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