News Tag: Other Corporate Information

Lemonsoft Oyj strengthens its management team in key areas as of March 25, 2024. Marjaana Murtomaa (Chief HR Officer) and Riku Åkerblom (Chief Delivery Officer) have been appointed as new members of the management team. Murtomaa and Åkerblom will start working for Lemonsoft and as members of the management team on March 25, 2024.

The updated management team consists of the following people and roles:

Jan-Erik Lindfors, Chief Executive Officer
Mari Erkkilä, Chief Financial Officer
Kari Joki-Hollanti, Chief Product Officer
Pauli Siirtola, Director, Product management
Alpo Luostarinen, Director, M&A and Investor Relations
Marjaana Murtomaa, Chief HR Officer
Riku Åkerblom, Chief Delivery Officer

“I’m happy to welcome Marjaana and Riku as new members of the Lemonsoft management team! They are both experienced professionals with a passion for developing people, delivering B2B software solutions and have a track-record of helping customers improve their business. I believe they fit well into our entrepreneurial culture and will contribute to our continued profitable growth. As a company we need to be lean, fast and collaborative while delivering with quality and reliability towards our customers. Strengthening our organisation’s HR capabilities and our customer delivery capabilities is a key part of this!”, comments Jan-Erik Lindfors, CEO of Lemonsoft Oyj.

In her role as Chief HR Officer, Marjaana Murtomaa is responsible for Lemonsoft’s HR strategy, policies and operations as well as developing Lemonsoft’s organizational culture. Marjaana has extensive experience in HR operations in the software and SaaS industry ranging from organizational design and scaling up operations to developing and deploying and managing HR processes.

In his role as Chief Delivery Officer, Riku Åkerblom is responsible for Lemonsoft’s customer success, customer deliveries and customer support as well as developing the company’s professional services offering. Previously, Riku worked at Sympa Oy as VP, Services and has over 15 years’ experience from customer delivery and scaling up SaaS businesses in the Nordics and in Europe.

The Board of Directors of Lemonsoft Oyj has resolved to establish a new share-based incentive plan for the selected key employees of the company. The aim of the new plan is to align the objectives of the shareholders and the key employees in order to increase the value of the company in the long-term, to encourage the management to personally invest in the company’s shares, to retain the target group at the company, and to offer them a competitive incentive plan in which the participants may earn shares as a reward for performance and their personal investment.

The new Performance Matching Share Plan 2024–2028 includes three performance periods, covering financial years 2024–2026, 2025–2027 and 2026–2028. The Board will decide annually on the commencement and details of a performance period. The prerequisite for participation in the plan and receiving the reward is that the person allocates freely transferable Lemonsoft Oyj shares held by him or her to the plan or acquires the company’s shares in a number determined by the Board.

The rewards from the plan will be paid partly in the company’s shares and partly in cash. The rewards will be paid by the end of May in the year following the end of the performance period. The cash proportion is intended for covering taxes and tax-related costs arising from the reward to the participant. In general, no reward will be paid if a participant’s employment or service in the group ends before the reward payment.

The performance criterion in the first performance period 2024–2026 is the Total Shareholder Return of the company’s share (TSR). The achievement of the required TSR levels will determine the proportion out of the maximum reward that will be paid to a participant. The target group of the plan consists of 4 persons (the CEO and three members of the Management Team). The gross rewards from the first performance period 2024–2026 correspond to the value of an approximate maximum total of 77,000 Lemonsoft Oyj shares, including the proportion to be paid in cash. The final number of shares depends on the number of shares acquired by participants and the achievement of the TSR levels. The reward to be paid on the basis of Plan will be capped if the limits set by the Board for the payable reward from the performance period 2024–2026 are reached.

Lemonsoft Oyj has published the Annual Report for the financial year 2023. The Annual Report includes the Report of the Board of Directors, the Financial Statements and the Auditor's Report for 2023.

The Annual Report can be found on https://investors.lemonsoft.fi/material/.

The Annual Report is also attached to this release as a pdf file.

The Shareholders’ Nomination Board has consisted of Michael Richter (representing Rite Ventures), Jarmo Kinnunen (representing Kari Joki-Hollanti) and Jonathan Schönbäck (representing ODIN Fonder). Jarmo Kinnunen has acted as the Chair of the Nomination Board. The shareholders represented in the Nomination Board represents 72,84 % of the votes in Lemonsoft Oyj.

Shareholder’s Nomination Board’s proposal to the Annual General Meeting 2024

The Shareholder’s Nomination Board have prepared the following proposals to the 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 the renumeration to 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 and 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 Audit Committee fees, 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 (https://investors.lemonsoft.fi/board-of-directors).

The Shareholder 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 (vi) corporate governance.

The Nomination Board is of the opinion that the current composition of the Board is appropriate for the time being and that the Board Members complement each other well with regards to competences, 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 and 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 Shareholder Nomination Board’s operations

The Nomination Board has held 5 recorded meetings. All decisions made have been unanimous. Michael Richter has not participated in any decisions concerning Board Members’ and Audit Committee Members’ renumeration, being himself a member of both the Board and the Audit Committee.

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.

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

Lemonsoft Oyj's Board of Directors has decided on a directed share issue and deviation from the shareholders' preemptive right based on the authorization given by the Annual General Meeting on 4 April 2023. The share issue is related to the acquisition of Finvoicer Group Oy announced on 1 June 2023.

The additional purchase prices to be paid to the sellers of Finvoicer Group Oy ("Sellers") based on the financial results of 2023 will be paid partly by directing a total of 17,986 Lemonsoft’s new shares to the Sellers, and partly by cash consideration. The subscription price of the shares is EUR 6.22 per share, based on the volume-weighted average price of Lemonsoft Oyj’s share from 1 January to 31 January 2024. Thus, the value of the share consideration is approximately EUR 112,000 in total.

As a result of the share issue, the total number of outstanding shares in Lemonsoft Oyj will increase to 18,579,991 shares. The new shares represent approximately 0.1 percent of all Lemonsoft's shares prior to the share issue.

The new shares will carry shareholder rights as of their registration day. The new shares are to be registered in the trade register and in the book value system maintained by Euroclear Finland Oy in the week beginning 19.2.2024. The new shares are estimated to be admitted to public trading together with Lemonsoft's old shares on 23.2.2024.