success in his future role”, says Fred Larsen, Chairman of the Board of Larsen Family Corporation, Lamor’s largest shareholder, and a member of Lamor’s Board of Directors.

Other information

A shareholder may present questions referred to in Chapter 5, Section 25 of the Companies Act with respect to the matters to be considered at the Annual General Meeting by 12 April 2022 at 4:00 p.m. (Eastern European Summer Time) at the online registration service or by email to agm@lamor.com.

Lamor did not receive any questions.

Documents

The minutes of the Annual General Meeting

Notice to convene Lamor Corporation Plc’s Annual General Meeting of Shareholders

The Annual Report 2021

The Remuneration Policy of The Governing Bodies

The Remuneration Report of The Governing Bodies 2021

CV of proposed new board member (Mika Ståhlberg)

The Charter of the Shareholders’ Nomination Committee

Advance voting form

Power of attorney and voting instructions

Privacy notice regarding advance voting