Resolutions of the Annual General Meeting and the Board of Directors of LeadDesk Plc on 20 March 2024

LeadDesk Plc Press release 20 March 2024.20.35 p.m. EET. Unofficial translation of the company release published on 20 March 2024, 20.30  p.m. In case the document differs from the original, the Finnish version prevails.

Resolutions of the Annual General Meeting and the Board of Directors of LeadDesk Plc on 20 March 2024

LeadDesk Plc’s Annual General Meeting, held on 20 March 2024, adopted the financial statements and discharged the members of the Board of Directors and the CEO from liability for the financial year 2023.

Resolution on the use of the profit shown in the balance sheet and the payment of dividend

The Annual General Meeting resolved, in accordance with the proposal of the Board of Directors, that no dividend shall be paid for the financial year 2023 and any distributable funds shall be retained in equity.

The Board of Directors and the auditor

The Annual General Meeting resolved that the number of members of the Board of Directors shall be five. Yrjö Närhinen, Emma Storbacka and Samu Konttinen were reappointed to the Board of Directors and Lauri Pukkinen and Jostein Vik were appointed as new members of the Board of Directors.

Monthly remuneration shall be paid to the members of the Board of Directors as follows: EUR 3,300 to the Chair of the Board of Directors and EUR 1,650 to other members of the Board of Directors. The Chair of the Audit Committee is paid a meeting fee of EUR 1,100 per meeting, and the members of the Audit Committee are paid a meeting fee of EUR 550 per meeting. Travel expenses are reimbursed in accordance with the company’s travel rules.

In addition, the Annual General Meeting resolved, in accordance with the proposal of the Shareholders’ Nomination Board, that the members of the Board of Directors are given one option right for each share in the company they acquire during the period between the 2024 Annual General Meeting and 24 September 2024. The maximum number of option rights so received by members of the Board of Directors is 7,500 in total.

KPMG Oy Ab was elected as the company’s auditor, with Tommi Tamminen, APA, acting as the principally responsible auditor. The auditor will be remunerated against a reasonable invoice approved by the company.

Authorising the Board of Directors to resolve on the repurchase of the company’s own shares

The Annual General Meeting authorised the Board of Directors to resolve on the repurchase of a maximum of 547,904 of the company’s own shares in one or more tranches. The number of own shares to be repurchased corresponds to approximately 10% of the aggregate number of shares in the company on the date of the Annual General Meeting.

However, the decision to repurchase own shares shall not be taken in such a way that the aggregate number of own shares held by the company and its subsidiaries is more than one tenth of all shares. Only the unrestricted equity of the company can be used to repurchase own shares on the basis of the authorisation, which means that the repurchases will reduce funds available for distribution of profit.

The own shares can be acquired otherwise than in proportion to the share ownership of the shareholders, if the Board of Directors deems that there are weighty financial reasons for such directed repurchase. The shares can be repurchased through public trading on Nasdaq Helsinki Ltd at a price formed in trading on Nasdaq Helsinki Ltd on the date of the repurchase or at a price otherwise formed on the market. The own shares repurchased by the company may be held, cancelled or transferred by the company. The Board of Directors shall decide on all other matters related to the acquisition of own shares.

The authorisation revokes previous unused authorisations on the repurchasing of the company’s own shares.

The authorisation is valid until the following Annual General Meeting, however no longer than until 30 June 2025.

Authorising the Board of Directors to resolve on the issuance of shares as well as the issuance of options and other special rights entitling to shares

The Annual General Meeting authorised the Board of Directors to resolve on the issuance of shares as well as the issuance of options and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act, in one or more tranches, either against or without consideration. The number of shares to be issued or transferred under the authorisation, including shares acquired under options and other special rights, may not exceed 547,904 shares, which corresponds to approximately 10% of all the current shares of the company. The Board of Directors may resolve on issuing either new shares or to transfer any treasury shares held by the company.

The authorisation entitles the Board of Directors to resolve on all the conditions of the issuance of shares, options and other special rights entitling to shares, including the right to deviate from the shareholders’ pre-emptive subscription right, if there is a weighty financial reason for doing so from the company’s point of view. The Board of Directors may also resolve on the issuance of shares as well as the issuance of options and other special rights entitling to shares to the members of the Board of Directors for the purpose of remuneration as decided by the Annual General Meeting on the options of the members of the Board of Directors.

The authorisation is valid until the end of the following Annual General Meeting, however no longer than until 30 June 2025. The authorisation revokes previous unused authorisations on the issuance of shares as well as the issuance of options and other special rights entitling to shares.

Resolutions of the Board of Directors of LeadDesk Plc

In its organisational meeting, the Board of Directors elected from among its members Yrjö Närhinen as the Chair of the Board of Directors.

The Board of Directors elected Yrjö Närhinen, Samu Konttinen and Jostein Vik from among its members as members of the Audit Committee. Jostein Vik acts as the Chair of the Audit Committee.

LEADDESK PLC

Board of Directors

Further information

Olli Nokso-Koivisto, CEO, LeadDesk Plc

+358 44 066 5765

olli.nokso-koivisto@leaddesk.com

Certified advisor:

Oaklins Merasco Oy, tel. +358 9 6129 670

LeadDesk Plc in brief

LeadDesk is a leading European provider of cloud-based contact centre software. The LeadDesk cloud service, powered by artificial intelligence, improves customer experience and sales productivity. Over 20,000 customer service and sales professionals work more efficiently with LeadDesk weekly. In 2023, the Group's revenue was EUR 29.4 million, most of which came from outside Finland. The Group has offices in eight European countries. LeadDesk Plc's shares are traded on the Nasdaq First North Finland marketplace under the ticker LEADD. www.leaddesk.com