Lehto Group Oyj - Notice to general meeting

Notice to the Annual General Meeting 2024 of Lehto Group Plc

Lehto Group Plc
Notice to General Meeting
29 May 2024 at 3 p.m. (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 19 June 2024 at
1 p.m. Finnish time in Vantaa, at meeting room Akropolis 1 of Technopolis
Aviapolis. The address of the meeting place is Teknobulevardi 3-5 F, 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.

 A. Matters on the agenda of the AGM

At the AGM, the following matters will be considered:

 1. Opening of the meeting
 2. Calling the meeting to order
 3. Election of the persons to scrutinize the minutes and to supervise the
counting of votes
 4. Recording the legality of the meeting
 5. Recording the attendance at the meeting and adoption of the list of votes
 6. 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 6 March 2024.

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 lehto.fi/en/agm.

 7. Adoption of the financial statements
 8. 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 2023.

 9. Resolution on discharge of the members of the Board of Directors and CEO
from liability
10. 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.

11. 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 14 April 2020. The Remuneration Policy must be
presented to the General Meeting at least every four years or whenever it is
materially amended.

12. 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 (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.

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.

13. 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.

14. Election of the members of the Board of Directors

The Shareholders' Nomination Committee proposes, that Hannu Lehto and Jani
Nokkanen, at their consent, shall be re-elected as members of the Board of
Directors.

Tarja Teppo and Timo Okkonen, at their consent, are proposed to be elected as
new members of the Board of Directors.

Tarja Teppo

Doctor of Science (Tehcnology) Tarja Teppo (born 1972) has more than 20 years of
experience working with growth companies in the energy and clean technology
sector. Teppo is one of the founders of Cleantech Invest (Nasdaq First North
listing in 2014). Currently, Teppo is developing Action Energy Finance, the
company she founded in 2021, which focuses on the project financing of energy
and resource efficiency projects. Tarja Teppo's strengths lie in the development
of energy technology growth companies, financing arrangements and fundraising.

Timo Okkonen

Doctor of Science (Tehcnology) Timo Okkonen (born 1965) has previously worked as
chief operating officer at Fennovoima Oy and CEO at Inspecta Oy. Okkonen
currently works as an entrepreneur and advisor to the management in many nuclear
energy projects in Sweden and Finland. Timo Okkonen's strengths lie in business
strategy, change management and digital solutions. Okkonen knows well the
development prospects of the energy sector and the authority field.

The new candidates for the Board of Directors are independent of the Company and
its significant shareholders.

Eero Sihvonen has informed the Shareholders' Nomination Committee that he will
no longer be available to serve on the Board of Directors of the Company after
the AGM.

15. 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.

16. Election of the auditor

On the recommendation of the Audit Committee, the Board of Directors proposes to
the AGM that audit firm KPMG Oy Ab would be re-elected as the auditor. KPMG Oy
Ab has notified the Company that in the event it will be elected as auditor,
Authorised Public Accountant, KHT, Pekka Alatalo, will act as the responsible
auditor. The proposed auditor has given his consent to be elected.

If the Company shall also prepare its first statutory sustainability report for
the financial period 2024, and if KPMG Oy Ab is elected as the Company's
auditor, it shall also provide the assurance for the statutory sustainability
report for the financial period 2024 in accordance with the transitional
provisions of the amended Finnish Limited Liability Companies Act (1252/2023).

17. Amendment of the Articles of Association

Background to the proposal

Lehto has announced on 29 May 2024 that Lehto's Board of Directors has decided
on a plan according to which Lehto will focus its business on real estate energy
solutions and electricity storages (the "Energy Construction Business"), and
will seek to divest the prefabrication of building industry components of its
subsidiary Lehto Components Oy.

Energy Construction Business is described in more detail in the stock exchange
release published on 29 May 2024.

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, Lehto Group Plc may be
in charge of Group organisation, financing, purchases and other such
administrative tasks.”

18. 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 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 should 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 is proposed to remain valid until the end of the following
annual general meeting but in any case, not longer than 30 June 2025. The
proposed authorisation shall replace the Company's previous authorisation to
repurchase own shares granted by the AGM on 30 March 2023.

19. 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 30 June 2025. The authorisation
shall replace previous share issue and option authorisations granted by the AGM
on 30 March 2023, but not the other authorisations regarding share issue and
issue of special rights granted at this AGM.

20. 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 EUR 15 million
convertible bond so that convertible bond may be converted into shares of the
Company with conversion ratio which deviates from the current terms of such
convertible bond.

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 2025. This authorisation
does not replace any other authorisations regarding share issue and issue of
special rights granted at this AGM.

21. Closing of the meeting
22. 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
3 July 2024 at the latest.

 C. 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 7 June
2024, 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 29 May 2024 at 3 p.m. Finnish
time.

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
13 June 2024 by 4 p.m. Finnish time.

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 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 7
June 2024, 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 14 June 2024 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 should be delivered by e-mail to agm@lehto.fi or by regular
mail to Lehto Group Oyj /AGM, Voimatie 6 B, 90440 Kempele, Finland before the
last date for registration. 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 87,135,986 representing the same number of votes. In
addition, the Company holds on the date of this notice a total of 203 424 own
shares, which cannot exercise voting rights at the general meeting.

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, 29 May 2024

LEHTO GROUP PLC

BOARD OF DIRECTORS

Additional information:

Veli-Pekka Paloranta

CFO

Lehto Group Plc

veli-pekka.paloranta@lehto.fi

+358 40094 4074