News Tag: Corporate Information

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.

Lemonsoft Oyj will publish the following financial information in 2024:

• Financial Statements Bulletin 2023 on Friday 15 February 2024
• Interim Report January – March 2024 on Thursday 25 April 2024
• Half-year Report January – June 2024 on Thursday 8 August 2024
• Interim Report January – September 2024 on Tuesday 5 November 2024

Lemonsoft adheres to a 30-day silent period preceding the publication of the company’s financial reports.

The Annual Report for the year 2023 is estimated to be published during week 12.

The Annual General Meeting is planned to be held on Tuesday 9 April 2024. Lemonsoft’s Board of Directors will summon the meeting at a later date.

Lemonsoft’s new Certified Adviser for Nasdaq First North Growth Market Finland is Aktia Alexander Corporate Finance Oy.

The agreement with the Company’s current Certified Adviser, Danske Bank A/S, Finland Brance, will end on 30 November 2023. Aktia Alexander Corporate Finance Oy takes over the responsibilities of Certified Adviser on 1 December 2023.