Lemonsoft Oyj’s change negotiations have been concluded

Lemonsoft Oyj | Press Release | May 26, 2025 at 15:45:00 EEST

Lemonsoft Oyj announced to initiate change negotiations April 7th 2025, which have now been concluded. The negotiations included the personnel of Lemonsoft Oyj and Finvoicer Group Oy. A total of 192 employees in Finland were included in the change negotiations.

As a result of the negotiations, the measures decided upon will lead to personnel reductions affecting 25 employees and material changes to the terms of employment for 6 employees. The measures will be implemented during May–June. These measures are aimed to secure long-term sustainable growth and competitiveness in a continuously changing environment.

The measures decided upon as a result of the negotiations are expected to generate total annual cost savings of approximately EUR 1.6 million. The outcome of the change negotiations does not affect Lemonsoft Oyj’s profit forecast for 2025.

Lemonsoft Oyj: SHARE REPURCHASE 23.5.2025

Lemonsoft Oyj | Company Release | May 26, 2025 at 08:30:00 EEST

Lemonsoft Oyj: SHARE REPURCHASE 23.5.2025

Helsinki Stock Exchange

Trade date: 23.5.2025
Bourse trade: BUY
Share: LEMON
Amount: 1 784 shares
Average price / share: 6.3600 EUR
Total cost: 11 346.24 EUR

Following shares repurchased on 23.5.2025
the Company now holds 181 608 shares.

On behalf of Lemonsoft Oyj

Lago Kapital Ltd

Jarkko Järvitalo Jani Koskell

Lemonsoft Oyj: SHARE REPURCHASE 22.5.2025

Lemonsoft Oyj | Company Release | May 23, 2025 at 08:30:00 EEST

Lemonsoft Oyj: SHARE REPURCHASE 22.5.2025

Helsinki Stock Exchange

Trade date: 22.5.2025
Bourse trade: BUY
Share: LEMON
Amount: 11 423 shares
Average price / share: 6.6519 EUR
Total cost: 75 984.90 EUR

Following shares repurchased on 22.5.2025
the Company now holds 179 824 shares.

On behalf of Lemonsoft Oyj

Lago Kapital Ltd

Jarkko Järvitalo Jani Koskell

Lemonsoft Oyj starts share buyback programme

Lemonsoft Oyj | Company Release | May 21, 2025 at 13:40:00 EEST

Based on the authorisation given by the Annual General Meeting on 9 April 2025, the Board of Directors of Lemonsoft Oyj has decided to start a share buyback programme. The maximum number of shares to be repurchased is 300,000, which corresponds to approximately 1.6% of the company’s shares. However, the amount used for repurchasing shares will be at most EUR 2,000,000.

The shares will be acquired otherwise than in proportion to the shareholdings of the shareholders, by public trading at the market price at the time of acquisition on Nasdaq First North Growth Market Finland maintained by Nasdaq Helsinki Ltd. The share buyback programme will commence on 22 May 2025 at the earliest and end on the date of 2026 annual general meeting at the latest. The repurchase of the company’s shares will be paid for with the company’s distributable unrestricted equity.

The purpose of the company's share buyback is to develop the company’s capital structure and use the shares as part of the company’s share-based incentive schemes, acquisitions, or for other purposes determined by the board.

Lemonsoft Oyj has a total of 18,262,768 shares and votes. Currently, Lemonsoft Oyj holds 168,401 of its own shares.

Lemonsoft cancels shares repurchased through the reverse accelerated bookbuild

Lemonsoft Oyj | Company Release | May 19, 2025 at 14:10:00 EEST

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, SINGAPORE, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER TO SELL OR ACQUIRE SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, SINGAPORE, SOUTH AFRICA OR JAPAN OR IN ANY OTHER JURISDICTION.

Lemonsoft Oyj ("Lemonsoft" or the "Company") has today canceled 408,864 own shares acquired through the reverse accelerated bookbuild announced on 14 May 2025 (the "Reverse ABB").

Prior to the cancellation of the own shares, there were in total 18,671,632 registered shares in Lemonsoft. The cancellation of the own shares has been registered with the trade register maintained by the Finnish Patent and Registration Office today on 19 May 2025. After the cancellation, the total number of shares in Lemonsoft is 18,262,768 and the total number of votes attached to the shares is 18,262,768.

Following the cancellation of the shares, Lemonsoft holds 168,401 shares in the Company.

The cancellation of the shares has no effect on the share capital of Lemonsoft.

LEMONSOFT OYJ

BOARD OF DIRECTORS

Further information

Alpo Luostarinen
CEO
Tel. +358 50 911 3507
alpo.luostarinen@lemonsoft.fi

Mari Erkkilä
CFO
Tel. +358 40 768 1415
mari.erkkila@lemonsoft.fi

Certified Adviser:
Aktia Alexander Corporate Finance Oy, +358 50 520 4098

About Us

Lemonsoft is a Finnish software company that designs, develops and sells ERP software solutions to streamline its customers' processes across different business lines and administration. The extensive offering of software solutions and related services enables the Company to provide its customers with holistic service. The Company's standardised and scalable software solutions are delivered mainly from the cloud and are based on the SaaS model in which customers pay a monthly service fee for the use of the software. The Company operates in the ERP software market in Finland primarily as a service provider for SMEs. The Company's customer base consists of customers from especially industrial manufacturing, wholesale and retail, professional services automation, construction and accounting.

Important notice

This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Hong Kong, Singapore, South Africa or Japan or any other jurisdiction in which such publication or distribution is unlawful. This announcement is for information purposes only and the information contained herein does not constitute or form part of an offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire or subscribe for, any securities in the United States, Australia, Canada, Hong Kong, Singapore, South Africa Japan or in any other jurisdiction, nor shall there be any offer, solicitation, sale or purchase of securities in any jurisdiction in which such offer, solicitation, sale or purchase would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction.

The Reverse ABB is not being directed, directly or indirectly, to investors located in the United States of America, or to agents, nominees, trustees, custodians or other persons acting for the account or benefit of such U.S. shareholders, or in any other jurisdiction where to do so would be unlawful.

This announcement is only directed at (and is only being distributed to persons outside the United States who are) (i) persons in any member state of the European Economic Area who are qualified investors ("Qualified Investors") within the meaning of Article 2(1)(e) of the Prospectus Regulation (Regulation (EU) 2017/1129 of 14 June 2017, "Prospectus Regulation") (and amendments thereto to the extent implemented in the relevant member state); or (ii) as regards the United Kingdom, persons who are "Qualified Investors" within the meaning of Article 2(1)(e) of the Prospectus Regulation as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018, who are (a) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (b) high net worth entities; and (c) and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (such persons referred to in this sub-paragraph (ii) being "relevant persons"). This release must not be acted on or relied on (a) in the United Kingdom, by persons who are not relevant persons, or (b) in any member state of the European Economic Area, by persons who are not Qualified Investors, or (c) elsewhere, by persons who are not permitted to sell or dispose of securities in the Reverse ABB pursuant to applicable legislation.

Any investment or investment activity referred to in this announcement is only available to, and will only be engaged in with, (1) relevant persons, in the United Kingdom; (2) Qualified Investors, in any member state of the European Economic Area; and (3) persons elsewhere who are permitted to sell or dispose of securities in the Reverse ABB pursuant to applicable legislation. Lemonsoft, in consultation with Danske Bank A/S, Finland Branch ("Danske Bank" or the "Sole Bookrunner"), reserves the absolute right to determine who may participate in the Reverse ABB.

Participating in the Reverse ABB shall constitute an irrevocable offer to sell to Lemonsoft the total number of shares accepted for purchase by the Sole Bookrunner on behalf of Lemonsoft. Investors offering shares for purchase in the Reverse ABB will be deemed to represent, warrant and undertake to the Sole Bookrunner and Lemonsoft that: (a) the investor is the legal and beneficial owner and has full power and authority to sell, assign or transfer the shares being sold in the Reverse ABB (together with all rights attaching thereto) and, when the same are purchased by Lemonsoft, Lemonsoft will acquire such shares free and clear of all liens, charges, restrictions, claims, equitable interests, encumbrances, pre-emption rights and third party rights and together with all rights attaching thereto and such representation and warranty will be true in all respects at the time Lemonsoft purchases such shares as if it had been entered into anew at such time and shall not be extinguished by such purchase; (b) such investor shall do all such acts and things as shall be necessary or expedient, and execute any additional documents deemed by the Sole Bookrunner or Lemonsoft to be desirable, to complete the purchase of the shares referred to in this paragraph; (c) such investor has fully observed any applicable legal requirements, the Reverse ABB may be made to him under the laws of all relevant jurisdictions, and the investor's offer to sell shares to Lemonsoft, and any acceptance thereof, shall not be unlawful under the laws of any jurisdiction.

No document soliciting intentions to sell securities has been or will be prepared in connection with any of the transactions described in this announcement. Any investment decision to sell securities as part of the Reverse ABB must be made solely on the basis of publicly available information. Such information is not the responsibility of, and has not been independently verified by, the Sole Bookrunner or Lemonsoft or any of their respective affiliates.

Danske Bank has been appointed to act as Sole Bookrunner in connection with the Reverse ABB by the Company and no other person. The Sole Bookrunner will not be responsible to any person other than the Company for providing any of the protections afforded to clients of the Sole Bookrunner, nor for providing any advice in relation to any matter referred to in these materials. Without limiting liability for fraud, neither the Sole Bookrunner nor any of its affiliates nor any of its respective directors, officers, representatives, employees, advisers or agents shall have any liability to any other person (including, without limitation, any recipient of these materials) in connection with the Reverse ABB.

Neither the Sole Bookrunner nor any of its respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to, the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Lemonsoft or any of its or their subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

Inside information: Lemonsoft completes reverse accelerated bookbuild and repurchases own shares for approximately EUR 2.5 million

Lemonsoft Oyj | Inside Information | May 14, 2025 at 21:15:00 EEST

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, SINGAPORE, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER TO SELL OR ACQUIRE SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, SINGAPORE, SOUTH AFRICA OR JAPAN OR IN ANY OTHER JURISDICTION.

Lemonsoft Oyj ("Lemonsoft" or the "Company") repurchases 408,864 shares in the Company (the "Shares") (approximately 2.2 per cent of all the shares in Lemonsoft) for an aggregate purchase price of approximately EUR 2.5 million through a reverse accelerated bookbuild process (the "Reverse ABB") launched earlier today.

  • The purchase price is EUR 6.08 per Share, corresponding to a discount of approximately 1.0 per cent to the closing price of the Company's share of EUR 6.14 on First North Growth Market Finland immediately prior to the commencement of the Reverse ABB on 14 May 2025. The purchase price is market-based, and according to the assessment of the Board of Directors of the Company, the Reverse ABB enabled repurchasing Shares swiftly and cost-efficiently.
  • The purchase price of the Shares will be paid against delivery on the settlement date of the trades on or about 19 May 2025. The Shares will be repurchased using the unrestricted equity of the Company and the repurchase will reduce the reserve for invested unrestricted equity.
  • The repurchase of Shares through the Reverse ABB will be financed with a bank loan.
  • As the main purpose of the repurchase is to develop the Company's capital structure, the repurchased Shares will be cancelled on or about 19 May 2025. The cancellation brings the total number of shares in Lemonsoft to 18,262,768 and total number of votes attached to the shares will be 18,262,768. Following the cancellation, the Company will continue to hold treasury shares purchased through a separate repurchase programme on First North.

Danske Bank A/S, Finland Branch acts as the sole bookrunner in the Reverse ABB. Krogerus Attorneys Ltd is acting as the Company's legal adviser.

LEMONSOFT OYJ

BOARD OF DIRECTORS

Further information

Alpo Luostarinen
CEO
Tel. +358 50 911 3507
alpo.luostarinen@lemonsoft.fi

Mari Erkkilä
CFO
Tel. +358 40 768 1415
mari.erkkila@lemonsoft.fi

Certified Adviser:
Aktia Alexander Corporate Finance Oy, +358 50 520 4098

About Us

Lemonsoft is a Finnish software company that designs, develops and sells ERP software solutions to streamline its customers' processes across different business lines and administration. The extensive offering of software solutions and related services enables the Company to provide its customers with holistic service. The Company's standardised and scalable software solutions are delivered mainly from the cloud and are based on the SaaS model in which customers pay a monthly service fee for the use of the software. The Company operates in the ERP software market in Finland primarily as a service provider for SMEs. The Company's customer base consists of customers from especially industrial manufacturing, wholesale and retail, professional services automation, construction and accounting.

Important notice

This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Hong Kong, Singapore, South Africa or Japan or any other jurisdiction in which such publication or distribution is unlawful. This announcement is for information purposes only and the information contained herein does not constitute or form part of an offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire or subscribe for, any securities in the United States, Australia, Canada, Hong Kong, Singapore, South Africa Japan or in any other jurisdiction, nor shall there be any offer, solicitation, sale or purchase of securities in any jurisdiction in which such offer, solicitation, sale or purchase would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction.

The Reverse ABB is not being directed, directly or indirectly, to investors located in the United States of America, or to agents, nominees, trustees, custodians or other persons acting for the account or benefit of such U.S. shareholders, or in any other jurisdiction where to do so would be unlawful.

This announcement is only directed at (and is only being distributed to persons outside the United States who are) (i) persons in any member state of the European Economic Area who are qualified investors ("Qualified Investors") within the meaning of Article 2(1)(e) of the Prospectus Regulation (Regulation (EU) 2017/1129 of 14 June 2017, "Prospectus Regulation") (and amendments thereto to the extent implemented in the relevant member state); or (ii) as regards the United Kingdom, persons who are "Qualified Investors" within the meaning of Article 2(1)(e) of the Prospectus Regulation as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018, who are (a) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (b) high net worth entities; and (c) and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (such persons referred to in this sub-paragraph (ii) being "relevant persons"). This release must not be acted on or relied on (a) in the United Kingdom, by persons who are not relevant persons, or (b) in any member state of the European Economic Area, by persons who are not Qualified Investors, or (c) elsewhere, by persons who are not permitted to sell or dispose of securities in the Reverse ABB pursuant to applicable legislation.

Any investment or investment activity referred to in this announcement is only available to, and will only be engaged in with, (1) relevant persons, in the United Kingdom; (2) Qualified Investors, in any member state of the European Economic Area; and (3) persons elsewhere who are permitted to sell or dispose of securities in the Reverse ABB pursuant to applicable legislation. Lemonsoft, in consultation with Danske Bank A/S, Finland Branch ("Danske Bank" or the "Sole Bookrunner"), reserves the absolute right to determine who may participate in the Reverse ABB.

Participating in the Reverse ABB shall constitute an irrevocable offer to sell to Lemonsoft the total number of shares accepted for purchase by the Sole Bookrunner on behalf of Lemonsoft. Investors offering shares for purchase in the Reverse ABB will be deemed to represent, warrant and undertake to the Sole Bookrunner and Lemonsoft that: (a) the investor is the legal and beneficial owner and has full power and authority to sell, assign or transfer the shares being sold in the Reverse ABB (together with all rights attaching thereto) and, when the same are purchased by Lemonsoft, Lemonsoft will acquire such shares free and clear of all liens, charges, restrictions, claims, equitable interests, encumbrances, pre-emption rights and third party rights and together with all rights attaching thereto and such representation and warranty will be true in all respects at the time Lemonsoft purchases such shares as if it had been entered into anew at such time and shall not be extinguished by such purchase; (b) such investor shall do all such acts and things as shall be necessary or expedient, and execute any additional documents deemed by the Sole Bookrunner or Lemonsoft to be desirable, to complete the purchase of the shares referred to in this paragraph; (c) such investor has fully observed any applicable legal requirements, the Reverse ABB may be made to him under the laws of all relevant jurisdictions, and the investor's offer to sell shares to Lemonsoft, and any acceptance thereof, shall not be unlawful under the laws of any jurisdiction.

No document soliciting intentions to sell securities has been or will be prepared in connection with any of the transactions described in this announcement. Any investment decision to sell securities as part of the Reverse ABB must be made solely on the basis of publicly available information. Such information is not the responsibility of, and has not been independently verified by, the Sole Bookrunner or Lemonsoft or any of their respective affiliates.

Danske Bank has been appointed to act as Sole Bookrunner in connection with the Reverse ABB by the Company and no other person. The Sole Bookrunner will not be responsible to any person other than the Company for providing any of the protections afforded to clients of the Sole Bookrunner, nor for providing any advice in relation to any matter referred to in these materials. Without limiting liability for fraud, neither the Sole Bookrunner nor any of its affiliates nor any of its respective directors, officers, representatives, employees, advisers or agents shall have any liability to any other person (including, without limitation, any recipient of these materials) in connection with the Reverse ABB.

Neither the Sole Bookrunner nor any of its respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to, the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Lemonsoft or any of its or their subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

Inside information: Lemonsoft intends to repurchase up to EUR 7.8 million of the company’s own shares through a reverse accelerated bookbuild

Lemonsoft Oyj | Inside Information | May 14, 2025 at 18:31:00 EEST

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, SINGAPORE, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER TO SELL OR ACQUIRE SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, SINGAPORE, SOUTH AFRICA OR JAPAN OR IN ANY OTHER JURISDICTION.

Lemonsoft Oyj ("Lemonsoft" or the "Company") intends to repurchase up to EUR 7.8 million of the company's own shares (the "Shares") in a reverse accelerated bookbuild directed to a limited number of predetermined existing shareholders of the Company (the "Reverse ABB"). The repurchase price will be determined based on offers received in the Reverse ABB.

  • The main purpose of the repurchase is to develop the Company's capital structure. Lemonsoft intends to cancel the repurchased Shares.
  • The Shares will be repurchased based on the authorisation granted by the Company's annual general meeting on 9 April 2025. Up to 1,800,000 of the Company's own shares may be purchased based on the authorisation.
  • The Shares will be repurchased using the unrestricted equity of the Company and the repurchase will reduce the reserve for invested unrestricted equity. The purchase price of the Shares will be paid against delivery on the settlement date of the trades.
  • The Reverse ABB will begin immediately and is expected to end this evening on 14 May 2025. The Company may discontinue the Reverse ABB or decide not to execute the Share purchases.
  • Danske Bank A/S, Finland Branch acts as the sole bookrunner in the Reverse ABB. Only shareholders predetermined by the Company may offer Shares for repurchase in the Reverse ABB.
  • The Reverse ABB is expected to enable the repurchase of Shares swiftly and cost-efficiently. The final number of and price at which the Shares will be repurchased will be decided by the Board of Directors of the Company at the close of the Reverse ABB. Such information will be announced after the close of the Reverse ABB.
  • The repurchase of Shares through the Reverse ABB will be financed with a bank loan.

Danske Bank A/S, Finland Branch is acting as sole bookrunner in the Reverse ABB. Krogerus Attorneys Ltd is acting as the Company's legal adviser.

LEMONSOFT OYJ

BOARD OF DIRECTORS

Further information

Alpo Luostarinen
CEO
Tel. +358 50 911 3507
alpo.luostarinen@lemonsoft.fi

Mari Erkkilä
CFO
Tel. +358 40 768 1415
mari.erkkila@lemonsoft.fi

Certified Adviser:
Aktia Alexander Corporate Finance Oy, +358 50 520 4098

About Us

Lemonsoft is a Finnish software company that designs, develops and sells ERP software solutions to streamline its customers' processes across different business lines and administration. The extensive offering of software solutions and related services enables the Company to provide its customers with holistic service. The Company's standardised and scalable software solutions are delivered mainly from the cloud and are based on the SaaS model in which customers pay a monthly service fee for the use of the software. The Company operates in the ERP software market in Finland primarily as a service provider for SMEs. The Company's customer base consists of customers from especially industrial manufacturing, wholesale and retail, professional services automation, construction and accounting.

Important notice

This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Hong Kong, Singapore, South Africa or Japan or any other jurisdiction in which such publication or distribution is unlawful. This announcement is for information purposes only and the information contained herein does not constitute or form part of an offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire or subscribe for, any securities in the United States, Australia, Canada, Hong Kong, Singapore, South Africa Japan or in any other jurisdiction, nor shall there be any offer, solicitation, sale or purchase of securities in any jurisdiction in which such offer, solicitation, sale or purchase would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction.

The Reverse ABB is not being directed, directly or indirectly, to investors located in the United States of America, or to agents, nominees, trustees, custodians or other persons acting for the account or benefit of such U.S. shareholders, or in any other jurisdiction where to do so would be unlawful.

This announcement is only directed at (and is only being distributed to persons outside the United States who are) (i) persons in any member state of the European Economic Area who are qualified investors ("Qualified Investors") within the meaning of Article 2(1)(e) of the Prospectus Regulation (Regulation (EU) 2017/1129 of 14 June 2017, "Prospectus Regulation") (and amendments thereto to the extent implemented in the relevant member state); or (ii) as regards the United Kingdom, persons who are "Qualified Investors" within the meaning of Article 2(1)(e) of the Prospectus Regulation as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018, who are (a) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (b) high net worth entities; and (c) and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (such persons referred to in this sub-paragraph (ii) being "relevant persons"). This release must not be acted on or relied on (a) in the United Kingdom, by persons who are not relevant persons, or (b) in any member state of the European Economic Area, by persons who are not Qualified Investors, or (c) elsewhere, by persons who are not permitted to sell or dispose of securities in the Reverse ABB pursuant to applicable legislation.

Any investment or investment activity referred to in this announcement is only available to, and will only be engaged in with, (1) relevant persons, in the United Kingdom; (2) Qualified Investors, in any member state of the European Economic Area; and (3) persons elsewhere who are permitted to sell or dispose of securities in the Reverse ABB pursuant to applicable legislation. Lemonsoft, in consultation with Danske Bank A/S, Finland Branch ("Danske Bank" or the "Sole Bookrunner"), reserves the absolute right to determine who may participate in the Reverse ABB.

Participating in the Reverse ABB shall constitute an irrevocable offer to sell to Lemonsoft the total number of shares accepted for purchase by the Sole Bookrunner on behalf of Lemonsoft. Investors offering shares for purchase in the Reverse ABB will be deemed to represent, warrant and undertake to the Sole Bookrunner and Lemonsoft that: (a) the investor is the legal and beneficial owner and has full power and authority to sell, assign or transfer the shares being sold in the Reverse ABB (together with all rights attaching thereto) and, when the same are purchased by Lemonsoft, Lemonsoft will acquire such shares free and clear of all liens, charges, restrictions, claims, equitable interests, encumbrances, pre-emption rights and third party rights and together with all rights attaching thereto and such representation and warranty will be true in all respects at the time Lemonsoft purchases such shares as if it had been entered into anew at such time and shall not be extinguished by such purchase; (b) such investor shall do all such acts and things as shall be necessary or expedient, and execute any additional documents deemed by the Sole Bookrunner or Lemonsoft to be desirable, to complete the purchase of the shares referred to in this paragraph; (c) such investor has fully observed any applicable legal requirements, the Reverse ABB may be made to him under the laws of all relevant jurisdictions, and the investor's offer to sell shares to Lemonsoft, and any acceptance thereof, shall not be unlawful under the laws of any jurisdiction.

No document soliciting intentions to sell securities has been or will be prepared in connection with any of the transactions described in this announcement. Any investment decision to sell securities as part of the Reverse ABB must be made solely on the basis of publicly available information. Such information is not the responsibility of, and has not been independently verified by, the Sole Bookrunner or Lemonsoft or any of their respective affiliates.

Danske Bank has been appointed to act as Sole Bookrunner in connection with the Reverse ABB by the Company and no other person. The Sole Bookrunner will not be responsible to any person other than the Company for providing any of the protections afforded to clients of the Sole Bookrunner, nor for providing any advice in relation to any matter referred to in these materials. Without limiting liability for fraud, neither the Sole Bookrunner nor any of its affiliates nor any of its respective directors, officers, representatives, employees, advisers or agents shall have any liability to any other person (including, without limitation, any recipient of these materials) in connection with the Reverse ABB.

Neither the Sole Bookrunner nor any of its respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to, the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Lemonsoft or any of its or their subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

Lemonsoft Oyj: Disclosure Under Chapter 9 Section 5 of the Securities Market Act (Alcur Fonder AB)

Lemonsoft Oyj | Company Release | April 29, 2025 at 09:30:00 EEST

Lemonsoft Oyj has received a notification, pursuant to Chapter 9, Section 5 of the Finnish Securities Markets Act, that Alcur Fonder AB’s (Sweden) direct or indirect holding of the shares and votes in Lemonsoft Oyj has increased above the threshold of 5% on 28 April 2025.

Total positions of Alcur Fonder AB subject to the notification:

% of shares and voting rights (total of A)% of shares and voting rights through financial instruments (total of B)Total of both in % (A+B)Total number of shares and voting rights of issuer
Resulting situation on the date on which threshold was crossed or reached5.215.2118,671,632
Positions of previous notification (if applicable)N/AN/AN/A

Notified details of the resulting situation on the date on which the threshold was crossed:

A: Shares and voting rights

Class/type of shares
ISIN code
Number of shares and voting rights% of shares and voting rig
Direct
(SMA 9:5)
Indirect
(SMA 9:6 and 9:7)
Direct
(SMA 9:5)
Indirect
(SMA 9:6 and 9:7)
FI4000512678972,25905.210
SUBTOTAL A972,2595.21

B: Financial instruments according to SMA 9:6a

Type of financial instrumentExpiration dateExercise/Conversion PeriodPhysical or cash settlementNumber of shares and voting rights% of shares and voting rights
SUBTOTAL B00

Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity:

Name% of shares and voting rights% of shares and voting rights through financial instrumentsTotal of both
ALCUR FONDER AB5.215.21

Lemonsoft Oyj’s Interim Report for 1 January – 31 March 2025 (unaudited) – Significant changes progressing, effects expected to be visible during the second half of the year

Lemonsoft Oyj | Company Release | April 25, 2025 at 10:00:00 EEST

JANUARY – MARCH 2025, IFRS

  • Net sales increased 10.0% and were EUR 7,585 thousand (6,897)
  • EBITDA was EUR 2,944 thousand (1,398), 38.8% (20.3) of net sales
  • Adjusted EBITDA was EUR 2,026 thousand (1,400), 26.7% (20.3) of net sales
  • EBIT was EUR 2,421 thousand (942), 31.9% (13.7) of net sales
  • Adjusted EBIT was EUR 1,750 thousand (1,120), 23.1% (16.2) of net sales
  • Profit of the review period was EUR 957 thousand (597), 12.6% (8.7) of net sales

Key Figures, IFRS

EUR 1,0001-3/20251-3/2024Change1-12/2024
Net sales7,5856,89710.0 %28,911
SaaS5,6074,95513.2 %20,774
Transaction7937683.3 %3,299
Consulting and other1,1851,1740.9 %4,838
Gross margin*6,5955,89711.8 %24,973
Gross margin, % of net sales86.9 %85.5 %86.4 %
EBITDA2,9441,398110.6 %7,329
EBITDA, % of net sales38.8 %20.3 %25.3 %
Adjusted EBITDA2,0261,40044.7 %7,522
Adjusted EBITDA, % of net sales26.7 %20.3 %26.0 %
EBIT2,421942156.8 %5,404
EBIT, % of net sales31.9 %13.7 %18.7 %
Adjusted EBIT1,7501,12056.3 %6,444
Adjusted EBIT, % of net sales23.1 %16.2 %22.3 %
Profit (Loss) of the period95759760.3 %4,031
Profit (Loss) of the period, % of net sales12.6 %8.7 %13.9 %
Equity ratio, %63.0 %64.6 %60.4 %
Net debt2,466495398.4 %2,755
Gearing, %7.6 %1.6 %8.5 %
Earnings per share (EPS)0.050.0450.7 %0.22
Return on invested capital, % (ROIC)5.8 %2.5 %13.0 %
Return on equity, % (ROE)2.9 %1.9 %12.8 %
Number of employees at the end of the period2302204.5 %228
Outstanding shares at the end of the period18,514,15318,562,00518,656,702
Average outstanding shares during the period18,580,52818,562,00518,604,133

*The calculation of key figures has been changed for other operating income and the comparison periods have been changed accordingly.

CEO Alpo Luostarinen

The first quarter proceeded with cautious development, yet during the first months of the year we took several important steps to advance our strategic objectives. Our revenue amounted to 7.6 million euros, with revenue growth of 10.0%. Adjusted EBIT stood at 1.8 million euros, and the adjusted operating profit margin was 23.1%.

The underlying market recovery in our key customer verticals, which began in the latter part of last year, has manifested as a cautious uptick in demand, though it is difficult to identify a clear trend going forward. The market situation remains significantly uncertain, and assessing the impact of international trade policy on our business is still challenging at this stage. We have noted an increase in our customers’ payment delays and credit loss risks in the early part of the year, which has prompted us to take measures to manage these risks.

Sales to new customers developed moderately in the first quarter, and the total value of new deals for ERP solutions continued its slight growth. A clear majority of these new sales involved wholesale and manufacturing ERP solutions, which we focus on more clearly in the future. Churn was slightly elevated at the beginning of the year due to significant ongoing changes. On the other hand, our existing customers have expanded their use of our software since the start of the year, leading to clearly positive NRR development.

Implementation of the Azure cloud platform transition was nearly completed by the turn of March and April. The majority of Lemonsoft ERP customer environments were migrated to the Azure platform during the early part of the year, enabling better performance and scalability in the long term. The transition has posed temporary challenges for some of our customers, and we have endeavored to address these issues as quickly as possible, in close cooperation with them. We have also carried out several product development measures aimed at significantly improving performance in the new environment.

During the beginning of the year, we have continued to develop our organization to ensure competitiveness and long-term profitability. In April, we initiated reorganization negotiations with the aim of significantly streamlining our operations and securing profitable growth in the coming years. Through these actions, we seek to achieve cost savings of approximately 2 million euros by the end of 2026 compared to 2024. These negotiations are part of our long-term efforts to build an efficient, flexible, and customer-centric organization.

Our clear objective is to improve the competitiveness of both our products and our organization, and to continuously introduce more advanced solutions to manage our customers’ business operations. Although uncertainty remains in the market environment, we see clear indications that we are on the right track. We believe that the ongoing technology and organizational changes, along with a sharper focus across all functions on our key customer segments, will help us better and more efficiently meet our customers’ needs.

Group Financial Development

Group financial result and profitability

January – March 2025
Net sales for the review period were EUR 7,585 thousand (6,897). Net sales increased by EUR 687 thousand, 10.0%. Organic growth of the review period was 3.1% and organic growth of the recurring revenue was 4.6%. Net sales increased mainly due to the acquisition of Atmotics Oy (2024) and Applirent Oy (2024), whose net sales were not included in the comparison period.

The share of SaaS income was 73.9% (71.8), the share of transaction income 10.5% (11.1), and consulting and other income 15.6% (17.0).

EBITDA was EUR 2,944 thousand (1,398), 38.8% (20.3) of net sales. Adjusted EBITDA (adjustments specified in the Alternative performance measures section) was EUR 2,026 thousand (1,400), 26.7% (20.3) of net sales. The most significant adjustment item is the recognition of additional purchase price as revenue.

EBIT was EUR 2,421 thousand (942), 31.9% (13.7) of net sales. Adjusted EBIT (adjustments specified in the Alternative performance measures section) was EUR 1,750 thousand (1,120), 23.1% (16.2) of net sales. The most significant adjustment item is the recognition of additional purchase price as revenue.

Profit for the review period was EUR 957 thousand (597), 12.6 % (8.7) of net sales.

Cash flow from operating activities was EUR 1,857 thousand (1,465).

Balance sheet, financing and investments
The balance sheet total at the end of the review period was EUR 52,088 thousand (53,862 at the end of the year 2024). The provision for credit losses on trade receivables and financial receivables has been reassessed and the provision at the end of the reporting period is EUR 1,109 thousand (126 at the end of the year 2024).

The Group has capitalized development expenses of EUR 223 thousand during the year 2025 (206 during the comparison period 2024). At the end of the review period, the Group's balance sheet included capitalized development expenses totaling EUR 2,821 thousand (2,734 at the end of the year 2024).

Total equity was EUR 32,654 thousand (32,526 at the end of the year 2024), equity increased EUR 128 thousand.

Equity ratio was 63.0% (60.4 at the end of the year 2024) and interest-bearing debt was EUR 9,605 thousand (10,405 at the end of the year 2024).

Cash and cash equivalents at the end of the review period were EUR 7,139 thousand (7,650 at the end of the year 2024).

Personnel

The Group’s number of employees was 230 (220) on 31 March 2025. We reported our Group personnel as follows:

  • R&D 110 employees
  • Customer functions 104 employees
  • Other functions, a total of 16 employees

Share-based incentive plan

The Board of Directors of Lemonsoft Oyj has established a new share-based incentive plan for the key employees of the company in March 2024. The aim of the new plan is to align the objectives of the shareholders and the key employees in order to increase the value of the company in the long-term, to encourage the management to personally invest in the company’s shares, to retain the target group at the company, and to offer them a competitive incentive plan in which the participants may earn shares as a reward for performance and their personal investment.

The new Performance Matching Share Plan 2024 – 2028 includes three performance periods, covering financial years 2024 – 2026, 2025 – 2027 and 2026 – 2028. The Board will decide annually on the commencement and details of a performance period. The prerequisite for participation in the plan and receiving the reward is that the person allocates freely transferable Lemonsoft Oyj shares held by him or her to the plan or acquires the company’s shares in a number determined by the Board.

The rewards from the plan will be paid partly in the company’s shares and partly in cash. The rewards will be paid by the end of May in the year following the end of the performance period. The cash proportion is intended for covering taxes and tax-related costs arising from the reward to the participant. In general, no reward will be paid if a participant’s employment or service in the group ends before the reward payment.

The performance criterion in the first performance period 2024 – 2026 is the Total Shareholder Return of the company’s share (TSR). The achievement of the required TSR levels will determine the proportion out of the maximum reward that will be paid to a participant. The target group of the plan consisted of 4 persons (the CEO and three members of the Management Team). The gross rewards from the first performance period 2024 – 2026 correspond to the value of an approximate maximum total of 77,000 Lemonsoft Oyj shares, including the proportion to be paid in cash. The final number of shares depends on the number of shares acquired by participants and the achievement of the TSR levels. The reward to be paid on the basis of the plan will be capped if the limits set by the Board for the payable reward from the performance period 2024 – 2026 are exceeded. The number of key employees changed during the performance period and consisted 2 persons at the end of the reporting period.

The performance criterion in the second performance period 2025–2027 is the Total Shareholder Return of the company’s share (TSR). The achievement of the required TSR levels will determine the proportion out of the maximum reward that will be paid to a participant. The target group of the plan for this period consists of 4 persons (including the CEO and three members of the Management Team). The gross rewards for this second period correspond to a maximum total of 102,675 Lemonsoft Oyj shares (including the cash portion). The final number of shares depends on the participant’s share acquisition and achievement of the TSR levels. The reward to be paid on the basis of the plan will be capped if the limits set by the Board for the payable reward from the performance period 2025 – 2027 are exceeded.

Shares and shareholders

Share capital and number of shares
The company has one series of shares, and all shares have equal rights. At the end of the review period, Lemonsoft Oyj’s share capital consisted of 18,514,153 (18,562,005) shares. The average number of outstanding shares during the review period January-March was 18,580,528 (18,562,005). At the end of the review period, Lemonsoft Oyj held 157,479 shares.

On 4 October 2024, the Board of Directors of Lemonsoft Oyj decided to launch a buyback programme of the company’s own shares based on the authorisation granted by the Annual General Meeting held on 9 April 2024. The programme commenced on 7 October 2024 and ended on 9 April 2025. During the buyback programme, Lemonsoft Oyj acquired a total of 168,401 of its own shares at an aggregate value of EUR 993,712.83. The company paid an average of EUR 5.9009 per share. The shares were acquired on Nasdaq First North Growth Market Finland in public trading at the market price prevailing at the time of purchase. Lemonsoft Oyj held 157,479 of its own shares at the end of the reporting period.

The company's share is traded on the First North Growth Market Finland marketplace maintained by Nasdaq Helsinki Oy. During the review period January-March, the highest share price was EUR 6.75 and the lowest EUR 5.50. The closing price on 31 March 2025 was EUR 5.50. The market value of the company at the closing price of the review period was approximately EUR 102,7 million. Average daily trading volume during the review period was 10,371 shares (EUR 61,264).

On 31 March 2025, the company had a total of 2,242 shareholders. The company's largest shareholders can be found on the company's investor website at https://investors.lemonsoft.fi/osakkeenomistajat/.

Authorizations of the Board of Directors
Lemonsoft Oyj has decided in its Annual General Meeting on 9 April 2025 to 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 9.6% 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 2026 Annual General Meeting, but not beyond 30 June 2026. The authorization shall replace the authorization granted to the Board of Directors by the Annual General Meeting of 9 April 2024 regarding the repurchase of a maximum of 1,800,000 of the company’s own 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:

  • This issue may total a maximum of 1,800,000 shares corresponding to a maximum of approximately 9.6% of all shares of the company. The authorization applies to both new shares and treasury shares held by the company. The authorization may be used to fund or complete acquisitions or other business transactions, for offering 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 resolve on all conditions of the issuance of shares and special rights entitling to shares, including the right to deviate from the shareholders’ pre-emptive right.

The authorization is in force until the next Annual General Meeting; however, no longer than until 30 June 2026, and it replaces the previous authorizations.

Significant short-term risks and uncertainties

The deterioration of the economic situation and geopolitical changes may have direct and indirect effects on Lemonsoft's business. These may be reflected in the business operations of Lemonsoft's customer companies, for example, in reduced investments by industrial manufacturing companies and decreased needs of subcontracting chains, as well as business and bankruptcy risks. In turn, customers' business challenges may affect Lemonsoft's new customer acquisition, upsells from existing customers, and customer retention.

In the longer term, the biggest challenge for our industry is the availability of skilled personnel. Success of the Group and opportunities for growth depend largely on how well we can recruit, motivate, and engage more skilled personnel and develop our expertise.

In Lemonsoft's cost structure, the single most significant factor is personnel costs, and an increase in the general price level may increase the pressure to increase personnel costs. Lemonsoft constantly monitors the development of the situation from a risk management perspective and strives to ensure the continuation of profitable growth by optimizing its cost structure and pricing.

The ERP market is generally a highly competitive market, and the industry is fragmented. Smaller players are primarily focused in a specific sector of SMEs and larger players do not compete directly for customers in the same market. However, competition in Lemonsoft's operating markets may intensify due to existing competitors or agile new entrants.

Risks related to information security and the IT systems of service providers are a significant factor affecting the security and continuity of the Group's business. Lemonsoft constantly invests in high reliability and high security systems and strives to ensure the high quality of the services it purchases by selecting leading players in the industry as its key partners. European data protection regulations may also bring unexpected risks to Lemonsoft's operating environment.

Success in acquisitions and related integration work is a key factor for Lemonsoft's growth. The company has made several acquisitions in recent years and aims to continue to grow through acquisitions. There may be unexpected risks associated with target companies and their integration into Lemonsoft.

Dividends paid

The Annual General Meeting decided on 9 April 2025 that a dividend of EUR 0.14 per share will be paid according to the confirmed balance sheet for the accounting period ending on 31 December 2024. About total of EUR 2.6 million was paid in dividends after the review period, 23 April 2025.

Events after the review period

Lemonsoft Oyj has decided on April 7, 2025, to initiate change negotiations in the Lemonsoft Group in accordance with the Cooperation Act.

Lemonsoft Oyj announced April 23, 2025, that Tuomas Koivisto will leave his position in Lemonsoft’s management team as well as his roles as Lemonsoft Oyj’s Chief Commercial Officer (CCO) and as CEO of Finvoicer Group Oy.

Profit forecast for 2025 (unchanged)

Lemonsoft estimates that the net sales for the financial year 2025 will increase by 0-10 percent compared to the financial year 2024, and that adjusted EBIT will be 18-24 percent of net sales in 2025.

Financial information

Lemonsoft Oyj will publish the following financial information in 2025:

  • Half-year Report January – June 2025 on Thursday, 14 August 2025
  • Interim Report January – September 2024 on Friday, 31 October 2025

Webcast for investors and media

Lemonsoft will host a live webcast for investors and the media in English on April 25, 2025 at 1:00pm EET. The webcast can be followed online live via this link: https://player.videosync.fi/lemonsoft/2025-q1-results

A recording of the event and the presentation material will be available after the event at https://investors.lemonsoft.fi/.

Lemonsoft Oyj
Board of Directors

Change in Lemonsoft’s management team

Lemonsoft Oyj | Company Release | April 23, 2025 at 14:30:00 EEST

Tuomas Koivisto will leave his position in Lemonsoft’s management team as well as his roles as Lemonsoft Oyj’s Chief Commercial Officer (CCO) and as CEO of Finvoicer Group Oy, effective April 23, 2025. Lemonsoft will initiate the recruiting process to appoint a new CCO.

Lemonsoft Oyj’s management team after the change:
 
Alpo Luostarinen, Chief Executive Officer
Kari Joki-Hollanti, Chief Product Officer
Mari Erkkilä, Chief Financial Officer
Janne Tammi, Chief Technology Officer

Investor
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