Releases

In accordance with the principles resolved by the AGM 2022, a Shareholders’ Nomination Board of Lemonsoft Oyj has been appointed ahead of the Annual General Meeting 2023. The Shareholders’ Nomination Board has consisted of Sandra Backlund (representing Rite Ventures), Jarmo Kinnunen (representing Kari Joki-Hollanti) and Jonathan Schönbäck (representing ODIN Fonder). Sandra Backlund has acted as the Chair of the Nomination Board. The shareholders represented in the Nomination Board represent 74% of the votes in Lemonsoft Oyj.

The Shareholder’s Nomination Board’s proposal to the Annual General Meeting 2023

The Shareholder’s Nomination Board has prepared the following proposal to the Annual General Meeting:

Renumeration to the Members of the Board as well as renumeration of the Board’s Committees, in accordance with the renumeration policy

The Nomination Board proposes that as renumeration the Chairman of the Board will be paid a monthly fee of EUR 3,100 and other Board members will be paid a monthly fee of EUR 1,550. Travel expenses will be reimbursed in accordance with the company’s travel policy.

The Nomination Board proposes to the Annual General Meeting that no changes shall be made to the fees paid to the Audit Committee members, i.e. the Chair of the Audit Committee will continue to be paid EUR 1,000 per meeting and the members of the Audit Committee will continue to be paid EUR 500 per meeting.

Number of Members of the Board

The Nomination Board proposes that the Board of Directors shall continue to consist of five Board Members.

Composition of the Board, proposal of Board Members and Chair of the Board

The Nomination Board proposes to re-elect Christoffer Häggblom, Kari Joki-Hollanti, Michael Richter, Saila Miettinen-Lähde and Ilkka Hiidenheimo as members of the Board of Directors and to re-elect Christoffer Häggblom as Chair of the Board.

Information about the Board Members proposed for re-election can be found on the company’s website www.investors.lemonsoft.fi/board-of-directors.

The Shareholders’ Nomination Board’s motivation to the Board composition

The Nomination Committee has come to the conclusion that the proposed composition of the Board of Directors, consisting of five Board Members, is in good agreement with the requirements placed on the Board of Directors. The Nomination Board has specifically considered the competence areas within;

1. The Company’s business activities and industry;
2. the Management of a public company of a corresponding size;
3. corporate and financial administration;
4. strategy work as well as mergers and acquisitions;
5. internal control and risk management; and
6. corporate governance.

The Nomination Board is of the opinion that the Board of Directors, considering the Company’s business, state of development and otherwise, has an appropriate composition. Further, the Nomination Board is of the opinion that the Board Members complement each other well as regards qualifications and experiences.

The Nomination Board has considered the independence requirements on the Board Members contained in the Finnish Corporate Governance Code and noted that the proposal of the composition of the Board is in accordance with the requirements. The Nomination Board has also considered the diversity requirements of the Board contained in the Finnish Corporate Governance Code. The Nomination Board has discussed diversity perspectives on the premise that this is of importance to the composition of the Board and have thereby noted that the gender distribution in the board is not equally distributed. The Nomination Board will continue its process to, in a longer perspective, further strengthen the diversity of the Board.

Account of the Shareholders’ Nomination Board’s operations

The Nomination Board has held three recorded meetings and has had additional contacts between the meetings. The decisions made have been unanimous.

The Nomination Board has as basis for its work been provided with an evaluation of the Board of Directors and its work. The Nomination Board has also conducted interviews with Members of the Board and the Chairman of the Board has given a report on how the Board’s work has been carried out.

No other proposals for Board Members than by the members of the Nomination Board have been put forward.