Notice to Convene Lamor Corporation Plc's Extraordinary General Meeting of Shareholders

29.9.2023 15:00:00 EEST | Lamor Corporation Oyj | Company Announcement

Lamor Corporation Plc       Company release            29 September 2023 at 3:00 p.m. EEST

Notice to Convene Lamor Corporation Plc's Extraordinary General Meeting of Shareholders 

Notice is given to the shareholders of Lamor Corporation Plc to the Extraordinary General Meeting of the company to be held on 1 November 2023, commencing at 10:30 a.m. (Eastern European Time) at Studio Stage / Inderes, Itämerentori 2, Helsinki, Finland. The reception of shareholders who have registered for the meeting and distribution of ballot papers will start at 10:00 a.m. (Eastern European Time) at the meeting venue.

The meeting is held as a hybrid meeting in accordance with Chapter 5, Section 16, Subsection 2 of the Finnish Companies Act. As an alternative to attending the General Meeting at the meeting venue, shareholders can also exercise their rights fully during the meeting remotely. Instructions for remote participation are set out in Part C of this notice to the General Meeting.

The company has on 29 September 2023 announced that it plans to apply for its shares to be admitted to trading on the main market of Nasdaq Helsinki Ltd. The General Meeting of Shareholders is convened to resolve on amending the company's Articles of Association in order to enable the abovementioned transfer to the official list of Nasdaq Helsinki Ltd.

A Matters to be discussed at the Extraordinary General Meeting

The Extraordinary General Meeting will discuss the following matters:

1. OPENING 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. AMENDMENT OF THE ARTICLES OF ASSOCIATION

The Board of Directors proposes that the Extraordinary General Meeting of Shareholders resolves to amend section 9 of the Articles of Association of the company ("Notice of a General Meeting of Shareholders, registration for the General Meeting of Shareholders, and venue of the General Meeting of Shareholders") so that it would meet the requirements set out in the Finnish Companies Act for listed companies regarding the notice period for convening a General Meeting. Following the amendment, section 9 of the Articles of Association of the company would read as follows:

9 § Notice of a General Meeting of Shareholders, registration for the General Meeting of Shareholders, and venue of the General Meeting of Shareholders

The notice of General Meeting shall be delivered no earlier than three (3) months before the record date for the General Meeting of Shareholders referred to in the Finnish Companies Act and no later than three (3) weeks before the General Meeting, however in any case no later than nine (9) days before the record date for the General Meeting. The notice shall be delivered by publishing it on the company’s website.

If the Board of Directors so decides, to be able to participate in the General Meeting, a shareholder must give advance notice of participation to the company no later than on the date stated in the notice of the General Meeting. Such date shall not be earlier than ten (10) days before the meeting.

The General Meetings of Shareholders shall be held in Porvoo or Helsinki. However, the Board of Directors may decide that the General Meeting of Shareholders will be held without a meeting venue so that shareholders fully exercise their decision-making powers during the meeting in real time using telecommunication connections and technical means (remote meeting).

In addition, the Board of Directors proposes that the Extraordinary General Meeting of Shareholders resolves to amend section 10 of the Articles of Association of the company ("Annual General Meeting") so that it would clarify that the Annual General Meeting shall also resolve on the approval of the Remuneration Report and, if necessary, the Remuneration Policy. This proposed amendment is also based on the requirements for listed companies set out in the Finnish Companies Act. The resolutions of the General Meeting regarding the approval of the Remuneration Report and the endorsement of the Remuneration Policy are advisory in accordance with the Finnish Companies Act. Following the amendment, section 10 of the Articles of Association of the company would read as follows:

10 § Annual General Meeting

The Annual General Meeting must be held each year on a day specified by the Board of Directors, which shall be within six (6) months of the close of the financial period.

At the meeting, the following must be presented:

• the financial statements, which shall include the consolidated financial statements;

• annual report; and

• the auditor’s report.

After which, the following shall be decided;

• the adoption of the financial statements and the consolidated financial statements;

• measures called for by the profit shown on the balance sheet;

• the discharge from liability of the members of the Board of Directors and the Chief Executive Officer;

• if necessary, the Remuneration Policy;

• approval of the Remuneration Report;

• the remuneration and basis of compensation for travel costs of the Board of Directors and the auditor; and;

• the number of members of the Board of Directors.

After which, the following shall be elected:

• the members of the Board of Directors; and

• the auditor.

6. CLOSING THE MEETING

B Documents of the General Meeting

The abovementioned proposals of the Board of Directors on the agenda of the General Meeting as well as this notice are available to shareholders on Lamor Corporation Plc's website at https://www.lamor.com/investors/governance/general-meeting/extraordinary-general-meeting-2023.

The proposed resolutions will also be available for inspection at the General Meeting.

The minutes of the General Meeting will be available on the abovementioned website from 15 November 2023 at the latest.

C Instructions for meeting participants

1. Shareholder registered in the shareholders' register

Each shareholder, who is registered on 20 October 2023 (record date) in the company's shareholders' register held by Euroclear Finland Oy, has the right to participate in the General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders' register of the company.

Registration for the General Meeting will begin on 2 October 2023 at 10:00 a.m. (Eastern European Summer Time). A shareholder, who is registered in the shareholders' register of the company and who wants to participate in the General Meeting, must register for the General Meeting no later than on 25 October 2023 by 4:00 p.m. (Eastern European Summer Time) by which time the registrations must be received.

Shareholders may register for the General Meeting by the following means:

• Via the website at https://www.lamor.com/investors/governance/general-meeting/extraordinary-general-meeting-2023

Online registration requires that the shareholders or their statutory representatives or proxy representatives use strong electronic authentication either by Finnish, Swedish or Danish bank ID or mobile certificate.

• By e-mail or mail.

A shareholder who registers by mail or email shall send the registration form available on the company's website at https://www.lamor.com/investors/governance/general-meeting/extraordinary-general-meeting-2023 no later than on 2 October 2023, 10:00 a.m. (Eastern European Summer Time) or corresponding information to Innovatics Ltd by mail to Innovatics Ltd, General Meeting / Lamor Corporation Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email at egm@innovatics.fi.

Requested information, such as the name, date of birth or business ID, and contact details of the shareholder, the name and date of birth of any assistant or proxy and whether the shareholder or his/her proxy will attend the General Meeting in person or remotely must be provided in connection with the registration.

The personal data given by the shareholders to the company or Innovatics Ltd will be used only in connection with the General Meeting and with the processing of related necessary registrations.

The shareholder, his/her representative or proxy must be able to prove his/her identity and/or right of representation at the meeting if necessary.

Additional information on the registration is available during the registration period by calling Innovatics Ltd at +358 10 2818 909 on business days between 9:00 a.m. to 12:00 p.m. and 1:00 p.m. to 4:00 p.m. (Eastern European Time or Eastern European Summer Time, as applicable).

2. Holder of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the General Meeting by virtue of such shares, based on which he/she on the record date of the General Meeting 20 October 2023 would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Oy. Participation in the General Meeting also requires that the shareholder has been registered on the basis of such shares in the temporary shareholders' register held by Euroclear Finland Oy at the latest by 27 October 2023 by 10:00 a.m. (Eastern European Summer Time). In the case of nominee-registered shares, this is considered as registration for the General Meeting. Changes in the ownership of shares after the record date of the General Meeting do not affect the right to participate in the General Meeting nor the number of votes of the shareholder.

A holder of nominee-registered shares is advised to request without delay the necessary instructions from his/her custodian bank regarding the registration in the temporary shareholders' register, the issuing of proxy documents and voting instructions, and registration and remote attendance at the General Meeting. The account management organisation of the custodian bank shall register a holder of nominee-registered shares, who wants to participate in the General Meeting, in the temporary shareholders' register of the company at the latest by the time stated above. Further information is also available on the company's website at https://www.lamor.com/investors/governance/general-meeting/extraordinary-general-meeting-2023 no later than on 2 October 2023, 10:00 a.m. (Eastern European Summer Time).

3. Proxy representatives and powers of attorney

A shareholder may participate in the General Meeting and exercise his/her rights at the meeting by way of proxy representation. Proxy representatives must use strong electronic authentication when registering for the meeting online, after which they can register on behalf of the shareholder they represent. Proxy representative of the shareholder shall present a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder. Statutory right of representation may be demonstrated by using the suomi.fi e-Authorizations service available in the electronic registration service.

Model proxy documents and voting instructions are available on the company's website at https://www.lamor.com/investors/governance/general-meeting/extraordinary-general-meeting-2023 no later than on 2 October 2023, 10:00 a.m. (Eastern European Summer Time).

Should a shareholder participate in the General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration.

The possible proxy documents are requested to be delivered primarily as an attachment in connection with the online registration or secondarily by e-mail to egm@innovatics.fi or by mail to Innovatics Ltd, General Meeting / Lamor Corporation Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland before the closing of the registration, by which time the proxy documents must be received. In addition to submitting the proxy documents, the shareholder or his/her proxy shall register for the General Meeting in the manner described above in this notice.

4. Remote participation in the meeting

A shareholder who is entitled to attend a General Meeting, may participate in the meeting and exercise his/her voting rights fully during the meeting not only by attending at the meeting venue but also via a remote access.

In addition to exercising the right to speak, shareholders may ask questions in writing. The General Meeting may, under the conditions laid down in Chapter 5, Section 25 a of the Finnish Companies Act, decide on the principles by which written questions and other interventions may be combined and edited.

A shareholder or proxy who has registered to attend the General Meeting at the meeting venue may change his/her participation to remote participation. There is no need to notify the company of the change separately.

Remote access to the General Meeting will be provided through Inderes Plc's general meeting service on the Videosync platform, which includes video and audio access to the General Meeting. Remote access does not require any paid software or downloads. In addition to an internet connection, participation requires a computer, smartphone or tablet with speakers or headphones for sound and a microphone for oral questions or statements. One of the following browsers is recommended for participation: Chrome, Firefox, Edge, Safari, or Opera. It is advisable to log in to the meeting system well in advance of the meeting.

The participation link and password for remote participation will be sent by e-mail and/or SMS to the e-mail address and/or mobile phone number provided at the time of registration to all those who have registered for the General Meeting no later than the day before the General Meeting. Thus, shareholders who have registered to attend the General Meeting at the venue may also participate in the General Meeting remotely via telecommunication if they so wish.

For more information on the general meeting service, additional instructions for proxies representing more than one shareholder, contact details of the service provider and instructions in case of possible disruptions can be found here: https://vagm.fi/support. A link to test the compatibility of your computer, smartphone or tablet with the network connection can be found here: https://flik.videosync.fi/katsoja-testi. It is recommended that you read the detailed participation instructions before the meeting.

5. Other instructions/information

The meeting language is Finnish.

Shareholders who are present at the General Meeting have the right to ask questions about the matters discussed at the meeting in accordance with Chapter 5, Section 25 of the Finnish Companies Act. Shareholders may exercise their right to ask questions during the meeting also in writing. The General Meeting may, under the conditions provided for in Chapter 5, Section 25 a of the Finnish Companies Act, decide on the principles by which questions submitted in writing may be combined and edited. The answers of the company's management to the questions submitted in writing during the meeting will be published on the company's website within two (2) weeks of the meeting. However, the General Meeting may decide that the question must be answered at the meeting.

Changes in the shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the shareholder's voting rights.

On the date of this notice to the General Meeting, as of 29 September 2023, Lamor Corporation Plc has a total of 27,502,424 shares and votes. Of these shares, the company holds 542,450 shares, which are not entitled to vote at the General Meeting.

Porvoo, 29 September 2023

Lamor Corporation Plc

Board of Directors

Further enquiries 

Mika Pirneskoski, CEO, Lamor Corporation Plc, tel. +358 40 757 2151

Certified adviser 

Danske Bank A/S, Finland Branch

Lamor in brief 

Lamor is one of the world’s leading providers of environmental solutions. For four decades, we have worked to clean up and prevent environmental incidents on land and at sea.

From environmental protection to material recycling: Our innovative technologies, services and tailored solutions, ranging from oil spill response, waste and water treatment to soil remediation and plastic recycling, benefit customers and environments all over the world.

We are capable of vast and fast operations thanks to our connected ecosystem of local partners, steered by our experts. We have over 500 employees in more than 20 countries. In 2022, our turnover was 128 million euros. Lamor's share is listed on the Nasdaq First North Premier Growth Market Finland marketplace maintained by Nasdaq Helsinki (ticker: LAMOR). Further information: www.lamor.com