Annual general meeting 2023

Resolutions of the Annual General Meeting 2023

The Annual General Meeting was in favour of all proposals submitted to the General Meeting by the Board of Directors and the Shareholders’ Nomination Board.

Adoption of the financial statements

The Annual General Meeting adopted the Company’s financial statements for the period 1 January 2022 – 31 December 2022.

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

The Annual General Meeting resolved to transfer the profit 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 2022.

Remuneration Report for Governing Bodies

The Annual General Meeting approved the Remuneration Report for Governing Bodies for 2022. The resolution concerning the Remuneration Report was advisory in nature.

The Composition and Remuneration of the Board of Directors

The Annual General Meeting confirmed, in accordance with the proposal by the Shareholders’ Nomination Board, that 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, Timo Rantanen and Mika Ståhlberg as members 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, in accordance with the proposal by the Shareholders’ Nomination Board, 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 an annual remuneration of EUR 10,000 and each member of the Audit Committee EUR 5,000. The Chairman of the Remuneration Committee shall be paid an annual remuneration of EUR 5,000 and each member of the Remuneration Committee EUR 2,500. In case the Chairman of the Audit Committee or 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 Board members and the Chairman of the Board of Directors shall be EUR 1,000 per each meeting. No separate meeting fee shall be paid for Committee meetings.

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.

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 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.

Amendment of the Articles of Association

The Annual General Meeting resolved on amending Lamor’s Articles of Association by updating the company´s line of business, by amending the rights to represent the company, by supplementing the heading and content of the section regarding the notice, registration and venue of the General Meeting to include the possibility to hold a General Meeting in Helsinki and Porvoo and, upon a resolution by the Board of Directors, as a remote meeting without a meeting place, and on a technical amendment of a section on the recording of the company’s shares in the book-entry system.

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 2,500,000 shares, which corresponds to approximately 9 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, such as using the shares to develop the company’s capital structure, as compensation in connection with possible acquisitions or other corporate transactions, to finance investments or to be used as part of the company’s incentive scheme, provided that a directed share issue is in the interest of the company and its shareholders.

The authorisation is valid until the close of next Annual General Meeting, however no longer than until 30 June 2024.

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 2,500,000 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 next Annual General Meeting, however no longer than until 30 June 2024.

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 Finnish Companies Act in such a way that under the authorisation, shares, option rights and other special rights entitling to shares may be issued 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 this proposal. The shares, option rights and other special rights entitling to shares may be issued in one or more tranches. The Board of Directors may use the authorisation 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 authorisation is valid until the close of next Annual General Meeting, however no longer than until 30 June 2024.

General Meeting minutes

The minutes of the Annual General Meeting will be made available on the Company’s website at by 18 April 2023 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 Tuesday 4 April 2023, 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 Fred Larsen, who is assessed not to be independent of the Company and of the Company’s significant shareholder Larsen Family Corporation Oy.

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

DOCUMENTS

• The minutes of the Annual General Meeting
• Notice to the Annual General Meeting and Proposals to the Annual General Meeting
• Annual report 2022 (including Financial Statements, Report of the Board of Directors, the auditor´s report and Remuneration Report for the Governing Bodies
• Privacy Policy
• Power of Attorney
• Registration Form

Other information

Shareholders were advised to notify the Board of Directors of possible requests to put matters on the agenda of Lamor’s Annual General Meeting 2023 by e-mail to the address agm@lamor.com no later than on 31 January 2023. Lamor did not receive any such requests by the due date.