Resolutions of Lamor Corporation Plc's Annual General Meeting and the Organisational Meeting of the Board of Directors

26.3.2024 15:00:01 EET | Lamor Corporation Oyj | Resolutions of annual general meeting

Lamor Corporation Plc       Company Release               26 March 2024 at 3:00 p.m. EET

Resolutions of Lamor Corporation Plc's Annual General Meeting and the Organisational Meeting of the Board of Directors

Resolutions of Lamor Corporation Plc's Annual General Meeting

Lamor Corporation Plc's (the "Company") Annual General Meeting was held on Tuesday 26 March 2024 as a virtual meeting in accordance with chapter 5, section 16, subsection 3 of the Finnish Companies Act.

Adoption of the financial statements

The Annual General Meeting adopted the Company's 2023 financial statements.

Resolution on the use of the profit 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 2023.

Remuneration Report for Governing Bodies

The Annual General Meeting approved the Remuneration Report for Governing Bodies for 2023. 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 Chair of the Board, who shall be paid EUR 50,000 annually, and the possible Vice Chair of the Board, who shall be paid EUR 45,000 annually. In addition, the Chair 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. The Chair 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. In case the Chair of the Audit Committee or the Remuneration Committee acts as the Chair or as the Vice Chair 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 Chair of the Board of Directors shall be EUR 1,000 per each meeting. No separate meeting fee shall be paid for Committee meetings.

Reasonable accrued travel expenses and other potential costs related to Board and committee work will be reimbursed in accordance with the Company's travel policy.

Auditor

The Annual General Meeting re-elected the firm of authorized 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 Mikko Rytilahti as the auditor with principal responsibility. The Annual General Meeting resolved that the Auditor shall be paid reasonable remuneration and pre-agreed travel expenses in accordance with the invoice approved by the Company.

Sustainability reporting assurance provider

The Annual General Meeting elected the Authorized Sustainability Audit Firm Ernst & Young Oy as the Company's sustainability reporting assurance provider to serve for a term ending at the close of the next Annual General Meeting, with APA, ASA Mikko Rytilahti as the responsible sustainability reporting assurance provider. The Annual General Meeting resolved that the sustainability reporting assurance provider shall be paid reasonable remuneration and pre-agreed travel expenses in accordance with the invoice approved by the Company.

Authorization on the issuance of shares

The Annual General Meeting resolved to authorize the Board of Directors to decide on the issuance of new shares or treasury shares. Under the authorization, a maximum of 2,500,000 shares, which corresponds to approximately nine (9) per cent of all of the shares of the Company at the time of the proposal, may be issued. The shares may be issued in one or more tranches.

Under the authorization, 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 was authorized to resolve on all terms of the share issue. The Board of Directors was authorized 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 authorization is valid until the close of next Annual General Meeting, however no longer than until 30 June 2025.

Authorization on the acquisition of the Company's own shares

The Annual General Meeting resolved to authorize 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 authorization. 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 was authorized to decide 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 authorization is valid until the close of the next Annual General Meeting, however no longer than until 30 June 2025.

Authorization on the issuance of shares as well as the issuance of option rights and other special rights entitling to shares

The Annual General Meeting resolved to authorize 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 authorization, 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 authorization shall not exceed 300,000 shares in aggregate, which would correspond to approximately one (1) per cent of all the Company's shares at the time of this proposal. The shares issued under the authorization may be new shares or treasury shares. The shares, option rights and other special rights entitling to shares may be issued in one or more tranches against payment or without consideration. The Board of Directors may use the authorization 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 was authorized to resolve on all terms for the issuance of the shares, option rights and special rights entitling to shares. The Board of Directors was authorized 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 authorization is valid until the close of the next Annual General Meeting, however no longer than until 30 June 2025.

General Meeting minutes

The minutes of the Annual General Meeting will be made available on the Company's website at lamor.com/investors/governance/general-meeting/annual-general-meeting-2024 by 9 April 2024 at the latest.

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

Organization of the Board of Directors

Lamor Corporation Plc's new Board of Directors convened on Tuesday 26 March 2024, following the Annual General Meeting.

The Board of Directors reappointed from among its members Mika Ståhlberg as the Chair and Fred Larsen as the Vice Chair. 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: Chair Timo Rantanen, Kaisa Lipponen, Mika Ståhlberg

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

Further enquiries

Johan Grön, CEO, Lamor Corporation Plc, tel. +358 40 546 4186

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.

Environmental protection, soil remediation and material recycling: Our innovative technologies, services and tailored solutions, ranging from oil spill response, waste management 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 600 employees in more than 20 countries. In 2023, our turnover was 123 million euros. Lamor's share is listed on the Nasdaq Helsinki (ticker: LAMOR). Further information: www.lamor.com