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Resolutions of Lemonsoft Oyj’s Annual General Meeting and decisions of the constitutive meeting of the Board of Directors

LEMONSOFT OYJ – COMPANY ANNOUNCEMENT – 05.04.2022 AT 12.00 EET

The Annual General Meeting of Lemonsoft Oyj was held on 5 April 2022 at 10 a.m. The meeting was organised with exceptional arrangements without the presence of shareholders or their representatives at the address Itämerentori 2, FI-00180 Helsinki.

The company’s shareholders and their representatives had an opportunity to attend the Annual General Meeting and exercise their shareholder rights only by voting in advance and submitting counterproposals and questions in advance. No counterproposals or questions were received.

The Annual General Meeting adopted the annual accounts for the financial period ended on 31 December 2021. The members of the Board of Directors as well as the CEO were discharged from liability for the financial period ended on 31 December 2021.

The use of the profit shown on the balance sheet and the distribution of dividends

The Annual General Meeting resolved in accordance with the proposal of the Board of Directors that a dividend of EUR 0.13 per share will be paid according to the confirmed balance sheet for the accounting period ending on 31 December 2021. The dividend shall be paid to shareholders registered on the record date, 7 April 2022, as a shareholder in the company’s shareholders’ register. The dividend will be paid on 20 April 2022.

The Annual General Meeting resolved that the share of profits not paid out in dividends for the accounting period be transferred on the company’s account for retained earnings.

Board of Directors

The Annual General Meeting decided the number of members of the Board of Directors to be five. Christoffer Häggblom, Kari Joki-Hollanti, Ilkka Hiidenheimo, Saila Miettinen-Lähde and Michael Richter were re-elected as members of the Board of Directors.

The Annual General Meeting resolved that no changes are made to the remuneration or travel expenses of the Board members, i.e., the Chairman of the Board will continue to be paid a monthly fee of EUR 3,000, other Board members will be paid a monthly fee of EUR 1,500 and travel expenses will be reimbursed in accordance with the company's travel policy.

Auditor

The Annual General Meeting decided that KPMG Oy Ab, Authorized Public Accountants firm, be elected as the company’s auditor. KPMG Oy Ab has advised the company that the auditor-in-charge will be Authorised Public Accountant Kim Järvi. The remuneration of the auditor will be paid according to reasonable invoice submitted by the auditor.

Audit Committee and the remuneration of its members

The Annual General Meeting decided in accordance with the proposal of the Board of Directors to establish an Audit Committee. The duties of the Audit Committee would be, inter alia:

• monitor and assess the financial reporting system;
• monitor and assess the effectiveness of internal control, internal audit and risk management systems;
• monitor and assess the compliance of agreements and other legal transactions between the company and its related parties with the requirements of relating to the ordinary course of business and market conditions;
• to monitor and assess the independence of the auditor and, in particular, the non-audit services provided by the auditor; and
• monitor the company's audit and prepare the election of the company's auditor.
The Annual General Meeting decided that the Chairman of the Audit Committee will be paid a fee of EUR 1,000 per meeting and that the members of the Committee will be paid a fee of EUR 500 per meeting.

Establishment of a Shareholders’ Nomination Board

The Annual General Meeting decided on the establishment of a Shareholders' Nomination Board. The duties of the Nomination Board would be e.g., to prepare proposals for the Annual General Meeting regarding the election of Board members and the remuneration of members of the Board and Board committees.

The Nomination Board will consist of three members who are the company's three largest shareholders or their nominated representatives. The Chairman of the Board of Directors will act as an expert member of the Nomination Board, unless he is a member of the Nomination Board on other grounds (when acting as an expert member, the Chairman of the Board will not be an official member of the Nomination Board and will not have voting rights).

In addition, the Annual General Meeting approved the Charter of the Shareholders’ Nomination Board.

Authorizing the Board of Directors to decide on a share issue and the issuance of options and other special rights entitling to shares

The Annual General Meeting authorized the Board to decide on an ordinary or bonus issue of shares and the granting of special rights (as defined in Section 1, Chapter 10 of the Limited Liability Companies Act) in one or more instalments with the following terms and conditions:

The maximum total number of shares to be issued by virtue of the authorization is 2,000,000 shares. The authorization applies to both new shares and treasury shares held by the company. The authorization may be used to finance or carry out acquisitions or other transactions, to carry out the company’s share-based incentive schemes, to improve the company's capital structure, or for other purposes decided by the Board. The authorization entitles the Board of Directors to resolve on all the conditions of the issuance of shares and the issuance of special rights entitling to shares, including the right to deviate from the shareholders’ pre-emptive subscription right.

The authorization is in force until the next Annual General Meeting, however, no longer than until 30 June 2023, and it would replace the previous authorizations granted regarding a directed share issue and issuance of special rights entitling to shares.

Constitutive meeting of the Board of Directors

At the Board of Directors’ constitutive meeting held after the Annual General Meeting, Christoffer Häggblom was elected as Chairman of the Board of Directors of Lemonsoft Oyj.

Saila Miettinen-Lähde and Michael Richter were elected as members of the Audit Committee, with Saila Miettinen-Lähde as the Chairperson.

Independence of the Board Members

The Board has in its organizing meeting on 5 April 2022 assessed its members’ independence of the company and of its significant shareholders, based on the Finnish Corporate Governance Code published by the Securities Market Association. Saila Miettinen-Lähde and Ilkka Hiidenheimo are independent of both the company and its significant shareholders. Michael Richter is Independent from the company but not independent from major shareholders (employee of major shareholder). Christoffer Häggblom is Independent from the company but not independent from major shareholders (controlling interest in major shareholder, indirect ownership based on controlling interest through Rite Internet Ventures Holding AB). Kari Joki-Hollanti is not independent from the company or from major shareholders (CEO and major shareholder).

Lemonsoft Oyj
Board of Directors

Lemonsoft Oyj has published the Annual Report for 2021

LEMONSOFT OYJ – COMPANY ANNOUNCEMENT – 18.3.2022 AT 10.00 EET

Lemonsoft Oyj has published the Annual Report for 2021 together with the Report of the Board of Directors and the Financial Statement for 2021.

The material can be found on https://investors.lemonsoft.fi/, and also enclosed.

Contacts:

Kari Joki-Hollanti
CEO
kari.joki-hollanti@lemonsoft.fi
+358 40 768 1415

Alpo Luostarinen
Director, M&A and IR
alpo.luostarinen@lemonsoft.fi
+358 50 911 3507,

Certified Adviser:
Danske Bank A/S, Suomen sivuliike, +358 40 841 3052

About Us

Lemonsoft is a Finnish software company that designs, develops and sells ERP software solutions to streamline its customers’ processes across different business lines and administration. The extensive offering of software solutions and related services enables the Company to provide its customers with holistic service. The Company’s standardised and scalable software solutions are delivered mainly from the cloud and are based on the SaaS model in which customers pay a monthly service fee for the use of the software. The Company operates in the ERP software market in Finland primarily as a service provider for SMEs. The Company’s customer base consists of customers from especially industrial manufacturing, wholesale and retail, professional services automation, construction and accounting.

Correction: LEMONSOFT OYJ: NOTICE OF THE ANNUAL GENERAL MEETING

LEMONSOFT OYJ – COMPANY ANNOUNCEMENT – 04.03.2022 AT 12.45 EET

Lemonsoft Oyj released today 4 March 2022 an invitation to its shareholders to the Annual General Meeting to be held on Tuesday, 5 April 2022 at 10:00. In the section under “A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING” was an error in item 8. “Resolution on the use of the profit shown on the balance sheet and authorizing the Board of Directors to resolve on the distribution of dividends”. The record date for the dividend payment was incorrectly stated as March 24, 2022, while the correct record date for the dividend payment is 7 April 2022. The error was in both the Finnish and English releases.

Below is the invitation to the Annual General Meeting in its entirety, where item 8 has been corrected.

Lemonsoft Oyj: Notice of the Annual General Meeting

The Annual General Meeting of Lemonsoft Oyj will be held on 5 April 2022 at 10 a.m. The meeting will be organised with exceptional arrangements without the presence of shareholders or their representatives at the address Itämerentori 2, FI-00180 Helsinki.

The company’s Board of Directors has decided on the exceptional meeting practice under the temporary act (375/2021) approved by the Parliament of Finland. In order to prevent the spread of the COVID-19 pandemic, the company has decided to take measures allowed by the temporary act so that the Annual General Meeting can be held in a predictable manner, taking into account the health and safety of shareholders, the company's personnel and other stakeholders.

The company’s shareholders and their representatives may attend the Annual General Meeting and exercise their shareholder rights only by voting in advance and submitting counterproposals and questions in advance in accordance with the instructions in section C below. It is not possible to attend the Annual General Meeting at the meeting venue.

It is possible for shareholders to follow the Annual General Meeting as a webcast. Registration for the webcast takes place in connection with registration for the Annual General Meeting. Shareholders so following the meeting are not considered to participate in the Annual General Meeting, meaning that they do not have the right to ask questions or vote during the Annual General Meeting, among other things. More detailed instructions can be found in Part C “Instructions for Participants in the Annual General Meeting”.

A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING

At the Annual General Meeting, the following matters will be considered:

1. Opening of the meeting

2. Calling the meeting to order

Lawyer Jarmo Kinnunen will serve as chairman of the meeting. In case Jarmo Kinnunen would not be able to act as chairman of the meeting for a weighty reason, the Board of Directors will appoint another person it deems most suitable to act as chairman of the meeting.

3. Election of a person to scrutinize the minutes and a person to supervise the counting of votes

CFO Mari Erkkilä will scrutinize the minutes and supervise the counting of votes. In case Mari Erkkilä is prevented from scrutinizing the minutes and supervising the counting of votes for a weighty reason, the Board of Directors will appoint another person it deems most suitable to act in that role.

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

Shareholders who have cast their votes in advance during the advance voting period and who are entitled to take part in the Annual General Meeting under Chapter 5, Sections 6 and 6a of the Limited Liability Companies Act, will be deemed to have participate at the meeting. The list of votes will be adopted according to the information provided by Euroclear Finland Oy and Innovatics Ltd.

6. Presentation of the financial statements, the report of the Board of Directors and the auditor's report for the year 2021

As participation at the Annual General Meeting is only possible through advance voting, the Annual Report published by the company at the latest by 18 March 2022, containing the company’s financial statements, report of the Board of Directors and the auditor’s report, that is available on the company's website, is deemed to have been presented to the Annual General Meeting.

The CEO of the company Kari Joki-Hollanti presents the review at the webcast of the Annual General Meeting.

7. Adoption of the financial statements

8. Resolution on the use of the profit shown on the balance sheet and authorizing the Board of Directors to resolve on the distribution of dividends

The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.13 per share be paid according to the confirmed balance sheet for the accounting period ending on 31 December 2021, meaning that a total of EUR 2,400,000 be paid in dividends. The dividend shall be paid to shareholders registered on the record date, 7 April 2022, as a shareholder in the company’s shareholders’ register maintained by Euroclear Finland Oy. The Board of Directors proposes that dividend be paid on 20 April 2022.

The Board of Directors proposes that the share of profits not paid out in dividends for the accounting period be transferred on the company’s account for retained earnings.

9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the last financial year

10. Resolution on the remuneration of the members of the Board of Directors and reimbursement of travel expenses

The Board of Directors proposes for the Board to consist of five (5) actual members.

The Board of Directors proposes that no changes be made to the remuneration or travel expenses of the Board members, ie the Chairman of the Board will continue to be paid a monthly fee of EUR 3,000, other Board members will be paid a monthly fee of EUR 1,500 and travel expenses will be reimbursed in accordance with the company's travel policy.

11. Election of members of the Board of Directors

The Board of Directors proposes that the Board of Directors continue with the current composition and that the following five actual members be re-elected in the Board of Directors: Christoffer Häggblom, Kari Joki-Hollanti, Ilkka Hiidenheimo, Saila Miettinen-Lähde and Michael Richter.

12. Resolution on the remuneration of the auditor

The Board of Directors proposes to the Annual General Meeting that the remuneration of the auditor be paid according to reasonable invoice submitted by the auditor.

13. Election of the auditor

The Board of Directors proposes that KPMG Oy Ab, Authorized Public Accountants firm, be elected as the company’s auditor. KPMG Oy Ab has advised the company that the auditor-in-charge would be Authorised Public Accountant Kim Järvi.

14. Audit Committee and resolution on the remuneration of its members

The Board of Directors considers it justified for the company to have an Audit Committee, the establishment of which will be decided by the Board of Directors elected at the Annual General Meeting on 5 April 2022 at its forthcoming Inaugural Board Meeting. The duties of the Audit Committee would be, inter alia:

monitor and assess the financial reporting system;
monitor and assess the effectiveness of internal control, internal audit and risk management systems;
monitor and assess the compliance of agreements and other legal transactions between the company and its related parties with the requirements of relating to the ordinary course of business and market conditions;
to monitor and assess the independence of the auditor and, in particular, the non-audit services provided by the auditor; and
monitor the company's audit and prepare the election of the company's auditor.

The Board of Directors proposes to the the Annual General Meeting that the Chairman of the Audit Committee be paid a fee of EUR 1,000 per meeting and that the members of the Committee be paid a fee of EUR 500 per meeting.

15. Establishment of a Shareholders’ Nomination Board

The Board of Directors proposes that the Annual General Meeting decide on the establishment of a Shareholders' Nomination Board. The duties of the Nomination Board would be e.g. to prepare proposals for the Annual General Meeting regarding the election of Board members and the remuneration of members of the Board and Board committees.

The Nomination Board would consist of three members who are the company's three largest shareholders or their nominated representatives. The Chairman of the Board of Directors would act as an expert member of the Nomination Board, unless he is a member of the Nomination Board on other grounds (when acting as an expert member, the Chairman of the Board would not be an official member of the Nomination Board and would not have voting rights).

In addition, the Board of Directors proposes that the Annual General Meeting approve the Charter of the Shareholders’ Nomination Board attached as appendix.

16. Authorising the Board of Directors to decide on a share issue and the issuance of options and other special rights entitling to shares

The Board proposes that the Annual General Meeting authorizes the Board to decide on an ordinary or bonus issue of shares and the granting of special rights (as defined in Section 1, Chapter 10 of the Limited Liability Companies Act) in one or more instalments with the following terms and conditions:

The maximum total number of shares to be issued by virtue of the authorization is 2,000,000 shares. The authorization applies to both new shares and treasury shares held by the company. The authorization may be used to finance or carry out acquisitions or other transactions, to carry out the company’s share-based incentive schemes, to improve the company's capital structure, or for other purposes decided by the Board. The authorisation entitles the Board of Directors to resolve on all the conditions of the issuance of shares and the issuance of special rights entitling to shares, including the right to deviate from the shareholders’ pre-emptive subscription right.

The authorization is proposed to remain in force until the next Annual General Meeting, however, no longer than until 30 June 2023, and it would replace the previous authorisations granted regarding a directed share issue and issuance of special rights entitling to shares.

17. Closing of the meeting

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

This notice of meeting, including all proposals on the agenda of the Annual General Meeting, is available on Lemonsoft Oyj’s website at https://investors.lemonsoft.fi. The Company’s financial statements, report of the Board of Directors and auditor’s report are also available on the said website. A copy of the annual report will be sent to shareholders by request.

The minutes of the Annual General Meeting will be available on the above-mentioned website as of 15 April 2022.

C. INSTRUCTIONS FOR MEETING PARTICIPANTS

In accordance with temporary legislation and in the company’s efforts to prevent the spread of the COVID-19 pandemic, it has been decided to hold the Annual General Meeting without shareholders and their proxy representatives’ presence at the meeting venue. Shareholders may attend the Annual General Meeting and exercise their shareholder rights only by voting, by submitting counterproposals in advance and asking questions in advance, according to the instructions below. Proxy representatives must also vote in advance as described below.

Shareholders and their proxy representatives cannot attend the Meeting over real-time connections, but shareholders have the opportunity to observe the Annual General Meeting via a link sent to them personally. A video link and password to follow the meeting online will be sent by email and as a text message to the email address and phone number provided in connection with the registration. Following the meeting via the video stream is possible only for shareholders who are registered as shareholders of the Company on the record date of the General Meeting. Following the meeting via the video stream does not constitute participation in the General Meeting. The voting list and results of votes of the General Meeting shall be made solely based on the advance voting.

1. Shareholder registered in the list of shareholders

A shareholder who is registered in the shareholder register of the company maintained by Euroclear Finland Oy on 24 March 2022 has the right to participate in the Annual General Meeting. A shareholder whose shares are registered in their personal Finnish book-entry account is registered in the shareholder register of the company.

2. Registration and advance voting

Registration and advance voting begin on 15 March 2022 at 10 a.m. A shareholder registered in the company’s shareholder register, who wants to take part in the general meeting by voting in advance, must register for the Annual General Meeting and vote in advance by 29 March 2022 at 4 p.m. at the latest, by which time the registration and votes must have been received by the company.

The requested information, such as the shareholder’s name, date of birth and contact details, has to be provided in connection with the registration. Personal data disclosed by shareholders to Lemonsoft Oyj or Innovatics Oy will only be used in connection with the Annual General Meeting and related necessary processing of registrations.

Shareholders whose shares are registered in their Finnish book-entry accounts can register and vote in advance with regard to certain items on the Annual General Meeting agenda from 15 March 2022 at 10 a.m. to 21 March 2022 at 4 p.m. as follows:

via the company’s website at https://investors.lemonsoft.fi/annual-general-meeting

Electronic registration and advance voting require strong identification of the shareholder or his or her legal representative with Finnish or Swedish bank IDs or a mobile ID.

by mail or email

A shareholder voting in advance by mail or e-mail should submit the advance voting form available on the company’s website on 15 March 2022 at the latest, or corresponding information by mail to the address Innovatics Oy, Annual General Meeting/Lemonsoft Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki or by email to agm@innovatics.fi.

If the shareholder takes part in the Annual General Meeting by submitting the advance votes by mail or email to Innovatics Oy, submitting the votes before the expiry of the registration and advance voting deadline is considered to be participation in the Annual General Meeting, provided that the shareholder’s message includes the information required for registration specified above.

Voting instructions are available on the Company’s website at https://investors.lemonsoft.fi/annual-general-meeting. Further information regarding registration and advance voting is available by telephone during the registration period of the Annual General Meeting on +358 10 2818 909 on weekdays from 9:00 to 12:00 and from 13:00 to 16:00.

3. Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise their rights at the Annual General Meeting by way of proxy representation. A proxy authorized by a shareholder may also attend the meeting only by voting in advance on behalf of the shareholder as described in this invitation.

The proxy must identify to the electronic registration service and advance voting in person with strong identification, after which he or she will be able to register and vote in advance on behalf of the shareholder he or she represents. A proxy representative shall present a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting. The right of legal representation can be demonstrated by utilizing the suomi.fi authorizations service available in the electronic registration service. If a shareholder takes part in the Annual General Meeting through several proxy representatives representing the shareholder based on shares on different book-entry accounts, the shares based on which each proxy representative represents the shareholder must be reported in conjunction with registration.

The power of attorney template and advance voting form will be available on the company’s website at https://investors.lemonsoft.fi/annual-general-meeting on 15 March 2022 at the latest.

The duly completed and signed powers of attorney, together with the duly completed and signed advance voting form, shall be submitted by the shareholder's proxy representative in accordance with the instructions given on the form, primarily as an attachment for electronic registration and advance voting, or alternatively by e-mail to agm@innovatics.fi before the expiry of the advance voting period, which is when the powers of attorney must have been received. Shareholders’ proxy representatives must also vote in advance as set out in this notice.

The mere submission of authorization documents to the company or Innovatics Oy does not result in the shareholder's advance votes being taken into account. In addition, the successful registration of a shareholder's registration and advance voting requires that the proxy notifies the shareholder and votes in advance on his or her behalf as described in this invitation.

4. Holders of nominee-registered shares

Holders of nominee-registered shares have the right to take part in the Annual General Meeting by virtue of shares, based on which he/she on the record date of the Annual General Meeting, 24 March 2022, would be entitled to be registered in the shareholder register of the company held by Euroclear Finland Oy. The right to participate in the Annual General Meeting also requires that the shareholder has been temporarily registered into the shareholder register held by Euroclear Finland Oy no later than on 31 March 2022 at 10 a.m. on the basis of such shares. With regard to nominee-registered shares, this constitutes registration for the Annual General Meeting. Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of voting rights held in the meeting.

A holder of nominee-registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholder register of the company, the issuing of proxy documents and registration for the Annual General Meeting from their custodian bank. The account management organization of the custodian bank has to register the holder of nominee-registered shares into the temporary shareholders’ register of the company and see to advance voting on behalf of the nominee-registered shareholder at the latest by the time stated above.

5. Other instructions/information

Shareholders holding a minimum of one-hundredth of all shares in the company have the right to make a counterproposal to the decision proposals included in the agenda of the Annual General Meeting to be voted on. Such counterproposals shall be submitted to the company by email at agm@lemonsoft.fi by 10 March 2022 at 4 p.m. at the latest. The shareholders making a counterproposal shall present an account of their holding upon submitting the counterproposal. The counterproposal will be reviewed by the Annual General Meeting, provided that the shareholder has the right to participate in the Annual General Meeting and the shareholder holds a minimum of one-hundredth of all shares in the company on the record date of the Annual General Meeting. If the counterproposal is not reviewed by the Annual General Meeting, any votes cast in favour of the counterproposal will be ignored. The company will publish any counterproposals included in the agenda for voting on the company's website https://investors.lemonsoft.fi/annual-general-meeting by 15 March 2022.

A shareholder may present questions referred to in chapter 5, section 25 of the Limited Liability Companies Act concerning matters reviewed at the meeting until 21 March 2022 at 4 p.m. though the electronic registration service or by email to agm@lemonsoft.fi. Such shareholder questions, answers by the company’s management and any counterproposals not included in the agenda for voting will be available on the company’s website at https://investors.lemonsoft.fi/annual-general-meeting on 25 March 2022 at the latest. A prerequisite for presenting questions and counterproposals is that the shareholder presents an adequate account of their shareholding.

On the day of the notice of the meeting, 4 March 2022, Lemonsoft Oyj had a total of 18,273,726 shares and votes.

Vaasa, 4 March 2022

LEMONSOFT OYJ

Board of Directors

About Us

LEMONSOFT OYJ: NOTICE OF THE ANNUAL GENERAL MEETING

Lemonsoft Oyj Company Announcement 04.03.2022 at 10.00 EET

A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING

At the Annual General Meeting, the following matters will be considered:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of a person to scrutinize the minutes and a person to supervise the counting of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the financial statements, the report of the Board of Directors and the auditor's report for the year 2021

The CEO of the company Kari Joki-Hollanti presents the review at the webcast of the Annual General Meeting.

7. Adoption of the financial statements

8. Resolution on the use of the profit shown on the balance sheet and authorizing the Board of Directors to resolve on the distribution of dividends

The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.13 per share be paid according to the confirmed balance sheet for the accounting period ending on 31 December 2021, meaning that a total of EUR 2,400,000 be paid in dividends. The dividend shall be paid to shareholders registered on the record date, 24 March 2022, as a shareholder in the company’s shareholders’ register maintained by Euroclear Finland Oy. The Board of Directors proposes that dividend be paid on 20 April 2022.

The Board of Directors proposes that the share of profits not paid out in dividends for the accounting period be transferred on the company’s account for retained earnings.

9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the last financial year

10. Resolution on the remuneration of the members of the Board of Directors and reimbursement of travel expenses

The Board of Directors proposes for the Board to consist of five (5) actual members.

11. Election of members of the Board of Directors

12. Resolution on the remuneration of the auditor

The Board of Directors proposes to the Annual General Meeting that the remuneration of the auditor be paid according to reasonable invoice submitted by the auditor.

13. Election of the auditor

14. Audit Committee and resolution on the remuneration of its members

monitor and assess the financial reporting system;
monitor and assess the effectiveness of internal control, internal audit and risk management systems;
monitor and assess the compliance of agreements and other legal transactions between the company and its related parties with the requirements of relating to the ordinary course of business and market conditions;
to monitor and assess the independence of the auditor and, in particular, the non-audit services provided by the auditor; and
monitor the company's audit and prepare the election of the company's auditor.

15. Establishment of a Shareholders’ Nomination Board

In addition, the Board of Directors proposes that the Annual General Meeting approve the Charter of the Shareholders’ Nomination Board attached as appendix.

16. Authorising the Board of Directors to decide on a share issue and the issuance of options and other special rights entitling to shares

The maximum total number of shares to be issued by virtue of the authorization is 2,000,000 shares. The authorization applies to both new shares and treasury shares held by the company. The authorization may be used to finance or carry out acquisitions or other transactions, to carry out the company’s share-based incentive schemes, to improve the company's capital structure, or for other purposes decided by the Board. The authorisation entitles the Board of Directors to resolve on all the conditions of the issuance of shares and the issuance of special rights entitling to shares, including the right to deviate from the shareholders’ pre-emptive subscription right.

17. Closing of the meeting

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

The minutes of the Annual General Meeting will be available on the above-mentioned website as of 15 April 2022.

C. INSTRUCTIONS FOR MEETING PARTICIPANTS

1. Shareholder registered in the list of shareholders

2. Registration and advance voting

via the company’s website at https://investors.lemonsoft.fi/annual-general-meeting

Electronic registration and advance voting require strong identification of the shareholder or his or her legal representative with Finnish or Swedish bank IDs or a mobile ID.

by mail or email

A shareholder voting in advance by mail or e-mail should submit the advance voting form available on the company’s website on 15 March 2022 at the latest, or corresponding information by mail to the address Innovatics Oy, Annual General Meeting/Lemonsoft Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki or by email to agm@innovatics.fi.

3. Proxy representative and powers of attorney

The power of attorney template and advance voting form will be available on the company’s website at https://investors.lemonsoft.fi/annual-general-meeting on 15 March 2022 at the latest.

4. Holders of nominee-registered shares

5. Other instructions/information

On the day of the notice of the meeting, 4 March 2022, Lemonsoft Oyj had a total of 18,273,726 shares and votes.

Vaasa, 4 March 2022

LEMONSOFT OYJ

Board of Directors

About Us

Lemonsoft Oyj’s Financial Statements Bulletin for 1 January – 31 December 2021: Strong sales growth continued, successful listing on First North marketplace

Lemonsoft Oyj Financial Statements Bulletin 16.2.2022 at 10.30 EET

OCTOBER – DECEMBER 2021

Net sales increased 35.2% and was EUR 4,943 thousand (3,656)
Adjusted EBITDA was EUR 1,269 thousand (1,241), 25.7% (33.9) of net sales
EBIT was EUR -298 thousand (1,026), -6.0% (28.1) of net sales
Adjusted EBIT was EUR 1,207 thousand (1,213), 24.4% (33.2) of net sales
Profit for the period was EUR -364 thousand (742), -7.4% (20.3) of net sales
Lemonsoft Oyj was listed on Nasdaq First North Growth Market Finland in November 2021. In connection with the IPO, the company raised gross proceeds of approximately EUR 15 million and gained more than 5,200 new shareholders. Extraordinary costs related to the IPO amounted to EUR 1.4 million, of which EUR 1.2 million in the last quarter of 2021

JANUARY – DECEMBER 2021

Net sales increased 26.8% and was EUR 17,227 thousand (13,588)
Adjusted EBITDA was EUR 5,635 thousand (4,683), 32.7% (34.5) of net sales
EBIT was EUR 3,070 thousand (3,906), 17.8% (28.7) of net sales
Adjusted EBIT was EUR 5,411 thousand (4,428), 31.4% (32.6) of net sales
Profit for the period was EUR 2,272 thousand (2,976), 13.2% (21.9) of net sales
Acquisition of Metsys Oy, which specializes in warehouse management solutions (WMS), in February 2021; asset purchase of Talosofta, ERP system for construction and housing, in June 2021; and acquisition of PlanMill Oy, which specializes in ERP systems for professional services providers, in August 2021

Key figures

EUR 1,000	10-12/2021	10-12/2020	1-12/2021	1-12/2020
Net sales	4,943	3,656	17,227	13,588
Net sales growth, %	35.2 %	28.0 %	26.8 %	27.7 %
SaaS	3,741	2,691	12,996	10,316
Transaction	298	283	1,084	956
Consulting and other	904	681	3,148	2,316

Gross margin	4,380	3,179	15,335	11,941
Gross margin, % of net sales	88.6%	87.0%	89.0%	87.9%
EBITDA	52	1,260	4,231	4,794
EBITDA, % of net sales	1.1 %	34.5 %	24.6 %	35.3 %
Adjusted EBITDA *	1,269	1,241	5,635	4,683
Adjusted EBITDA, % of net sales	25.7 %	33.9 %	32.7 %	34.5 %
EBIT	-298	1,026	3,070	3,906
EBIT, % of net sales	-6.0 %	28.1 %	17.8 %	28.7 %
Adjusted EBIT **	1,207	1,213	5,411	4,428
Adjusted EBIT, % of net sales	24.4 %	33.2 %	31.4 %	32.6 %
Profit of the period	-364	742	2,272	2,976
Profit of the period, % of net sales	-7.4 %	20.3 %	13.2 %	21.9 %

Equity ratio, %	75.0 %	61.6 %	75.0 %	61.6 %
Net debt	-15,760	-3,099	-15,760	-3,099
Gearing, %	-71.7 %	-44.3 %	-71.7 %	-44.3 %
Earnings per share (EPS)	-0.02	1,091.32	0.39	4,375.92
Number of employees at end of period	153	110	153	110
Outstanding shares at end of period	18,273,726	680	18,273,726	680
Average outstanding shares during the period	17,849,151	680	5,879,408	680

* Adjusted EBITDA is EBITDA adjusted by costs related to the acquisitions and the IPO as well as certain extraordinary items (Covid-19 reduction of pension contribution and Business Finland’s aid)
** Adjusted EBIT is EBIT adjusted by goodwill amortizations, costs related to the acquisitions and the IPO as well as certain extraordinary items (Covid-19 reduction of pension contribution and Business Finland’s aid)

CEO Kari Joki-Hollanti

“Lemonsoft’s business continued in 2021 on a strong growth trajectory – net sales increased by 26.8% due to accelerated new customer sales, additional sales to the existing customer base as well as acquisitions. We gained new customers in all of our customer industries, especially in industrial manufacturing and wholesale and retail. We made three acquisitions during the year and in November we completed a successful IPO on Nasdaq First North. Despite significant growth investments, completed acquisitions and the IPO, our profitability remained on a good level.

The number of customers continued to grow and was ca. 6,800 at the end of 2021, compared to ca. 6,100 at the end of 2020. Revenue churn decreased slightly from previous year and was 3.1% of net sales, compared to 3.4% in 2020. Net Revenue Retention (NRR) remained at the same level as in 2020 at 108%.

We focused on new customer acquisition during the year and we gained 31.8% more new customers compared to 2020. At the same time, we developed our organization through additional recruitments and reorganization, e.g. within customer service. We managed to keep customer satisfaction in support services on a high-level (92% on average) throughout the year.

In line with our strategy, we invest heavily in R&D, especially with regards to direct customer needs. One of the big projects was a single-sign-in user management, which we completed in late 2021. We also released two completely new products: WorkIn, a platform solution that allows you to employ a person or get employed, and Regista, which allows a company to define its business processes and integrate them into an ERP system. Our e-commerce solution LemonShop also developed well, supported by both the COVID-19 pandemic and general digitalization.

Through acquisitions, our objective is to strengthen our market position, enter into a new industry vertical or obtain new competencies. In February 2021, we acquired Metsys Oy, which brought us strong expertise in developing demanding WMS solutions. Metsys' customers are large international industrial companies for which a warehouse management solution is tailored to meet their needs. With Metsys, we are now also present in Jyväskylä. The second acquisition of the year took place in June through a asset purchase of Talosofta from Alma Media. Talosofta is specially designed for prefabricated house manufacturers and strengthens our position in the construction industry. With the acquisition we also opened a new office in Oulu. The third acquisition of the year was PlanMill Oy in August. PlanMill specializes in solutions for professional service providers serving domestic and international customers. Our goal is to significantly strengthen our position in this sector.

In 2021, we increased our personnel with almost 50 new Lemonsoft employees, partially through acquisitions. We gained new leadership experience with Jan-Erik Lindfors starting as Deputy CEO in spring 2021. We have shared our responsibilities in a clear way: CEO focuses on product and technology, and Deputy CEO on sales, marketing and customer service.

In 2022, we will continue executing our strategy, which can be summed up in the phrase “for your business”. We develop solutions that help companies improve their own business. Our aim is to continue to grow and to focus heavily on R&D. Developing the competence of our personnel and to help them enjoy their work will also continue to be a priority. I would like to thank our personnel for their excellent work during the past year as well as our new shareholders for their confidence in Lemonsoft.”

Group Financial Development

Group financial result and profitability

October-December 2021
Lemonsoft's net sales for the review period were EUR 4,943 thousand (3,656). Net sales increased by EUR 1,287 thousand, 35.2%, and organic growth was 13.1%. Net sales grew especially due to new customer acquisition, the acquisitions of Metsys Oy and Planmill Oy and the asset purchase of Talosofta.

The share of SaaS income of the group's total net sales during the review period was 75.7% (73.6), the share of transaction income 6.0% (7.7), and consulting and other income 18.3% (18.6).

The Group's EBITDA for the period was EUR 52 thousand (1,260), 1.1% (34.5) of net sales. EBITDA for the review period was affected especially by extraordinary expenses related to the IPO, which amounted to 1.2 million euros during the review period. Adjusted EBITDA was EUR 1,269 thousand (1,241), 25.7% (33.9) of net sales. In addition to costs related to the IPO, adjusted EBITDA was affected by increased salary costs due to front-loaded recruitments and higher other operating costs. During the review period, 13 new employees started at Lemonsoft and a new office was established in Oulu.

EBIT was EUR -298 thousand (1,026), -6.0% (28.1) of net sales. Adjusted EBIT was EUR 1,207 thousand (1,213), 24.4% (33.2) of net sales. Adjusted EBIT is EBIT adjusted by goodwill amortizations, in addition to costs related to the acquisitions and the IPO. In addition to costs related to the IPO, adjusted EBITDA was affected by increased salary costs due to front-loaded recruitments and higher other operating costs.

Profit for the period was EUR -364 thousand (742), -7.4% (20.3) of net sales.

Cash flow from operating activities during the review period was EUR 269 thousand (1,372). The cash flow from operating activities was affected by extraordinary expenses related to the IPO.

January-December 2021
Lemonsoft's net sales for the period were EUR 17,227 thousand (13,588). Net sales increased by EUR 3,639 thousand, 26.8%, and organic growth was 13.4%. Net sales grew especially due to new customer acquisition, the acquisition of Metsys Oy and for the second half of the year due to the acquisition of Planmill Oy and the asset purchase of Talosofta.

The share of SaaS income of the group's total net sales during the period was 75.4% (75.9), the share of transaction income 6.3% (7.0), and consulting and other income 18.3% (17.0).

The Group's EBITDA for the period was EUR 4,231 thousand (4,794), or 24.6% (35.3) of net sales. EBITDA for the period was affected by extraordinary expenses related to the IPO. Adjusted EBITDA was EUR 5,635 thousand (4,683), or 32.7% (34.5) of net sales. Costs related to the listing during the financial year were EUR 1.4 million and costs related to the acquisitions were EUR 62 thousand (34). Adjusted EBITDA for the financial year was also affected by higher salary costs for the fourth quarter as well as higher other operating costs.

EBIT was EUR 3,070 thousand (3,906), 17.8% (28.7) of net sales. Adjusted EBIT was EUR 5,411 thousand (4,428), 31.4% (32.6) of net sales.

Profit for the period was EUR 2,272 thousand (2,976), 13.2% (21.9) of net sales.

Cash flow from operating activities during the period was EUR 3,994 thousand (4,455). The cash flow from operating activities was affected by extraordinary expenses related to the IPO.

Balance sheet, financing and investments
The balance sheet total at the end of the review period was EUR 29,798 thousand (11,823). The balance sheet total was increased mainly due to the IPO, which increased cash and bank receivables to EUR 19,060 thousand (5,099). In addition, the acquisitions of Metsys Oy, PlanMill Oy and the Talosofta business increased the balance sheet total, increasing the amount of consolidated goodwill to EUR 5,478 thousand (3,207) at the end of the financial year. The share of other investments increased with the investment in business premises in Vaasa, with investments amounting to EUR 1,874 thousand (1,494) at the end of the financial year.

The company has not capitalized any R&D costs during the financial year or the comparison period.

The Group's equity at the end of the financial year was EUR 21,991 thousand (6,988). Equity was increased by the IPO, as a result of which the invested unrestricted equity fund increased to EUR 14,980 thousand (41) at the end of the financial year. A dividend of EUR 2,210 thousand was distributed to shareholders during the financial year.

Equity ratio at the end of the review period was 75.0% (61.6) and interest-bearing debt was EUR 3,300 thousand (2,000).

Personnel, management and administration

Lemonsoft Group's average number of employees 129 (102) during the year. The number of employees was 153 (110) at the end of the year. By increasing the number of employees we have focused on strengthening the entire organization. As a result of 3 completed acquisitions we received 24 new employees. Due to a combination of investments on recruitments and acquisitions, the number of employees increased by more than 39% during the year.

Our personnel, 153 employees on 31 December 2021, is divided as follows:

R&D 85 employees
Customer service 35 employees
Sales 16 employees
Other functions, a total of 17 employees

Lemonsoft's organization was reformed in June 2021, after which the Group Management Team consists of CEO Kari Joki-Hollanti, Deputy CEO Jan-Erik Lindfors (in charge of sales, marketing and customer service), Sales Director Timur Karakan, Customer Experience Director Janika Vilponen, Director of Product Management Pauli Siirtola and CFO Mari Erkkilä. One of the focus areas of our strategy is also M&A acquisitions, which we invested in by recruiting Alpo Luostarinen (Director, M&A and IR), who is responsible for acquisitions and investor relations.

Annual General Meeting

Lemonsoft Oyj’s Annual General Meeting was held on 11th March 2021. The Annual General Meeting adopted the financial statements for the year 2020 and discharged the members of the Board of Directors and the CEO from liability.

The Annual General Meeting elected four members to the Board of Directors; Christoffer Häggblom, Michael Richter, Kari Joki-Hollanti and Jani Tyyni. The Board elected Christoffer Häggblom as Chairman from among its members. Jani Tyyni resigned from the Board of Directors in April 2021. The Annual General Meeting decided that the Chairman of the Board be paid EUR 1,500 per month and the ordinary members of the Board EUR 1,000 per month.

The Annual General Meeting decided that KPMG will continue as the company's auditor. Mari Kaasalainen, Authorized Public Accountant, will continue as the responsible auditor appointed by the audit firm. It was decided to pay the auditor a fee in accordance with the agreement.

Unanimous decision of the shareholders

On August 30, 2021, Lemonsoft Oyj made the following resolutions by unanimous decision of the shareholders:

Ilkka Hiidenheimo and Saila Miettinen-Lähde were elected as new members of the company's Board of Directors. Christoffer Häggblom (Chairman), Kari Joki-Hollanti and Michael Richter will continue as old members of the Board.

The remuneration paid to the members of the Board of Directors was increased as follows:

the remuneration paid to the Chairman of the Board is EUR 3,000 per month (previously EUR 1,500 per month); and
The remuneration paid to the other members of the Board of Directors is EUR 1,500 per month each (previously EUR 1,000 per month).

It was decided to change the company's legal entity type to a public limited company and to increase the company's share capital. At the same time, it was decided to carry out a share split, in which 24,999 shares were issued for each existing share. Simultaneously, it was decided to amend the company's Articles of Association to meet the requirements of the Nasdaq First North Growth Market Finland marketplace.

The Board of Directors was authorized to decide on a share issue. A maximum of 1,000,000 shares may be issued under the authorization. The authorization is valid until the next Annual General Meeting, but no later than 30 June 2022.

In addition, it was noted that the company's auditor KPMG Oy Ab has announced that Lemonsoft’s principal auditor will change and that the new principal auditor will be Authorized Public Accountant Kim Järvi.

Shares and shareholders

Share capital and number of shares
The company has one series of shares and all shares have equal rights. At the end of the financial year, Lemonsoft’s share capital consisted of 18,273,726 (680) shares. The average number of shares during the financial year was 5,879,408 (680). The share split has been taken into account in the number of shares.

The company's share is traded on the First North Growth Market Finland marketplace maintained by Nasdaq Helsinki Oy. During the review period, the highest share price was EUR 20.00 and the lowest EUR 14.05. The closing price on 30 December 2021 was EUR 18.00. The market value of the company at the closing price of the review period was approximately EUR 328.9 million.

On 31 December 2021, the company had a total of 2,870 shareholders. The company's largest shareholders can be found on the company's investor website at https://investors.lemonsoft.fi/osakkeenomistajat/.

Authorizations of the Board of Directors
On 30 August 2021, Lemonsoft Oyj decided by unanimous resolution of the shareholders to authorize the Board of Directors to decide on a share issue. A maximum of 1,000,000 shares may be issued under the authorization. The authorization is valid until the next Annual General Meeting, but not later than 30 June 2022.

Significant short-term risks and uncertainties

The biggest challenge for our industry is the availability of skilled personnel. To maintain strong growth, Lemonsoft is investing heavily in recruiting new employees with strong expertise. The company's success and opportunities for organic growth depend largely on how well we are able to recruit, motivate and engage more skilled personnel and maintain and develop our expertise.

Possible weakening of the business of Lemonsoft's customer companies could result in e.g. reduced investments by industrial manufacturing companies and the need for subcontracting chains. This would also have a negative impact on the demand for ERP systems, which could slow down the development of Lemonsoft’s new sales and upselling potential to the existing customer base.

Global pandemics such as the Covid-19 pandemic may also have a direct and indirect impact on Lemonsoft’s business. In addition, pandemics may pose business and bankruptcy risks to the Lemonsoft’s customers, which in turn may affect Lemonsoft’s business and cash position. The company constantly monitors the development of the situation from a risk management perspective.

The ERP market is generally a highly competitive market and the industry is fragmented. Smaller players are primarily focused in a specific sector of SMEs and larger players do not compete directly for customers in the same market. However, competition in Lemonsoft's operating markets may intensify due to existing competitors or agile new entrants.

Risks related to information security and the IT systems of service providers are a significant factor affecting the security and continuity of the company's business. Lemonsoft constantly invests in high reliability and high security systems, and strives to ensure the high quality of the services it purchases by selecting leading players in the industry as its key partners. European data protection regulations may also bring unexpected risks to Lemonsoft's operating environment.

Success in acquisitions and related integration work is a key factor for Lemonsoft's growth. The company has made several acquisitions in recent years and also aims to continue to grow through acquisitions. There may be unexpected risks associated with target companies and their integration into Lemonsoft.

Board of Director’s proposal for dividend

At the end of the financial year 2021, the Group's parent company’s distributable funds were EUR 24,120 thousand and the net result of the Group's parent company for the financial year was EUR 4,155 thousand. There have been no material changes in the company's financial position since the end of the financial year.

Lemonsoft Oyj’s Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.13 per share be paid for the financial year ended 31 December 2021, i.e. a total dividend of EUR 2.4 million.

Events after the reporting period

There were no significant events after the reporting period.

Outlook 2022

Lemonsoft's goal is to continue steady growth, both by increasing the number of software modules offered to its existing customer base and by expanding its customer base with new customer acquisition.

Digitalisation and increasing use of ERP systems in Lemonsoft's potential customer base is expected to continue, especially in the construction industry and in industrial manufacturing and logistics. ERP is a key system for management and continuation of a customer's business, based on which customer retention is also expected to remain at the current high level.

Recruitment made in the second half of 2021 will weaken relative profitability in the first half of 2022 compared to the second half.

Profit forecast for 2022

Lemonsoft estimates that the net sales for the financial year 2022 will increase by 23-28 percent compared to the financial year 2021, and that adjusted EBIT will be 30-35 percent of net sales in 2022.

Financial information and Annual General Meeting in 2022

Lemonsoft Oyj will publish the following financial information in 2022:

Interim Report January – March 2022 on Wednesday 27 April 2022
Half-year Report January-June 2022 on Friday, 22 July 2022
Interim Report January – September 2022 on Friday, 28 October 2022

The company's annual report for the financial year ending 31 December 2021 is scheduled for publication in the week beginning 14 March 2022.

Lemonsoft's Annual General Meeting is scheduled to be held on Tuesday, 5th of April 2022.

Lemonsoft Oyj
Board of Directors

For further information, please contact:

Kari Joki-Hollanti
CEO
kari.joki-hollanti@lemonsoft.fi
+358 44 730 9271

Alpo Luostarinen
Director, M&A and IR
alpo.luostarinen@lemonsoft.fi
+358 50 911 3507

Certified Adviser:
Danske Bank A/S, Finland Branch, +358 40 841 3052

About Lemonsoft Oyj

Lemonsoft is a Finnish software company that designs, develops and sells ERP software solutions to streamline its customers’ processes across different business lines and administration. The extensive offering of software solutions and related services enables the company to provide its customers with holistic service. The company’s standardized and scalable software solutions are delivered mainly from the cloud and are based on the SaaS model in which customers pay a monthly service fee for the use of the software. The company operates in the ERP software market in Finland primarily as a service provider for SMEs. As of the date of this press release, the company’s customer base consists of over 6,800 customer companies using the Company’s software solutions, including customers from especially industrial manufacturing, wholesale and retail, professional services automation, construction and accounting.

Get to know us better at www.lemonsoft.fi.

Distribution

Nasdaq Helsinki Oy
Principal media

TABLES
Accounting principles for the review period

The figures have been prepared in accordance with Finnish Accounting Standards (FAS).

The figures in the financial report are unaudited.

CONSOLIDATED INCOME STATEMENT

EUR 1,000	10-12/2021	10-12/2020	1-12/2021	1-12/2020

NET SALES €	4,943	3,656	17,227	13,588
Other operating income	1	-14	45	56
Materials and services	-563	-477	-1,893	-1,647
Personnel expenses	-2,538	-1,671	-8,091	-6,065
Depreciation and amortization
Depreciation	-146	-98	-462	-425
Goodwill amortization	-204	-136	-699	-463
Total depreciation and amortization	-350	-233	-1,161	-889
Other operating expenses	-1,791	-235	-3,059	-1,137
EBIT	-298	1,026	3,070	3,906
Financial income and expenses	27	-8	16	-13
PROFIT (LOSS) BEFORE TAXES	-270	1,019	3,086	3,892
Income taxes	-80	-277	-778	-917
Minority share	13	0	35	0
PROFIT (LOSS) FOR THE FINANCIAL YEAR	-364	742	2,272	2,976

CONSOLIDATED BALANCE SHEET

EUR 1,000	12/2021	12/2020
NON-CURRENT ASSETS
Intangible assets	6,484	3,708
Tangible assets	533	625
Investments	1,874	1,495
TOTAL NON CURRENT ASSETS	8,891	5,828
CURRENT ASSETS
Inventories	52	27
Current receivables	1,795	870
Cash at bank and on hand	19,060	5,099
TOTAL CURRENT ASSETS	20,907	5,995
Total Assets	29,798	11,823


EQUITY	21,991	6,988
Minority interest	30	0
LIABILITIES
Non-current liabilites	2,400	1,500
Current liabilities	5,377	3,335
TOTAL LIABILITIES	7,777	4,835
Total equity and liabilities	29,798	11,823

CONSOLIDATED CASH FLOW STATEMENT

EUR 1,000	10-12/2021	10-12/2020	1-12/2021	1-12/2020
Cash flow from operating activities:
Profit (Loss) before extraordinary items	-270	1,019	3,086	3,892
Adjustments	336	228	1,182	919
Cash flow before change in working capital	65	1,246	4,267	4,811
Change in working capital	225	395	328	486
Cash flow from operating activities before fin. items and taxes	290	1,641	4,595	5,297
Net financial items and taxes	-21	-269	-602	-842
Net cash from operating activities (A)	269	1,372	3,994	4,455

Cash flow from investing activities:
Acquisition of intangible and tangible assets	107	7	-2,560	-239
Proceeds from sale of tangible and intangible assets	32	0	107	57
Acquired shares in subsidiaries	0	-136	-1,236	-3,420
Net cash used in investing activities (B)	-241	-129	-4,069	-3,602

Cash flow from financing activities:
Dividends paid	0	0	-2,210	-1,530
Repayment of non-current loans	-450	-250	1,300	2,000
Net cash from financing activities (C)	14,495	-250	14,035	470

Change in cash at hand and in banks (A + B + C) increase (+) / decrease (–)	14,523	993	13,960	1,323

Cash at hand and in banks at 1 January	4,537	4,107	5,100	3,776
Cash at hand and in banks at 31 December	19,060	5,100	19,060	5,099
Change in cash	14,523	993	13,960	1,323

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

EUR 1,000	1-12/2021	1-12/2020

Restricted equity
Share capital at 1 January	8	8
Increase of share capital 31.8.	72	0
Share capital at the end of reporting period	80	8
Total resricted equity	80	8

Free equity
Invested unrestricted equity reserve 1 January	36	0
IPO 16.11.	14,945	0
Invested unrestricted equity reserve at the end of reporting period	14,980	47
Invested unrestricted equity reserve total	14,980	47

Retained earnings at 1 January *	6,935	5,294
Dividends distributed	-2,210	-1,530
Increase of share capital 31.8.	-72	0
Retained earnings at the end of reporting period	4,658	3,764

Profit for the financial year	2,272	2,976
Total free equity	21,911	6,786

Capital loans
Capital loans 1 January	200	0
Transfer of capital loan	-200	0
Capital loans at the end of reporting period	0	200
Total capital loan	0	200

TOTAL EQUITY	21,991	6,994

GROUP’S COMMITMENTS

EUR 1,000	12/2021	12/2020

Rental obligations
Rental obligations < 1 y	200	40
Rental obligations > 1 y	5	0
Total rental obligations	205	40

Lease obligations
Lease obligations < 1 y	1	12
Lease obligations > 1 y	0	0
Residual value liability for leasing	0	69
Total lease obligations	1	81

Collateral securities
Cash pledges (movable object, security)*	1,073	1,073
Business mortgage, parent company	2,000	500
Total collateral securities	3,073	1,573

*The value of cash pledges corresponds to the purchase price of the pledged real estate shares

CALCULATION OF KEY FIGURES

Gross margin = Net sales – materials and services

EBITDA = EBIT + Depreciation, amortization and impairment

Adjusted EBITDA = EBIT + Depreciation and amortization – Covid-19 reduction of pension contribution – Business Finland’s aid + M&A costs + IPO costs

Operating profit (EBIT) = Net sales + other operating income – materials and services – personnel expenses – other operating expenses – depreciation, amortization and impairment

Adjusted EBIT = EBIT – Covid-19 reduction of pension contribution – Business Finland’s aid + M&A costs + IPO costs + amortization of goodwill

Equity ratio, % = Equity +/- minority interest x100 / (Balance sheet total – advances received)

Gearing, % = (Interest-bearing liabilities – Cash and cash equivalents) x100 / Equity

Net debt = Loans from credit institutions – cash in hand and at bank

Earnings per share (EPS) = Earnings for the financial year / Adjusted average number of outstanding shares during the period

EBITDA AND EBIT ADJUSTMENTS

EUR 1,000	10-12/2021	10-12/2020	1-12/2021	1-12/2020
EBITDA	52	1,260	4,231	4,794
EBITDA, % of net sales	1.1 %	34.5 %	24.6 %	35.3 %
Covid-19, pension relief	0	-33	0	-89
Business Finland subsidies	0	14	-45	-56
M&A and IPO costs	1,216	0	1,449	34
Adjusted EBITDA *	1,269	1,241	5,635	4,683
Adjusted EBITDA, % of net sales	25.7 %	33.9 %	32.7 %	34.5 %

1 000 euroa	10-12/2021	10-12/2020	1-12/2021	1-12/2020
EBIT	-298	1,026	3,070	3,906
EBIT, % of net sales	-6.0 %	28.1 %	17.8 %	28.7 %
Covid-19 pension relief	0	-33	0	-89
Business Finland subsidies	0	14	-45	-56
M&A and IPO costs	1,216	0	1,449	34
Goodwill amortization	288	206	937	633
Adjusted EBIT **	1,207	1,213	5,411	4,428
Adjusted EBIT, % of net sales	24.4 %	33.2 %	31.4 %	32.6 %

About Us

Lemonsoft is a Finnish software company that designs, develops and sells ERP software solutions to streamline its customers’ processes across different business lines and administration. The extensive offering of software solutions and related services enables the Company to provide its customers with holistic service. The Company’s standardised and scalable software solutions are delivered mainly from the cloud and are based on the SaaS model in which customers pay a monthly service fee for the use of the software. The Company operates in the ERP software market in Finland primarily as a service provider for SMEs. As of the date of this press release, the Company’s customer base consists of over 6,600 customer companies using the Company’s software solutions, including customers from especially industrial manufacturing, wholesale and retail, professional services automation, construction and accounting.

Lemonsoft Oyj’s financial information and Annual General Meeting in 2022

Lemonsoft Oyj's financial information and Annual General Meeting in 2022

Lemonsoft Oyj – Company Announcement – 20.12.2021 at 12.15 (EET)

Lemonsoft Oyj will publish the following financial information in 2022:

Financial Statements Bulletin January – December 2021 on Wednesday, 16.2.2022
Interim Report January – March 2022 on Wednesday. 27.4.2022
Half-year Report January-June 2022 on Friday, 22.7.2022
Interim Report January – September 2022 on Friday, 28.10.2022

The Annual Report for the year 2021 is estimated to be published during week 11.

Lemonsoft adheres to a 30-day silent period in its communication with investors and the media preceding the publication of the company’s interim reports, half-year report and financial statement bulletin.
Annual General Meeting is planned to be held on Tuesday, the 5th of April 2022. Lemonsoft’s Board of Directors will summon the meeting at a later date.

Further enquiries:

Kari Joki-Hollanti, CEO, +358 44 730 9271

Alpo Luostarinen, M&A Manager, +358 50 911 3507

Certified Advisor:

Danske Bank A/S, Finland Branch, +358 40 841 3052

About Us

Lemonsoft is a Finnish software company that designs, develops and sells ERP software solutions to streamline its customers’ processes across different business lines and administration. The extensive offering of software solutions and related services enables the Company to provide its customers with holistic service. The Company’s standardised and scalable software solutions are delivered mainly from the cloud and are based on the SaaS model in which customers pay a monthly service fee for the use of the software. The Company operates in the ERP software market in Finland primarily as a service provider for SMEs. As of the date of this press release, the Company’s customer base consists of over 6,600 customer companies using the Company’s software solutions, including customers from especially industrial manufacturing, wholesale and retail, professional services automation, construction and accounting.

Lemonsoft Oyj – Managers’ Transactions – Rite Internet Ventures Holding AB

Lemonsoft Oyj – Managers' Transactions – Rite Internet Ventures Holding AB

Lemonsoft Oyj – Managers' Transactions 30.11.2021
____________________________________________
Person subject to the notification requirement
Name: Rite Internet Ventures Holding AB
Position: Closely associated person
(X) Legal person

(1):Person Discharging Managerial Responsibilities In Issuer
Name: Häggblom, Christoffer
Position: Member of the Board

Issuer: Lemonsoft Oyj
LEI: 743700OHBVFFCVF69E45
____________________________________________

Notification type: AMENDMENT
Reference number: 743700OHBVFFCVF69E45_20211129172520_7
Amendment comment:
In connection with Lemonsoft's IPO, Rite Internet Ventures Holding AB has granted Danske Bank A/S, Finland Branch, an option to purchase a maximum of 685,264 Lemonsoft shares at the subscription price of the IPO solely to cover over-allotments. Danske Bank will purchase 685,264 Lemonsoft shares from Rite under the over-allotment option.
____________________________________________
Transaction date: 2021-11-25
Venue: FIRST NORTH FINLAND (FNFI)
Instrument type: SHARE
ISIN: FI4000512678
Nature of the transaction: DISPOSAL

Transaction details
(1): Volume: 685,264 Unit price: 11.82 EUR

Aggregated transactions
(1): Volume: 685,264 Volume weighted average price: 11.82 EUR
____________________________________________

Further enquiries
Alpo Luostarinen, M&A Manager, Lemonsoft Oyj
Tel. +358 50 911 3507
alpo.luostarinen@lemonsoft.fi

About Us

Lemonsoft is a Finnish software company that designs, develops and sells ERP software solutions to streamline its customers’ processes across different business lines and administration. The extensive offering of software solutions and related services enables the Company to provide its customers with holistic service. The Company’s standardised and scalable software solutions are delivered mainly from the cloud and are based on the SaaS model in which customers pay a monthly service fee for the use of the software. The Company operates in the ERP software market in Finland primarily as a service provider for SMEs. As of the date of this press release, the Company’s customer base consists of over 6,600 customer companies using the Company’s software solutions, including customers from especially industrial manufacturing, wholesale and retail, professional services automation, construction and accounting.

Lemonsoft Oyj: Exercise of over-allotment option and discontinuation of the stabilisation period

Company announcement 25 November 2021 at 7.00 p.m. EET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN PART OR IN WHOLE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

With reference to the offering circular published by Lemonsoft Oyj (”Lemonsoft” or the “Company”) on 8 November 2021 and the stock exchange release published on 16 November 2021 regarding the result of the initial public offering of Lemonsoft (the “Offering”), Lemonsoft has received notification that Danske Bank A/S, Finland Branch (“Danske Bank”), acting as stabilising manager in the Offering, has decided to fully exercise the over-allotment option granted by Rite Internet Ventures Holding AB (”Rite”). The stabilisation period has been discontinued today. No stabilisation measures have been carried out during the stabilization period.

Rite has, in connection with the Offering, granted Danske Bank an option to purchase up to 685,264 shares in the Company at the subscription price of the Offering, in order to cover any over-allotments. Danske Bank purchases 685,264 shares in Lemonsoft from Rite in accordance with the over-allotment option. After exercising the over-allotment option, Rite’s ownership in the Company will be 7,940,498 shares, representing 43.5 percent of all shares in the Company.

Additional Information:

Kari Joki-Hollanti, CEO, +358 44 730 9271

Alpo Luostarinen, M&A Manager, +358 50 911 3507

Certified Adviser:

Danske Bank A/S, Finland Branch, +358 40 841 3052

About Lemonsoft

Lemonsoft is a Finnish software company that designs, develops and sells ERP software solutions to streamline its customers’ processes across different business lines and administration. The extensive offering of software solutions and related services enables the Company to provide its customers with holistic service. The Company’s standardised and scalable software solutions are delivered mainly from the cloud and are based on the SaaS model in which customers pay a monthly service fee for the use of the software. The Company operates in the ERP software market in Finland primarily as a service provider for SMEs. As of the date of this press release, the Company’s customer base consists of over 6,600 customer companies using the Company’s software solutions, including customers from especially industrial manufacturing, wholesale and retail, professional services automation, construction and accounting.

More information available at www.lemonsoft.fi

IMPORTANT INFORMATION

This announcement is not being made in and copies of it may not be distributed or sent into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or any other jurisdiction in which the distribution or release would be unlawful.

The securities referred to herein may not be sold in the United States and such shares have not been registered or exempted from the requirement of registration under the U.S. Securities Act of 1933 (the U.S. Securities Act of 1933, as amended). The Company does not intend to register any of the securities in the United States or to conduct a public offering of the securities in the United States.

The issue, purchase or sale of securities in the Offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company and the Sole Global Coordinator assume no responsibility in the event of a violation of such restriction, by any person.

This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by the Company in any jurisdiction where such offer or sale would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

In any EEA Member State other than Finland and in the United Kingdom, this announcement is only addressed to and is only directed at qualified investors in that Member State within the meaning of Regulation (EU) 2017/1129 (“Prospectus Regulation”) and Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.

This announcement does not constitute an offer of the securities referred to herein to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom. In the United Kingdom, this announcement is being distributed to and is directed only at persons (i) who have professional experience in matters relating to investments which fall within the meaning of Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (ii) who are high net worth entities falling within Article 49 (2)(a) to (d) of the Order or (iii) to whom this announcement may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”). Any investment activity to which this announcement relates will only be available to, and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this announcement or any of its contents.

This announcement is not a prospectus as set out in the Prospectus Regulation. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The information in this announcement is subject to change.

This announcement is for information purposes only and under no circumstances shall constitute an offer or invitation, or form the basis for a decision, to invest in any securities of the Company. The Sole Global Coordinator is acting exclusively for the Company and the Selling Shareholders and no one else in connection with the Offering. The Sole Global Coordinator will not regard any other party or person as its client in relation to the Offering and will not be responsible to anyone other party or person for providing the protections afforded to its clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

The contents of this announcement have been prepared by, and are the sole responsibility of, the Company. The Sole Global Coordinator or any of its directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from this announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

Forward-Looking Statements

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialise or prove to be correct. Because these forward-looking statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. The Company does not guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events or circumstances. Undue reliance should not be placed on the forward-looking statements in this announcement. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Lemonsoft Oyj’s ten largest shareholders after the completion of the initial public offering

Company announcement 23.11.2021 klo 17.15 (EET)

The ten largest registered shareholders of Lemonsoft Oyj (the “Company”) and their shares of ownership after the completion of the initial public offering are shown in the table below based on the shareholders’ register maintained by Euroclear Finland Oy. Shareholders’ holdings are presented based on information from the shareholders’ register as of 22 November 2021 and does not include the shareholders that are nominee registered.

Shareholders	Number of Shares	*% of Shares and Votes ()**
Rite Internet Ventures Holding Ab	7,940,498 ()**	43.5
Joki-Hollanti Kari	4,779,533	26.2
Ilmarinen Mutual Pension Insurance Company	549,915	3.0
Mandatum Life	440,237	2.4
Evli Finnish Small Cap Fund	210,807	1.2
SEB Finland Small Cap	200,000	1.1
Erikoissijoitusrahasto Taaleritehdas Mikro Markka Osake	169,204	0.9
Sijoitusrahasto Säästöpankki Pienyhtiöt	169,204	0.9
Keskinäinen Vakuutusyhtiö Kaleva	113,668	0.6
Danske Invest Finnish Equity Fund	65,000	0.4
Ten largest registered shareholders, in total	14,638,066	80.1
Other shareholders	3,635,660	19.9
of which nominee-registered shares	2,651,022	14.5
In total	18,273,726	100.0

(*) The Company has a single series of shares, and each share entitles its holder to one vote in the General Meeting of Shareholders of the Company. Percentages are rounded numbers.
(**) Rite Internet Venture Holdings Ab (” Rite”) and Danske Bank A/S, Finland Branch (“Danske”) have entered into a share lending agreement in connection with the initial public offering of the Company on 17 November 2021, according to which Rite has lent 685,264 existing shares in the Company to Danske. The registered holdings of Rite, which amounts to 7,940,498 shares, does not include the lent shares.

Nominee-registered shares include the shareholdings of the following cornerstone investors: TIN Fonder, Aeternum Capital, Handelsbanken Fonder, ODIN Fonder and Grenspecialisten. In the IPO, TIN Fonder was allocated 549,915 shares (3.0 % of the shares), Aeternum Capital was allocated 338,409 shares (1.9 % of the shares), Handelsbanken Fonder was allocated 338,409 shares (1.9 % of the shares), ODIN Fonder was allocated 338,409 shares (1.9 % of the shares) and Grenspecialisten 169,204 shares (0.9 % of the shares). It is the understanding of the company that the nominee-registered shares include the shares owned by the above-mentioned corner stone investors.

Additional Information:

Kari Joki-Hollanti, CEO, +358 44 730 9271

Alpo Luostarinen, M&A Manager, +358 50 911 3507

Certified Adviser:

Danske Bank A/S, Finland Branch, +358 40 841 3052

About Lemonsoft

Lemonsoft is a Finnish software company that designs, develops and sells ERP software solutions to streamline its customers’ processes across different business lines and administration. The extensive offering of software solutions and related services enables the Company to provide its customers with holistic service. The Company’s standardised and scalable software solutions are delivered mainly from the cloud and are based on the SaaS model in which customers pay a monthly service fee for the use of the software. The Company operates in the ERP software market in Finland primarily as a service provider for SMEs. As of the date of this press release, the Company’s customer base consists of over 6,600 customer companies using the Company’s software solutions, including customers from especially industrial manufacturing, wholesale and retail, professional services automation, construction and accounting.

More information available at www.lemonsoft.fi

IMPORTANT INFORMATION

Any potential offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is not a prospectus as set out in the Prospectus Regulation. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus.

Forward-Looking Statements

Lemonsoft Oyj – Managers’ Transactions – Rite Internet Ventures Holding AB

Lemonsoft Oyj – Managers' Transactions 19.11.2021

Person subject to the notification requirement
Name: Rite Internet Ventures Holding AB
Position: Closely associated person
(X) Legal person

(1):Person Discharging Managerial Responsibilities In Issuer
Name: Häggblom, Christoffer
Position: Member of the Board

Issuer: Lemonsoft Oyj
LEI: 743700OHBVFFCVF69E45

Notification type: INITIAL NOTIFICATION
Reference number: 743700OHBVFFCVF69E45_20211118144424_7
____________________________________________

Transaction date: 2021-11-17
Venue: FIRST NORTH FINLAND (FNFI)
Instrument type: SHARE
ISIN: FI4000512678
Nature of the transaction: DISPOSAL

Transaction details
(1): Volume: 1,799,238 Unit price: 11.82 EUR

Aggregated transactions
(1): Volume: 1,799,238 Volume weighted average price: 11.82 EUR
____________________________________________

Transaction date: 2021-11-17
Venue: FIRST NORTH FINLAND (FNFI)
Instrument type: SHARE
ISIN: FI4000512678
Nature of the transaction: LENDING

Transaction details
(1): Volume: 685,264 Unit price: N/A

Aggregated transactions
(1): Volume: 685,264 Volume weighted average price: N/A
____________________________________________

Further information

Alpo Luostarinen, M&A Manager, Lemonsoft Oyj
Tel. +358 50 911 3507
alpo.luostarinen@lemonsoft.fi

About Us

Lemonsoft is a Finnish software company that designs, develops and sells ERP software solutions to streamline its customers’ processes across different business lines and administration. The extensive offering of software solutions and related services enables the Company to provide its customers with holistic service. The Company’s standardised and scalable software solutions are delivered mainly from the cloud and are based on the SaaS model in which customers pay a monthly service fee for the use of the software. The Company operates in the ERP software market in Finland primarily as a service provider for SMEs. As of the date of this press release, the Company’s customer base consists of over 6,600 customer companies using the Company’s software solutions, including customers from especially industrial manufacturing, wholesale and retail, professional services automation, construction and accounting.