Lehto Group Oyj: Lehto Group Plc, inside information: Lehto's EUR 15 million convertible bond converted into shares and a new EUR 2.5 million equity-based bond issued and subscribed entirely

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Approval of Share Subscriptions in a Directed Share Issue for the Conversion of a Convertible Bond

The Board of Directors of Lehto Group Plc ("Lehto" or "Company") has previously, as announced on 19 December 2024, decided on a directed paid share issue based on the Company's authorization granted at the Annual General Meeting on 19 June 2024, for the holders of the Company's 15 million euros unsecured convertible bonds. The convertible bonds were offered for subscription in 2022 and mature in 2027. All holders of convertible bonds subscribed to the shares offered to them. The Company's Board of Directors has today approved the share subscriptions. A total of 75 000 000 new shares have thus been approved for subscription. The subscription price was 0.20 euros per share.

After the approved subscriptions, the total number of shares in the Company will increase to 162 339 410 shares. The new shares corresponding the approved subscriptions are expected to be registered in the trade register after mid-January 2025, and they will confer shareholder rights once the shares have been registered and credited to the subscriber's book-entry account. The new shares will later be applied for listing when the Company seeks to transfer the trading of its shares from the Nasdaq Helsinki stock exchange list (main list) to the First North Growth Market -marketplace in the first or second quarter of 2025.

New Equity-based Convertible Bond

As previously announced, a condition of the Company's corporate restructuring program, approved on 24 September 2024, is that the Company secures 2.5 million euros in equity financing within three months of the finalization of the confirmation of the restructuring program, i.e., by 1 January 2025.

Lehto's Board of Directors decided on 31 December 2024 to issue a 2.5 million euros equity-based convertible bond ("Loan") based on the authorization granted at the Company's Annual General Meeting on 19 June 2024. The Loan will be offered for subscription to the Company's largest shareholder, Lehto Invest Oy ("Lender"). As part of the Loan, the Lender will be granted one special right free of charge, under which a maximum of 12 500 000 new shares of the Company may be subscribed for. However, if the interest of the Loan is also converted into shares, the Board may decide to alter the number of shares.

The subscription price for each share is 0.20 euros, amounting to a total of 2 500 000 euros for all the offered shares. The subscription period for the shares starts on the loan drawdown date 31 December 2024 and ends on 31 December 2031. The subscription price must be paid at the time of subscription by offsetting the corresponding amount of the Loan. The subscription price will be credited to the invested unrestricted equity fund.

There is a valid financial reason for granting the special right under Chapter 10, Section 1, Subsection 1 of the Finnish Companies Act, as this constitutes part of the financing arrangement. The subscription price of the shares is based on an estimate of the Company's shares' fair value.

The purpose of issuing the Loan is to fulfill the provisions of the Company's restructuring program and strengthen the Company's financial position. The funds raised from the issuance will be used for the general needs of the Company's energy construction business.

Key terms of the loan are:

• Loan principal: 2 500 000 euros.
• The bridge financing previously provided by the Lender on 12 September 2024, totaling 500 000 euros, will be converted into the Loan with the interest accrued on the bridge financing by the drawdown date.
• The Loan is a subordinated loan as defined in Chapter 12 of the Finnish Companies Act.
• Interest at an annual rate of 14 percent will accrue on the outstanding loan principal. The Company has the full and exclusive right to decide on the payment of interest in cash.
• The Loan has no repayment schedule or obligation.
• The Loan is unsecured.
• The Loan is convertible into new shares of Lehto at a conversion rate of 0.20 euros per share. The interests of the Loan (or a part thereof) may be converted into shares at the same conversion rate if required by the lender during the Loan conversion, and thus the total number of shares may increase. The Company (the Board of Directors under the authorization of the General Meeting) undertakes to make the necessary decisions to increase the total number of shares as a result of the conversion of interests, if necessary.

Lehto Invest Oy has subscribed to the Loan in its entirety at the Board meeting resolving on the Loan and the Board has approved the subscription.

The supervisor of the Company's restructuring program has confirmed that the Loan meets the criteria for 2.5 million euros in equity financing set out in the Company's restructuring program.

Lehto Group Plc

Board of Directors

Additional information

Hannu Lehto, CEO and board member

+358 500 280 448

Veli-Pekka Paloranta, CFO

+358 400 944 074