The Annual General Meeting of Lemonsoft Oyj was held today, 14 April 2026, at Lemonsoft Oyj’s office at the address Vaasanpuistikko 20 A, 65100 Vaasa.
The Annual General Meeting adopted the annual accounts for the financial period ended on 31 December 2025 and discharged the members of the Board of Directors and the CEO from liability.
The use of the profit shown on the balance sheet and the distribution of dividends
The Annual General Meeting resolved that a dividend of EUR 0.14 per share will be paid from the company’s distributable funds according to the confirmed balance sheet for the financial period ended on 31 December 2025, corresponding to a total dividend payout of approximately EUR 2.5 million. The dividend shall be paid to shareholders who are registered on the record date, 16 April 2026, in the company’s shareholders’ register maintained by Euroclear Finland Oy. The dividend will be paid on 28 April 2026.
The Annual General Meeting also resolved that the share of profits not paid out in dividends for the financial period be transferred to the company’s retained earnings account.
Composition of the Board of Directors and remuneration to the Members of the Board and the Board’s Committees
In accordance with the proposal of the Shareholders’ Nomination Committee, the Annual General Meeting resolved that the number of members of the Board of Directors shall be six. Christoffer Häggblom, Kari Joki-Hollanti, Michael Richter, Saila Miettinen-Lähde and Ilkka Hiidenheimo were re-elected as members of the Board of Directors, and Mikael da Costa was elected as a new member of the Board of Directors. The Annual General Meeting resolved to re-elect Christoffer Häggblom as Chair of the Board of Directors.
The Annual General Meeting resolved that the remuneration for the Chair of the Board of Directors is a monthly fee of EUR 3,200, for the other members of the Board a monthly fee of EUR 1,600, and that travel expenses shall be reimbursed in accordance with the company’s travel policy. The Annual General Meeting also resolved that the Chair of the Audit Committee shall be paid a fee of EUR 1,100 per meeting and the members of the Audit Committee shall be paid a fee of EUR 550 per meeting.
Auditor
KPMG Oy Ab, Authorized Public Accountants firm, was elected as the company’s auditor. KPMG Oy Ab has informed the company that the auditor in charge will be Authorized Public Accountant Kim Järvi. The remuneration of the auditor will be paid according to a reasonable invoice submitted by the auditor.
Authorizing the Board of Directors to decide on the repurchase of the company’s own shares
The Annual General Meeting authorized the Board of Directors to decide on the repurchase of the company’s own shares on the following terms and conditions:
- By virtue of the authorization, the Board of Directors is authorized to decide on the repurchase of a maximum of 1,800,000 of the company’s own shares. The proposed maximum number of shares to be repurchased corresponds to approximately 9.9% of the company’s shares. The authorization includes the right to accept the company’s own shares as a pledge.
- The company’s own shares can be repurchased otherwise than in proportion to the existing shareholdings of the company’s shareholders (directed repurchase).
- The company’s own shares can be repurchased at the Nasdaq First North Growth Market Finland marketplace or outside of the marketplace.
- Own shares can be repurchased at a price formed on First North Growth Market Finland on the date of the repurchase or at a price otherwise determined by the markets.
- The shares shall be repurchased using the company’s unrestricted equity.
- The shares shall be repurchased for the purpose of financing or carrying out acquisitions or other arrangements, to implement the company’s incentive schemes, to develop the company’s capital structure, or for other purposes as decided by the Board of Directors.
- The Board of Directors shall decide on the other conditions related to the repurchase of the company’s own shares.
- The authorization is valid until the 2027 Annual General Meeting, but not beyond 30 June 2027. The authorization shall replace the authorization granted to the Board of Directors by the Annual General Meeting of 9 April 2025 regarding the repurchase of a maximum of 1,800,000 of the company’s own shares.
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 of Directors to decide on an ordinary or bonus issue of shares and the granting of special rights referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act in one or more instalments on the following terms and conditions:
- The number of shares to be issued under the authorization may not exceed 1,800,000 shares in total, corresponding to approximately 9.9% of all shares in the company.
- The authorization applies to both the issuance of new shares and the transfer of treasury shares held by the company.
- The authorization may be used to fund or complete acquisitions or other business transactions, to implement the company’s share-based incentive schemes, to develop the company’s capital structure, or for other purposes decided by the Board of Directors.
- The authorization entitles the Board of Directors to decide on all terms and conditions of the share issue and the granting of special rights entitling to shares, including the right to deviate from the shareholders’ pre-emptive subscription right.
- The authorization is valid until the next Annual General Meeting, but not beyond 30 June 2027, and it replaces the previous authorizations concerning directed share issues and the issuance of special rights entitling to shares.
LEMONSOFT OYJ
BOARD OF DIRECTORS