Lemonsoft Oyj’s shareholders are invited to the Annual General Meeting to be held on 4 April 2023, starting at 10 a.m., at Silveria Auditorium at the address Ruutikellarintie 4, 65100 Vaasa. The reception of registered Annual General Meeting participants and the distribution of voting ballots will begin at the meeting venue at 9:30 a.m.
Shareholders may also exercise their right to vote by voting in advance. Instructions for advance voting are provided in section C of this Notice of the Annual General Meeting.
A. Matters on the agenda of the Annual General Meeting
The following matters will be considered at the Annual General Meeting:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and persons 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 2022
Review by the CEO.
The Annual Report, which includes the company’s financial statements and the Report of the Board of Directors, is available from 17 March 2023 onwards on the company’s website at https://investors.lemonsoft.fi.
7. Adoption of the financial statements
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.14 per share is to be paid according to the confirmed balance sheet from the assets eligible for profit distribution for the accounting period ending on 31 December 2022, corresponding to a total dividend payout of approximately EUR 2,600,000. The dividend shall be paid to shareholders registered on the record date, 6 April 2023, as a shareholder in the company’s shareholders’ register maintained by Euroclear Finland Oy. The Board of Directors proposes that the dividend be paid on 17 April 2023. The Board of Directors proposes further that the share of profits not paid out in dividends for the accounting period shall be transferred to the company’s retained earnings account.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Resolution on the number of members on the Board of Directors and election of Board members
The Shareholders’ Nomination Board, the members of which represent the company’s three largest shareholders, or approximately 73% of all the shares and votes in the company, proposes to the Annual General Meeting that the Board of Directors shall consist of five actual members, same as before.
The Shareholders’ Nomination Board proposes that the company’s Board of Directors shall continue with the current composition and that the following five ordinary members shall be re-elected in the Board of Directors: Christoffer Häggblom, Kari Joki-Hollanti, Ilkka Hiidenheimo, Saila Miettinen-Lähde and Michael Richter.
11. Resolution on the remuneration for the members of the Board of Directors and the Board’s committees and the reimbursement of travel expenses
The Shareholders’ Nomination Board proposes that the remuneration for the Chairman of the Board of Directors is a monthly fee of EUR 3,100 (previously EUR 3,000), for the ordinary members of the Board a monthly fee of EUR 1,550 (previously EUR 1,500) and that travel expenses shall be reimbursed in accordance with the company’s travel policy.
The Shareholders’ Nomination Board proposes that the remuneration of the Audit Committee remain unchanged, with the Chairman of the Audit Committee paid a fee of EUR 1,000 per meeting and the members of the Audit Committee paid a fee of EUR 500 per meeting.
12. Resolution on the remuneration for the auditor
The Board of Directors proposes to the Annual General Meeting that the remuneration for the auditor is to 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 Authorized Public Accountant Kim Järvi.
14. Authorizing the Board of Directors to decide on the repurchase of the company’s own shares
The Board of Directors proposes that the Annual General Meeting authorize 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 9,7 % of all the company’s shares. The authorization includes the right to accept the company’s own shares as a pledge.
- The company’s own shares shall be repurchased otherwise than in proportion to the existing shareholdings of the company’s shareholders and using the company's unrestricted equity. The shares shall be repurchased in public trading organized by Nasdaq Helsinki Oy on the Nasdaq First North Growth Market Finland marketplace at the market price at the time of the purchase.
- The shares shall be repurchased for the purpose of financing or carrying out possible 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 authorization is proposed to remain valid until the 2024 Annual General Meeting, but not beyond 30 June 2024.
15. Authorizing the Board of Directors to decide on a share issue and the granting of option rights and other special rights entitling to shares
The Board proposes that the Annual General Meeting should authorize the Board to decide on a share issue against payment or a share issue without payment 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:
- By virtue of the authorization the share issue may be a maximum of 2,000,000 shares. The authorization applies to both issuing new shares and to transferring of treasury shares held by the company. The authorization may be used to fund or complete acquisitions or other business transactions, for implementation of share-based incentive schemes, to develop the company’s capital structure, and 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 proposed to remain in force until the next Annual General Meeting; however, no longer than until 30 June 2024, and it would replace the previous authorizations granted regarding a directed share issue and the issuance of special rights entitling to shares.
16. Amendment of the Articles of Association
The Board of Directors proposes to the Annual General Meeting that the Articles of Association be amended to enable holding a general meeting also without a meeting venue as a so-called virtual meeting, if so decided by the Board of Directors. The Board of Directors proposes that the aforementioned amendment shall be implemented by amending § 6 of the Articles of Association to read as follows in its entirety:
Ҥ 6 The place of the General Meeting and participation in the General Meeting
The General Meeting shall be held in a place determined by the Board. In addition to the company’s registered office, the general meeting can be held in Helsinki, Espoo or Vantaa.
The Board of Directors may decide on the right for the shareholders to participate in a general meeting also in such a way that the shareholders exercise their decision-making power before the meeting or during the meeting by using telecommunication connection and technical means. Additionally, the Board of Directors may decide on organizing a general meeting without a meeting venue whereupon shareholders exercise their decision-making power in full and in real time during the meeting using telecommunication connection and technical means.”
No other amendments are proposed to the Articles of Association.
17. Closing of the meeting
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B. Documents of the Annual General Meeting
The aforementioned decision proposals on the agenda of the Annual General Meeting and this notice of the Annual General Meeting are 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 will also be made available on the said website on 17 March 2023 at the latest. A copy of the annual report will be sent to shareholders by request. The decision proposals and the other aforementioned documents will also be available at the Annual General Meeting.
The minutes of the Annual General Meeting will be available on the Lemonsoft Oyj website from 15 April 2023.
C. Instructions for meeting participants
1. Shareholder registered in the list of shareholders
A shareholder who is registered in the company’s shareholder register maintained by Euroclear Finland Oy on the record date 23 March 2023 has the right to participate in the Annual General Meeting. Shareholders whose shares are registered in their personal Finnish book-entry account are registered in the company’s shareholder register.
Registration for the Annual General Meeting starts on 10 March 2023 at 10 a.m. A shareholder registered in the company’s shareholder register who wish to take part in the Annual General Meeting must register by Tuesday 28 March 2023 at 4 p.m. at the latest, by which time the registration must be received by the company. Shareholders can register for the Annual General Meeting as follows:
a) Via the company’s website at https://investors.lemonsoft.fi/yhtiokokous. For electronic registration, the shareholder or their legal representative is required to use strong identification by means of Finnish or Swedish bank IDs or a mobile ID; or
b) By email or post. A shareholder registering by email or post is required to submit the registration form and advance voting form available on the company’s website at https://investors.lemonsoft.fi/yhtiokokous, or the corresponding information, by post to Innovatics Oy at the address Innovatics Oy, Yhtiökokous/Lemonsoft Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki, or by email to agm@innovatics.fi.
The requested information, including the shareholder’s name, date of birth or Business ID, contact details, the name of a possible assistant or proxy representative, and the date of birth of the proxy representative. The personal data disclosed by shareholders to Lemonsoft Oyj will only be used in connection with the Annual General Meeting and related processing of the necessary registrations.
Shareholders or their proxy representatives must verify their identity and/or right of representation at the Annual General Meeting venue upon request.
More information on registration and advance voting is available on the company’s website at https://investors.lemonsoft.fi/yhtiokokous and by telephone during the Annual General Meeting registration period from Innovatics Oy on +358 10 2818 909 on weekdays from 9 a.m. to 12 noon and from 1 p.m. to 4 p.m.
2. 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 they, on the record date of the Annual General Meeting, 23 March 2023, would be entitled to be registered in the company’s shareholder register maintained by Euroclear Finland Oy. The right to participate in the Annual General Meeting also requires that the shareholder has been temporarily entered in the shareholders’ register maintained by Euroclear Finland Oy no later than on 30 March 2023 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.
Holders of nominee-registered shares are advised to request well in advance the necessary instructions regarding temporary registration in the shareholders’ register, the issuing of proxy documents and voting instructions, registration for and participation in the Annual General Meeting and for advance voting from their custodian bank. The account manager of the custodian bank is required to temporarily register a holder of nominee-registered shares who wishes to participate in the Annual General Meeting in the company’s shareholders’ register no later than the time stated above and, if necessary, take care of advance voting on behalf of the nominee-registered shareholder before the end of the registration period for nominee-registered shareholders on 30 March 2023. More information on this is also available on the company’s website at https://investors.lemonsoft.fi/yhtiokokous.
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. If they wish to do so, a shareholder’s proxy representative can also vote in advance in the manner described in this notice. The proxy representative must verify their identity for the electronic registration service and advance voting personally using strong identification, after which they will be able to register and vote in advance on behalf of the shareholder they represent. The proxy representative of a shareholder must present a dated power of attorney or provide other reliable proof that they are entitled to represent the shareholder at the Annual General Meeting. The right of representation can be demonstrated by means of the suomi.fi authorization service available via the electronic registration service.
The power of attorney template and voting instructions are available on the company’s website at https://investors.lemonsoft.fi/yhtiokokous. If a shareholder takes part in the Annual General Meeting through several proxy representatives representing the shareholder based on shares in different book-entry accounts, the shares based on which each proxy representative represents the shareholder must be reported in conjunction with registration.
Any powers of attorney are to be primarily sent as an attachment in conjunction with electronic registration or alternatively by post to the address Innovatics Oy, Yhtiökokous/Lemonsoft Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki, or by email to agm@innovatics.fi before the end of the registration period. In addition to submitting powers of attorney, the shareholder or their proxy representative must ensure that they register for the Annual General Meeting in the manner described in this notice.
4. Advance voting
Shareholders whose shareholdings in the company are entered in their personal Finnish book-entry account may vote in advance on the Annual General Meeting’s agenda items 7–16 between 10 a.m. on 10 March 2023 and 4 p.m. on 28 March 2023 in the following ways:
- via the company’s website at https://investors.lemonsoft.fi/yhtiokokous. Signing in to the service must follow the same procedure as described above in section C.1 of this notice.
- by post or email by sending an advance voting form available on the company’s website or by sending the corresponding information to Innovatics Oy by post to the address Innovatics Oy, Yhtiökokous/Lemonsoft Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki, or by email to agm@innovatics.fi. Advance votes must be received by the end of the advance voting period. In addition to advance voting, shareholders must ensure that they register for the Annual General Meeting before the end of the registration period.
Shareholders who have voted in advance cannot use their right, pursuant to the Finnish Limited Liability Companies Act, to request more detailed information or their right to demand a vote at the Annual General Meeting, unless they participate in the Annual General Meeting at the meeting venue themselves or by proxy.
In the case of a nominee-registered shareholder, advance voting takes place through an account manager. The account manager may vote in advance on behalf of nominee-registered shareholders whom the account manager represents in accordance with the voting instructions given by the nominee-registered shareholders during the registration period set for nominee-registered shares.
The decision proposal subject to advance voting shall be deemed to have been submitted to the Annual General Meeting unchanged. The terms and conditions concerning electronic advance voting and other related instructions are available on the company’s website at https://investors.lemonsoft.fi/yhtiokokous.
5. Other instructions/information
The Annual General Meeting will be conducted in Finnish.
Shareholders present at the Annual General Meeting have the right, pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act, to request information concerning the matters on the agenda of the 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.
On the day of the notice of the meeting, 3 March 2023, Lemonsoft Oyj had a total of 18,538,019 shares and votes.
Vaasa, 3 March 2023
LEMONSOFT OYJ
BOARD OF DIRECTORS