The Shareholders’ Nomination Board has consisted of Victor Mellgren (representing Rite Internet Ventures Holding AB, Rite Ls Spv AB and Rite Spv 2025-1 AB), Jarmo Kinnunen (representing Kari Joki-Hollanti) and Daniel Jern (representing Alcur Fonder). Victor Mellgren has acted as the Chair of the Nomination Board. The shareholders represented in the Nomination Board represent 75,96 % of the votes in Lemonsoft Oyj.
1. Shareholders´ Nomination Board’s proposal to the Annual General Meeting 2026
The Shareholder’s Nomination Board have prepared the following proposals to the General Meeting:
Remuneration to the Members of the Board as well as remuneration of the Board’s Committees, in accordance with the remuneration policy
The Nomination Board proposes that the remuneration payable to the Members of the Board remain unchanged, i.e. as follows: The Chairman of the Board will be paid a monthly remuneration of EUR 3,200 (3,200) and other Board Members will be paid a monthly remuneration of EUR 1,600 (1,600) and travel expenses will be reimbursed in accordance with the company’s travel policy.
The Nomination Board proposes that the remuneration payable to the Members of the Board’s Committees also remain unchanged, i.e. as follows: The Chair of the Audit Committee will be paid a remuneration of EUR 1,100 (1,100) per meeting and the members of the Audit Committee will be paid a remuneration of EUR 550 (550) per meeting.
Number of Members of the Board
The Nomination Board proposes that the Board of Directors shall consist of six 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.
In addition, the Nomination Board proposes to elect Mikael da Costa as the new sixth member of the Board of Directors.
Information on the proposed new Board Member
Mikael da Costa (b. 1987), Finnish citizen.
Education:
Studies in Economics, Salpaus Business School, 2006–2009.
Primary work experience:
Founder and Chief Executive Officer, SEO AI Oy, 2023–
Founder, Chief Executive Officer and Chief Product Officer, Leadoo Marketing Technologies Oy, 2018–2025
Founder and Chief Executive Officer, Jobilla Oy, 2015–2018
Current positions of trust:
Board Member, SEO AI Oy, 2023–
Board Member, Leadoo Marketing Technologies Oy, 2021–
Previous positions of trust:
Co Founder and Board Member, Kiva Work Oy, 2021–2023
Co Founder and Board Member, OCMG Nordic Oy, 2020–2023
Board Member, Jobilla Oy, 2015–2018
Information on the proposed re-elected Board Members
Information about the Board Members proposed to be re-elected can be found on the company’s website (https://investors.lemonsoft.fi/board-of-directors/).
2. The Shareholders’ Nomination Board’s motivation to the Board composition
The Nomination Board has come to the conclusion that the proposed composition of the Board of Directors, consisting of six Board Members, corresponds well with the requirements placed on the Board of Directors. The Nomination Board has specifically considered the competence areas within;
- the Company’s business activities and industry;
- the Management of a public company of a corresponding size;
- corporate and financial administration;
- strategy work as well as mergers and acquisitions;
- international sales;
- internal control and risk management; and
- corporate governance.
The Nomination Board is of the opinion that the proposed composition of the Board is appropriate 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.
3. Account of the Shareholders´ Nomination Board’s operations
The Nomination Board has held three recorded meetings. All decisions made have been unanimous.
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.