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Lemonsoft Oyj – Managers’ Transactions – CapBoy Oy

Lemonsoft Oyj | Company Release | May 04, 2026 at 17:30:00 EEST

Person subject to the notification requirement
Name: CapBoy Oy
Position: Closely associated person
(X) Legal person (1):Person Discharging Managerial Responsibilities In Issuer
Name: Reeti Saarinen
Position: Other senior manager
Issuer: Lemonsoft Oyj
LEI: 743700OHBVFFCVF69E45
Notification type: INITIAL NOTIFICATION
Reference number: 154442/6/6
____________________________________________
Transaction date: 2026-04-30
Venue: FIRST NORTH GROWTH MARKET FINLAND (FSME)
Instrument type: SHARE
ISIN: FI4000512678
Nature of transaction: ACQUISITION
Transaction details
(1): Volume: 5000 Unit price: 4.93 EUR
Aggregated transactions (1):
Volume: 5000 Volume weighted average price: 4.93 EUR

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.

Rite Ventures supplements the tender offer document relating to the mandatory tender offer for all issued and outstanding shares in Lemonsoft Oyj

Lemonsoft Oyj | Company Release | April 30, 2026 at 13:40:00 EEST

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW. FOR FURTHER INFORMATION, PLEASE SEE SECTION ENTITLED “IMPORTANT INFORMATION” BELOW.

Rite LS SPV AB (“Rite LS SPV”) and the parties acting in concert with it, Rite Internet Ventures Holding AB (“RIVH”), Rite SPV 2025-1 AB (“Rite SPV 2025-1”), and Bird Cherry Holding AB (“Bird Cherry”), which is wholly-owned by Christoffer Häggblom (Rite LS SPV, RIVH, Rite SPV 2025-1 and Bird Cherry, together “Rite Ventures” or the “Offerors”), have on 27 March 2026 commenced a mandatory tender offer to acquire all issued and outstanding shares in Lemonsoft Oyj (“Lemonsoft” or the “Company”) that are not held by Rite Ventures, Lemonsoft or any of its subsidiaries (the “Tender Offer”). The Offerors have on 26 March 2026 published a tender offer document concerning the Tender Offer, on 2 April 2026 the first supplement document to the tender offer document, and on 16 April 2026 the second supplement document to the tender offer document (the tender offer document, as supplemented from time to time, the “Tender Offer Document”). The offer period for the Tender Offer commenced on 27 March 2026 at 9:30 a.m. (Finnish time) and expires on 5 May 2026 at 4:00 p.m. (Finnish time), unless the offer period is extended in accordance with the terms and conditions of the Tender Offer.

The Finnish Financial Supervisory Authority has today approved the Finnish language version of the third supplement to the Tender Offer Document (the “Third Supplement Document”). The Third Supplement Document relates to the Company’s unaudited interim report published by Lemonsoft on 29 April 2026 for 1 January 2026 – 31 March 2026. The Third Supplement Document is attached as Appendix 1 to this release.

The Tender Offer Document and the Third Supplement Document are available in Finnish at riteventures.com/lemonsoft-ostotarjous and danskebank.fi/lemonsoft, and their English language translations at riteventures.com/lemonsoft-tender-offer and danskebank.fi/lemonsoft-en. The Third Supplement Document is available as of 30 April 2026.

For further information, please contact

Christoffer Häggblom, Chair of the Board, Rite Ventures, tel. +46 728808241, torite@riteventures.com

Important Information

THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR THE UNITED STATES OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.

THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS RELEASE IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE OFFER, IN, AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA. INVESTORS SHALL ACCEPT THE OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR PARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.

THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAWS OR REGULATIONS. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX, TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA. THE TENDER OFFER CANNOT BE ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN, AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA AND ANY PURPORTED ACCEPTANCE OF THE OFFER RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.

THIS RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW, THE RULES OF NASDAQ FIRST NORTH AND THE HELSINKI TAKEOVER CODE AND THE INFORMATION DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THIS RELEASE HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS OUTSIDE OF FINLAND.

Information for shareholders of Lemonsoft in the United States

Shareholders of Lemonsoft in the United States are advised that the Shares are not listed on a U.S. securities exchange and that Lemonsoft is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder.

The Tender Offer will be made for the issued and outstanding Shares of Lemonsoft, which is domiciled in Finland, and is subject to Finnish disclosure and procedural requirements. The Tender Offer is made in the United States pursuant to Section 14(e) of, and Regulation 14E, under the Exchange Act, subject to the exemption provided under Rule 14d-1(c) under the Exchange Act, for a Tier I tender offer and otherwise in accordance with the disclosure and procedural requirements of Finnish law, including with respect to the Tender Offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those applicable under the tender offer procedures and laws of the United States for domestic offers. The Tender Offer is made to Lemonsoft’s shareholders in the United States on the same terms and conditions as those made to all other shareholders of Lemonsoft to whom an offer is made. Any informational documents, including this announcement, are being disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to Lemonsoft’s other shareholders.

To the extent permissible under applicable law or regulations, Rite Ventures and its affiliates or its brokers and its brokers’ affiliates (acting as agents for Rite Ventures or its affiliates, as applicable) may from time to time after the date of this release and during the pendency of the Tender Offer, and other than pursuant to the Tender Offer, directly or indirectly purchase or arrange to purchase Shares or any securities that are convertible into, exchangeable for or exercisable for Shares, provided that any such purchases shall be effected outside of the United States. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices, and the consideration in the Tender Offer must be increased to match any such consideration paid outside the Tender Offer. To the extent information about such purchases or arrangements to purchase is made public in Finland, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of Lemonsoft of such information. In addition, the financial adviser to Rite Ventures may also engage in ordinary course trading activities in securities of Lemonsoft, which may include purchases or arrangements to purchase such securities. To the extent required in Finland, any information about such purchases will be made public in Finland in the manner required by Finnish law.

Neither the SEC nor any U.S. state securities commission has approved or disapproved the Tender Offer, passed upon the merits or fairness of the Tender Offer, or passed any comment upon the adequacy, accuracy or completeness of the disclosure in relation to the Tender Offer. Any representation to the contrary is a criminal offence in the United States.

The receipt of cash pursuant to the Tender Offer by a U.S. holder of Shares may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each holder of Shares is urged to consult its independent professional advisers immediately regarding the tax and other consequences of accepting the Tender Offer.

To the extent the Tender Offer is subject to U.S. securities laws, those laws only apply to U.S. holders of shares and will not give rise to claims on the part of any other person. It may be difficult for Lemonsoft’s shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws, since Rite Ventures and Lemonsoft are located in non-U.S. jurisdictions and some or all of their respective officers and directors may be residents of non-U.S. jurisdictions. Lemonsoft’s shareholders may not be able to sue Rite Ventures or Lemonsoft or their respective officers or directors in a non-U.S. court for violations of the U.S. federal securities laws. It may be difficult to compel Rite Ventures and Lemonsoft and their respective affiliates to subject themselves to a U.S. court’s judgment.

Forward-looking statements

This release contains statements that, to the extent they are not historical facts, constitute “forward-looking statements”. Forward-looking statements include statements concerning plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, competitive strengths and weaknesses, plans or goals relating to financial position, future operations and development, business strategy and the trends in the industries and the political and legal environment and other information that is not historical information. In some instances, they can be identified by the use of forward-looking terminology, including the terms “believes”, “intends”, “expects”, “may”, “will” or “should” or, in each case, their negative or variations on comparable terminology. By their very nature, forward-looking statements involve inherent risks, uncertainties and assumptions, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. Given these risks, uncertainties and assumptions, investors are cautioned not to place undue reliance on such forward-looking statements. Any forward-looking statements contained herein speak only as at the date of this release.

Disclaimer

Danske Bank A/S is authorised under Danish banking law. It is subject to supervision by the Danish Financial Supervisory Authority. Danske Bank A/S is a private, limited liability company incorporated in Denmark with its head office in Copenhagen where it is registered in the Danish Commercial Register under number 61126228.

Danske Bank A/S (acting via its Finland Branch) is acting as financial advisor of Rite Ventures and no other person in connection with these materials or their contents. Danske Bank A/S will not be responsible to any person other than the Rite Ventures for providing any of the protections afforded to clients of Danske Bank A/S, nor for providing any advice in relation to any matter referred to in these materials. Without limiting a person’s liability for fraud, Danske Bank A/S, 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) in connection with the Tender Offer.

Appendix 1: Third Supplement Document

About Us

Lemonsoft Oyj’s Interim Report for 1 January – 31 March 2026 (unaudited) – Strategic acquisition and industry focus strengthen growth prospects

Lemonsoft Oyj | Company Release | April 29, 2026 at 10:00:00 EEST

JANUARY – MARCH 2026, IFRS

Net sales were EUR 7,503 thousand (7,585) and decreased by 1.1%
EBITDA was EUR 2,104 thousand (2,944), 28.0% (38.8) of net sales
Adjusted EBITDA was EUR 2,254 thousand (2,026), 30.0% (26.7) of net sales
EBIT was EUR 1,527 thousand (2,421), 20.4% (31.9) of net sales
Adjusted EBIT was EUR 1,935 thousand (1,750), 25.8% (23.1) of net sales
Profit of the review period was EUR 1,047 thousand (957), 14.0% (12.6) of net sales

Key Figures, IFRS

EUR 1,000	1-3/2026	1-3/2025	Change	1-12/2025
Net sales	7,503	7,585	-1.1 %	29,454
SaaS	5,998	5,607	7.0 %	22,177
Transaction	642	793	-19.0 %	2,974
Consulting and other	863	1,185	-27.2 %	4,303

Gross margin	6,402	6,595	-2.9 %	24,927
Gross margin, % of net sales	85.3 %	86.9 %		84.6 %
EBITDA	2,104	2,944	-28.5 %	9,290
EBITDA, % of net sales	28.0 %	38.8 %		31.5 %
Adjusted EBITDA	2,254	2,026	11.3 %	8,201
Adjusted EBITDA, % of net sales	30.0 %	26.7 %		27.8 %
EBIT	1,527	2,421	-36.9 %	7,041
EBIT, % of net sales	20.4 %	31.9 %		23.9 %
Adjusted EBIT	1,935	1,750	10.6 %	6,942
Adjusted EBIT, % of net sales	25.8 %	23.1 %		23.6 %
Profit (Loss) for the period	1,047	957	9.4 %	4,363
Profit (Loss) for the period, % of net sales	14.0 %	12.6 %		14.8 %

Equity ratio, %	55.8 %	63.0 %		61.5 %
Net debt	7,492	2,466	203.8 %	4,016
Gearing, %	24.7 %	7.6 %		13.6 %
Earnings per share (EPS)	0.06	0.05	13.0 %	0.25
Return on invested capital, % (ROIC)	3.5 %	5.8 %		17.7 %
Return on equity, % (ROE)	3.5 %	2.9 %		14.1 %
Number of employees at the end of the period	208	230	-9.6 %	193
Outstanding shares at the end of the period	17,794,367	18,514,153		17,882,821
Average outstanding shares during the period	17,817,659	18,580,528		18,149,850

CEO Alpo Luostarinen

During the first quarter, we have taken several important steps to advance our strategic objectives. We have strengthened our industry focus through the acquisition of Jakamo, continued to improve customer experience, and expanded the use of artificial intelligence across our operations. Our net sales amounted to EUR 7.5 million and decreased by 1.1% from the comparison period. SaaS income increased by 7.0%, and its share of total net sales rose significantly to 79.9%. Our adjusted EBIT increased by 10.6% to EUR 1.9 million, and the adjusted EBIT margin was 25.8%.

The industrial market is showing signs of recovery with development trending positively over the past six consecutive months. However, geopolitical developments and fluctuations in oil prices may impact on the industrial and logistics sectors. Our sales efforts focused particularly on solutions for the wholesale and industrial sectors, our key focus areas, where the total value of new ERP deals continued to grow slightly. Customer churn has been lower, and net revenue retention (NRR) higher, compared to the previous year.

The rapid development of artificial intelligence, particularly agent-based architecture, is creating new opportunities in software development. At the end of March, we introduced an agent-based model, enabling us to accelerate development and continuously deliver new functionalities to our product. We see this as a significant long-term competitive advantage.

Customer experience is important to us, and we have strengthened resourcing across all customer-facing functions. Our customer event held in March, after a break for several years, received positive feedback and supports our goal of developing customer experience more systematically. We will increase our investments in customer engagement through events, trade fairs, webinars, and direct customer interactions.

During the review period, we completed a strategically significant acquisition by acquiring a majority stake in Jakamo Oy. Jakamo provides a cloud-based platform for supplier collaboration, connecting manufacturing companies with their supplier networks. The acquisition supports our strategy by strengthening our position across the industrial value chain and throughout the supply chain. Several integration points between Jakamo’s and Lemonsoft’s solutions have been identified, and we will productize Jakamo’s supply chain management solution also for SME customers.

During the year, we have continued to develop our organization to ensure competitiveness and long-term profitability. With the appointment of a new COO, our management team is now fully established, strengthening our ability to execute our strategy effectively.

Group Financial Development

Group financial result and profitability

January-March 2026
Net sales for the review period were EUR 7,503 thousand (7,585). Net sales decreased by EUR 82 thousand, 1.1%. Organic growth of the review period was -3.5%, organic growth of the recurring revenue was 1.0% and SaaS income increased by 7.0%. Net sales were increased by the acquisition of Jakamo Oy completed in early March 2026, the company’s net sales were not included in the comparison period.

The share of SaaS income was 79.9% (73.9), the share of transaction income 8.6% (10.5), and consulting and other income 11.5% (15.6).

EBITDA was EUR 2,104 thousand (2,944), 28.0% (38.8) of net sales. Adjusted EBITDA (adjustments specified in the Alternative performance measures section) was EUR 2,254 thousand (2,026), 30.0% (26.7) of net sales. In the comparison period the most significant adjustment item is the recognition of additional purchase price as revenue.

EBIT was EUR 1,527 thousand (2,421), 20.4% (31.9) of net sales. Adjusted EBIT (adjustments specified in the Alternative performance measures section) was EUR 1,935 thousand (1,750), 25.8% (23.1) of net sales. In the comparison period the most significant adjustment item is the recognition of additional purchase price as revenue.

Profit for the review period was EUR 1,047 thousand (957), 14.0% (12.6) of net sales.

Cash flow from operating activities was EUR 1,642 thousand (1,857).

Balance sheet, financing and investments
The balance sheet total at the end of the review period was EUR 54,581 thousand (48,090 at the end of the year 2025).

The Group has capitalized development expenses of EUR 128 thousand during the year 2026 (223 during the comparison period 2025). At the end of the review period, the Group's balance sheet included capitalized development expenses totaling EUR 3,572 thousand (2,809 at the end of the year 2025).

Total equity was EUR 30,311 thousand (29,516 at the end of the year 2025), equity increased EUR 613 thousand.

Equity ratio was 55.8% (61.5 at the end of the year 2025) and interest-bearing debt was EUR 13,648 thousand (10,569 at the end of the year 2025).

Cash and cash equivalents at the end of the review period were EUR 6,205 thousand (6,553 at the end of the year 2025).

Mandatory public tender offer for the shares in Lemonsoft Oyj
Lemonsoft Oyj announced on 7 March 2026 that, as a result of the share purchases carried out on 6 March 2026, Rite LS SPV AB’s holding of all shares and voting rights in Lemonsoft, excluding own shares held by Lemonsoft, exceeded 50 percent. As a result, Rite LS SPV AB and the Rite Ventures – entities acting in concert with Rite LS SPV AB, became obligated under the Finnish Securities Markets Act to launch a mandatory public tender offer for all shares and securities entitling to shares in Lemonsoft. The offer period commenced on 27 March 2026.

On 1 April 2026, Lemonsoft announced that the Board of Directors of Lemonsoft Oyj had issued its statement regarding the mandatory public tender offer made by Rite Ventures. According to the statement, the Board of Directors of Lemonsoft, acting through its non-conflicted members, recommends that the shareholders of Lemonsoft decline the tender offer.

Personnel

The Group’s number of employees was 208 (230) on 31 March 2026. We reported our Group personnel as follows:

R&D 99 employees
Customer functions 88 employees
Other functions, a total of 21 employees

Share-based incentive plan

The Board of Directors of Lemonsoft Oyj has established a 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 management 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 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 for the first period correspond to a maximum total of 77,000 Lemonsoft Oyj shares including the cash portion. 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 in the target group changed during the performance period and consisted of 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 consists of 4 persons (the CEO and three members of the Management Team). The gross rewards for the 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 number of shares acquired by participants 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. The number of key employees in the target group changed during the performance period and consisted of 3 persons at the end of the reporting period.

The performance criterion in the third performance period 2026 – 2028 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 consists of 6 persons (the CEO and five members of the Management Team). The gross rewards for the third period correspond to a maximum total of 142,500 Lemonsoft Oyj shares including the cash portion. The final number of shares depends on the number of shares acquired by participants 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 2026 – 2028 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, the number of Lemonsoft Oyj’s outstanding shares was 17,794,367 (18,514,153). The average number of outstanding shares during the review period January-March was 17,817,659 (18,580,528). Lemonsoft Oyj held 468,401 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 6.46 and the lowest EUR 4.52. The closing price on 31 March 2026 was EUR 4.88. The market value of the company at the closing price of the review period was approximately EUR 89.12 million. Average daily trading volume during the review period was 28,413 shares (EUR 137,821).

On 31 March 2026, the company had a total of 2,168 shareholders. The company's largest shareholders can be found on the company's investor website at https://investors.lemonsoft.fi/share/shareholders/.

Authorizations of the Board of Directors
Lemonsoft Oyj has decided in its Annual General Meeting on 14 April 2026 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 9.9% 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 2027 Annual General Meeting, but not beyond 30 June 2027. The authorization shall replace the authorization granted to the Board of Directors by the Annual General Meeting of 9 April 2025 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 9.9% 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 2027, 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. With the acceleration of product development enabled by advances in AI, entry into the industry may become easier, the number of competitors may increase, and price competition in the market may intensify.

Risks related to information security and the IT systems of service providers, as well as potential misuse, 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 14 April 2026 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 2025. A total of approximately EUR 2.5 million was paid in dividends after the review period, 28 April 2026.

Events after the review period

There were no significant events after the review period.

Profit forecast for 2026 (unchanged)

Lemonsoft estimates that the net sales for the financial year 2026 will increase by 5-13 percent compared to the financial year 2025, and that adjusted EBIT will be 23-29 percent of net sales in the financial year 2026.

Financial information

Lemonsoft Oyj will publish the following financial information in 2026:

Half-year Report January – June 2026 on Friday, 14 August 2026
Interim Report January – September 2026 on Thursday, 5 November 2026

Webcast for investors and media

Lemonsoft will host a live webcast for investors and the media in English on April 29, 2026 at 1:00pm EET. The webcast can be followed online live via this link: https://events.inderes.com/lemonsoft/2026-q1

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

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Rite Ventures supplements the tender offer document relating to the mandatory tender offer for all issued and outstanding shares in Lemonsoft Oyj

Lemonsoft Oyj | Company Release | April 16, 2026 at 17:50:00 EEST

Rite LS SPV AB (“Rite LS SPV”) and the parties acting in concert with it, Rite Internet Ventures Holding AB (“RIVH”), Rite SPV 2025-1 AB (“Rite SPV 2025-1”), and Bird Cherry Holding AB (“Bird Cherry”), which is wholly-owned by Christoffer Häggblom (Rite LS SPV, RIVH, Rite SPV 2025-1 and Bird Cherry, together “Rite Ventures” or the “Offerors”), have on 27 March 2026 commenced a mandatory tender offer to acquire all issued and outstanding shares in Lemonsoft Oyj (“Lemonsoft” or the “Company”) that are not held by Rite Ventures, Lemonsoft or any of its subsidiaries (the “Tender Offer”). The Offerors have on 26 March 2026 published a tender offer document concerning the Tender Offer, and on 2 April 2026 the first supplement document to the offer document (the tender offer document, as supplemented from time to time, the “Tender Offer Document”). The offer period for the Tender Offer commenced on 27 March 2026 at 9:30 a.m. (Finnish time) and expires on 5 May 2026 at 4:00 p.m. (Finnish time), unless the offer period is extended in accordance with the terms and conditions of the Tender Offer.

Lemonsoft announced on 14 April 2026 that the Company’s Annual General Meeting held on same day had resolved that, based on the confirmed balance sheet for the accounting period ended on 31 December 2025, a dividend of EUR 0.14 per share will be paid from the distributable funds of the Company. The record date for the dividend payment is on
16 April 2026, and the payment date is on 28 April 2026.

The Offerors announced on 15 April 2026 that, as a result of the dividend distribution by Lemonsoft, they will adjust the Offer Price in accordance with the terms of the Tender Offer Document on a euro-for-euro basis. In connection therewith, the Offerors stated that they will supplement the Tender Offer Document due to the adjustment of the offer price.

The Finnish Financial Supervisory Authority has today approved the Finnish language version of the second supplement to the Tender Offer Document (the “Second Supplement Document”). The Second Supplement Document is attached as Appendix 1 to this release.

The Tender Offer Document and the Second Supplement Document are available in Finnish at riteventures.com/lemonsoft-ostotarjous and danskebank.fi/lemonsoft, and their English language translations at riteventures.com/lemonsoft-tender-offer and danskebank.fi/lemonsoft-en. The Second Supplement Document is available as of 16 April 2026.

For further information, please contact

Christoffer Häggblom, Chair of the Board, Rite Ventures, tel. +46 728808241, torite@riteventures.com

Important Information

Information for shareholders of Lemonsoft in the United States

Forward-looking statements

Disclaimer

Appendix 1: Second Supplement Document

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Rite Ventures will adjust the offer price in its mandatory tender offer for all issued and outstanding shares in Lemonsoft Oyj due to dividend distribution by Lemonsoft Oyj

Lemonsoft Oyj | Company Release | April 15, 2026 at 11:30:00 EEST

As announced previously, Rite LS SPV AB (“Rite LS SPV”) and the parties acting in concert with it, Rite Internet Ventures Holding AB (“RIVH”), Rite SPV 2025-1 AB (“Rite SPV 2025-1”), and Bird Cherry Holding AB (“Bird Cherry”), which is wholly-owned by Christoffer Häggblom (Rite LS SPV, RIVH, Rite SPV 2025-1 and Bird Cherry, together “Rite Ventures” or the “Offerors”), commenced on 27 March 2026 a mandatory tender offer to acquire all issued and outstanding shares (the “Shares” or, individually, a “Share”) in Lemonsoft Oyj (“Lemonsoft” or the “Company”) that are not held by Rite Ventures, Lemonsoft or any of its subsidiaries (the “Tender Offer”).

The offer price is EUR 4.67 in cash for each Share validly tendered in the Tender Offer (the “Offer Price”).

As set out in the terms and conditions of the Tender Offer, should the Company distribute a dividend or otherwise distribute funds or any other assets to its shareholders, or if a record date with respect to any of the foregoing occurs prior to any of the settlements of the completion trades (whether after the expiry of the Offer Period or during or after any subsequent offer period), Rite Ventures reserves the right to adjust the Offer Price payable by Rite Ventures on a euro-for-euro basis.

Lemonsoft has, on 14 April 2026, announced that the Company’s Annual General Meeting held on the same day has resolved that, based on the confirmed balance sheet for the accounting period ended on 31 December 2025, a dividend of EUR 0.14 per share will be paid from the distributable funds of the Company. The record date for the dividend payment is on 16 April 2026, and the payment date is on 28 April 2026. As a result of the dividend distribution by Lemonsoft, the Offerors will adjust the Offer Price payable in the Tender Offer in accordance with the terms and conditions of the tender offer document on a euro-for-euro basis to the effect that the Offer Price is EUR 4.53 per Share, subject to any further adjustments.

The Offerors shall supplement the tender offer document concerning the Tender Offer and publish such supplement without undue delay. The adjustment to the Offer Price shall become effective once the Finnish Financial Supervisory Authority has approved the supplement document.

For further information, please contact

Christoffer Häggblom, Chair of the Board, Rite Ventures, tel. +46 728808241, torite@riteventures.com

Important Information

Information for shareholders of Lemonsoft in the United States

Forward-looking statements

Disclaimer

About Us

Resolutions of Lemonsoft Oyj’s Annual General Meeting

Lemonsoft Oyj | Company Release | April 14, 2026 at 17:30:00 EEST

The Annual General Meeting of Lemonsoft Oyj was held today, 14 April 2026, at Lemonsoft Oyj’s office at the address Vaasanpuistikko 20 A, 65100 Vaasa.

The Annual General Meeting adopted the annual accounts for the financial period ended on 31 December 2025 and discharged the members of the Board of Directors and the CEO from liability.

The use of the profit shown on the balance sheet and the distribution of dividends
The Annual General Meeting resolved that a dividend of EUR 0.14 per share will be paid from the company’s distributable funds according to the confirmed balance sheet for the financial period ended on 31 December 2025, corresponding to a total dividend payout of approximately EUR 2.5 million. The dividend shall be paid to shareholders who are registered on the record date, 16 April 2026, in the company’s shareholders’ register maintained by Euroclear Finland Oy. The dividend will be paid on 28 April 2026.

The Annual General Meeting also resolved that the share of profits not paid out in dividends for the financial period be transferred to the company’s retained earnings account.

Composition of the Board of Directors and remuneration to the Members of the Board and the Board’s Committees
In accordance with the proposal of the Shareholders’ Nomination Committee, the Annual General Meeting resolved that the number of members of the Board of Directors shall be six. Christoffer Häggblom, Kari Joki-Hollanti, Michael Richter, Saila Miettinen-Lähde and Ilkka Hiidenheimo were re-elected as members of the Board of Directors, and Mikael da Costa was elected as a new member of the Board of Directors. The Annual General Meeting resolved to re-elect Christoffer Häggblom as Chair of the Board of Directors.

The Annual General Meeting resolved that the remuneration for the Chair of the Board of Directors is a monthly fee of EUR 3,200, for the other members of the Board a monthly fee of EUR 1,600, and that travel expenses shall be reimbursed in accordance with the company’s travel policy. The Annual General Meeting also resolved that the Chair of the Audit Committee shall be paid a fee of EUR 1,100 per meeting and the members of the Audit Committee shall be paid a fee of EUR 550 per meeting.

Auditor
KPMG Oy Ab, Authorized Public Accountants firm, was elected as the company’s auditor. KPMG Oy Ab has informed the company that the auditor in charge will be Authorized Public Accountant Kim Järvi. The remuneration of the auditor will be paid according to a reasonable invoice submitted by the auditor.

Authorizing the Board of Directors to decide on the repurchase of the company’s own shares
The Annual General Meeting authorized 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 9.9% 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 2027 Annual General Meeting, but not beyond 30 June 2027. The authorization shall replace the authorization granted to the Board of Directors by the Annual General Meeting of 9 April 2025 regarding the repurchase of a maximum of 1,800,000 of the company’s own shares.

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 of Directors to decide on an ordinary or bonus issue of shares and the granting of special rights referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act in one or more instalments on the following terms and conditions:

The number of shares to be issued under the authorization may not exceed 1,800,000 shares in total, corresponding to approximately 9.9% of all shares in the company.
The authorization applies to both the issuance of new shares and the transfer of treasury shares held by the company.
The authorization may be used to fund or complete acquisitions or other business transactions, to implement the company’s 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 decide on all terms and conditions of the share issue and the granting of special rights entitling to shares, including the right to deviate from the shareholders’ pre-emptive subscription right.
The authorization is valid until the next Annual General Meeting, but not beyond 30 June 2027, and it replaces the previous authorizations concerning directed share issues and the issuance of special rights entitling to shares.

LEMONSOFT OYJ
BOARD OF DIRECTORS

About Us

Rite Ventures supplements the tender offer document relating to the mandatory tender offer for all issued and outstanding shares in Lemonsoft Oyj

Lemonsoft Oyj | Company Release | April 02, 2026 at 18:15:00 EEST

Rite LS SPV AB (“Rite LS SPV”) and the parties acting in concert with it, Rite Internet Ventures Holding AB (“RIVH”), Rite SPV 2025-1 AB (“Rite SPV 2025-1”), and Bird Cherry Holding AB (“Bird Cherry”), which is wholly-owned by Christoffer Häggblom (Rite LS SPV, RIVH, Rite SPV 2025-1 and Bird Cherry, together “Rite Ventures” or the “Offerors”), have on 27 March 2026 commenced a mandatory tender offer to acquire all issued and outstanding shares in Lemonsoft Oyj (“Lemonsoft” or the “Company”) that are not held by Rite Ventures, Lemonsoft or any of its subsidiaries (the “Tender Offer”). On 26 March 2026, the Offerors published a tender offer document concerning the Tender Offer (the “Tender Offer Document”). The offer period for the Tender Offer commenced on 27 March 2026 at 9:30 a.m. (Finnish time) and expires on 5 May 2026 at 4:00 p.m. (Finnish time), unless the offer period is extended or any extended offer period is discontinued in accordance with the terms and conditions of the Tender Offer.

The Finnish Financial Supervisory Authority has today approved the Finnish language version of the supplement to the Tender Offer Document (the “Supplement Document”). The Supplement Document relates to the statement by the Board of Directors of Lemonsoft on the Offer, issued on 1 April 2026, in accordance with Chapter 11, Section 13 of the Finnish Securities Markets Act (746/2012, as amended, “SMA”). The Company also published a company release regarding the statement on 1 April 2026. The Supplement Document is attached as Appendix 1 to this release.

The Tender Offer Document and the Supplement Document are available in Finnish at riteventures.com/lemonsoft-ostotarjous and danskebank.fi/lemonsoft, and their English language translations at riteventures.com/lemonsoft-tender-offer and danskebank.fi/lemonsoft-en. The Supplement Document is available as of 2 April 2026.

For further information, please contact

Christoffer Häggblom, Chair of the Board, Rite Ventures, tel. +46 728808241, torite@riteventures.com

Important Information

Information for shareholders of Lemonsoft in the United States

The Tender Offer will be made for the issued and outstanding Shares of Lemonsoft, which is domiciled in Finland, and is subject to Finnish disclosure and procedural requirements. The Tender Offer is expected to be made in the United States pursuant to Section 14(e) of, and Regulation 14E, under the Exchange Act, subject to the exemption provided under Rule 14d-1(d) under the Exchange Act, for a Tier I tender offer and otherwise in accordance with the disclosure and procedural requirements of Finnish law, including with respect to the Tender Offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those applicable under the tender offer procedures and laws of the United States for domestic offers. The Tender Offer is made to Lemonsoft’s shareholders in the United States on the same terms and conditions as those made to all other shareholders of Lemonsoft to whom an offer is made. Any informational documents, including this announcement, are being disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to Lemonsoft’s other shareholders.

Forward-looking statements

Disclaimer

Appendix 1: Supplement Document

Lemonsoft Oyj: Statement of the board of directors of Lemonsoft regarding the mandatory public tender offer by Rite Ventures

Lemonsoft Oyj | Company Release | April 01, 2026 at 12:00:00 EEST

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE UNLAWFUL.

Lemonsoft Oyj ("Lemonsoft" or "Company") announced on 7 March 2026 that Rite LS SPV AB's ("Rite LS SPV"), together with the following parties acting in concert with it, Rite Internet Ventures Holding AB ("RIVH"), Rite SPV 2025-1 AB ("Rite SPV 2025-1"), and Bird Cherry Holding AB ("Bird Cherry"), which is wholly-owned by Christoffer Häggblom, (Rite LS SPV, RIVH, Rite SPV 2025-1 and Bird Cherry, together "Rite Ventures"), portion of all shares and voting rights in Lemonsoft has exceeded 50 per cent as a result of the share transactions made on 6 March 2026 ("Share Purchases") and that Rite Ventures had thereby become obligated to launch a mandatory public tender offer for all shares and securities entitling to shares in Lemonsoft in accordance with Chapter 11, Section 19 of the Finnish Securities Markets Act (746/2012, as amended, "SMA").

As a result of the Share Purchases, Rite Ventures' shareholding in Lemonsoft increased to a total of 8,996,117 shares, which corresponded to approximately 50.56 per cent of all shares and voting rights in the Company as of the close of trading on 6 March 2026, excluding shares held in treasury by Lemonsoft. The shares of Lemonsoft are publicly traded on Nasdaq First North Growth Market Finland maintained by Nasdaq Helsinki Ltd ("Nasdaq First North").

Rite Ventures announced a mandatory public cash tender offer ("Tender Offer") on 18 March 2026 to acquire all of the issued and outstanding shares in Lemonsoft that are not held by Rite Ventures, Lemonsoft or any of its subsidiaries (the "Shares").

The Board of Directors of Lemonsoft hereby issues the below statement regarding the Tender Offer as required by Chapter 11, Section 13 of the SMA.

Tender Offer in brief

The Tender Offer is made in accordance with the terms and conditions of the tender offer document published by Rite Ventures (the "Tender Offer Document") on 26 March 2026.

The offer price is EUR 4.67 in cash for each Share validly tendered into the Tender Offer (the "Offer Price"). According to Rite Ventures, the Offer Price represents:

a price approximately 0.64 per cent lower than the closing price of the Share on Nasdaq First North on 5 March 2026, i.e., the last day of trading preceding the triggering of the obligation to launch the Tender Offer on 6 March 2026; and
a price approximately 11.34 per cent lower than the volume-weighted average price of the Share on Nasdaq First North during the three months preceding the triggering of the obligation to launch the Tender Offer.

As a result of the Share Purchases, Rite Ventures held 8,996,117 Lemonsoft Shares as of the close of trading on 25 March 2026, corresponding to approximately 50.56 per cent of all Shares and votes in Lemonsoft, excluding shares held in treasury by Lemonsoft. Prior to the Share Purchases, Rite Ventures held 8,640,498 shares in Lemonsoft, representing approximately 47.31 per cent of all shares in Lemonsoft. Rite Ventures is the largest shareholder of Lemonsoft.

According to the announcement published by Rite Ventures, the Offer Price is the highest price paid by Rite Ventures or any other parties acting in concert with Rite Ventures in accordance with the SMA for the Shares in Lemonsoft within the last six months.

The Tender Offer Document does not contain information on shareholders that have undertaken to accept the Tender Offer. Kari Joki-Hollanti, who holds approximately 26.17 per cent of the Shares and voting rights in Lemonsoft, has irrevocably undertaken not to accept the Tender Offer with respect to Shares held by him. Taking into consideration Joki-Hollanti's undertaking, Rite Ventures' portion of all Shares and voting rights in Lemonsoft may increase to 73.83 per cent as a result of the Tender Offer.

According to Rite Ventures' assessment, the completion of the Tender Offer will not require approvals from competition authorities or any notifications or applications under applicable foreign direct investment regulations. Rite Ventures' obligation to complete the Tender Offer is not conditional upon availability of financing.

The offer period of the Offer has commenced on 27 March 2026 at 9:30 a.m. (Finnish time) and is expected to expire on 5 May 2026 at 4:00 p.m. (Finnish time), unless Rite Ventures decides to extend the offer period. Rite Ventures reserves the right to extend the offer period in accordance with the terms and conditions of the Tender Offer and to the extent permitted by applicable laws and regulations. The Tender Offer is currently expected to be completed on 14 May 2026.

The Board of Directors of Lemonsoft has not participated in the drafting of the Tender Offer Document, nor has it entered into a combination agreement or other agreements or undertakings with Rite Ventures.

Background for the statement

Pursuant to the SMA, the Board of Directors of Lemonsoft must prepare a public statement regarding the Tender Offer. The statement must include a well-founded assessment of the Tender Offer from the perspective of Lemonsoft and its shareholders as well as of the strategic plans presented by Rite Ventures in the Tender Offer Document and their likely effects on the operations of, and employment at, Lemonsoft. In assessing the Tender Offer, the Board of Directors of Lemonsoft has carefully assessed the Tender Offer and potential alternative opportunities available to Lemonsoft. The Board of Directors of Lemonsoft retained a legal advisor and a financial advisor to assist it in its work, as further discussed below.

In preparing its statement, the Board of Directors of Lemonsoft has relied on information provided in the Tender Offer Document by Rite Ventures and has not independently verified such information. Accordingly, the assessment of the Board of Directors of Lemonsoft regarding the effects of the Tender Offer on Lemonsoft's operations and employees, as presented by Rite Ventures, should not be treated as conclusive.

Strategic plans presented by Rite Ventures and their likely effects on the operations of, and employment at, Lemonsoft

Information given by Rite Ventures in the Tender Offer Document

The Board of Directors of Lemonsoft has assessed Rite Ventures' strategic plans based on the Tender Offer Document.

Based on the Tender Offer Document the completion of the Tender Offer is not expected to have any effects on the operations, assets, the position of the management or employees or the location of the offices of Lemonsoft.

Based on the Tender Offer Document, Rite Ventures intends to continue developing the Company as an active owner together with the management and other shareholders and to contribute to Lemonsoft's long-term growth and value creation.

Considering that Kari Joki-Hollanti has irrevocably undertaken not to accept the Tender Offer with respect to Shares held by him, the Board of Directors of Lemonsoft is of the understanding that Rite Ventures cannot obtain more than 90 per cent of the Shares and voting rights in Lemonsoft as a result of the Tender Offer. Based on the Tender Offer Document, should Rite Ventures however obtain more than 90 per cent of the Shares and voting rights in Lemonsoft, Rite Ventures may commence redemption proceedings to redeem minority shareholders' Shares and cause Lemonsoft to apply for the delisting of the Shares from Nasdaq First North. However, based on the Tender Offer Document, the intention of Rite Ventures is that trading with the Shares in Lemonsoft on Nasdaq First North will continue as usual notwithstanding the completion of the Tender Offer.

Assessment of the Board of Directors of Lemonsoft of the strategic plans presented by Rite Ventures and their likely effects on the operations of, and employment at, Lemonsoft

The Board of Directors of Lemonsoft believes that Rite Ventures has potential to contribute to Lemonsoft's growth and development as a long-term and committed owner.

However, based on the information presented in the Tender Offer Document, the Board of Directors of Lemonsoft believes that the completion of the Tender Offer is not expected to have any effects on the operations, assets, the position of the management or employees, or the location of the offices of Lemonsoft. There can however be no assurance that Rite Ventures would in the future not seek to make material changes to Lemonsoft's strategy, operations or employees.

Lemonsoft does not expect any material adverse or positive financial consequences on it from the Tender Offer.

As at the date of this statement, the Board of Directors of Lemonsoft has not received any opinions from Lemonsoft's employee representatives regarding the effects of the Tender Offer on the employees of Lemonsoft.

Assessment of the Tender Offer from the perspective of Lemonsoft and its shareholders

When evaluating the Tender Offer and potential alternative opportunities available to Lemonsoft, the Board of Directors of Lemonsoft has considered several factors, including, but not limited to, Rite Ventures' Share Purchases, Lemonsoft's business operations, financial condition, results of operations and future prospects, the historical development of the market price of the Shares, terms and conditions of the Tender Offer, as well as Rite Ventures' capabilities to complete the Tender Offer.

As at the date of this statement, the Board of Directors of Lemonsoft has not received any proposals regarding potential competing corporate transactions. As part of its assessment of Lemonsoft's alternatives, the Board of Directors of Lemonsoft has, to the extent deemed necessary, assessed possibilities of a potential competing corporate transaction and ensured that it has the ability to consider all credible proposals regarding such corporate transactions. The Board of Directors of Lemonsoft has not made any commitments that could limit its ability to act in relation to any such potential proposals.

As Rite Ventures has acquired a shareholding in Lemonsoft constituting a controlling interest, no other party will be able to acquire a controlling interest in Lemonsoft without also acquiring all or some of the Shares in Lemonsoft held by Rite Ventures. According to the assessment of the Board of Directors of Lemonsoft, this could have an adverse effect on the willingness and possibilities of other parties to make a public tender offer for the Shares in the future. Based on its assessment, and after considering other relevant factors, the Board of Directors of Lemonsoft has reached the conclusion that there are no reasonably foreseeable prospects for obtaining competing offers.

Moreover, the assessment of the Board of Directors of Lemonsoft has been influenced by the fact that Rite Ventures holds the majority of Shares in Lemonsoft and is able to exercise a majority of the voting rights in Lemonsoft regardless of the outcome of the Tender Offer. For such reason, Lemonsoft's possibilities to operate as a fully independent company are limited and shareholders not accepting the Tender Offer will remain minority shareholders in Lemonsoft (assuming no redemption of minority shareholders' Shares or an alternative corporate transaction such as a cash merger into another company is executed), whereas the Offer Price is not subject to uncertainties other than the completion of the Tender Offer. The Board of Directors of Lemonsoft has further considered the consequences of both the acceptance and non-acceptance of the Tender Offer for Lemonsoft's shareholders based on these considerations. On the other hand, in the assessment of the Board of Directors of Lemonsoft, there does not appear to be any specific uncertainties related to the completion of the Tender Offer based on the Tender Offer Document, considering that the Tender Offer is, and a mandatory public tender offer may pursuant to the SMA be, conditional only on receipt of necessary regulatory approvals.

Assessment of the Offer Price

The Offer Price is EUR 4.67 in cash for each Share validly tendered in the Tender Offer. According to the terms and conditions of the Tender Offer, should Lemonsoft increase the number of Shares that are issued and outstanding on the date hereof as a result of a new share issue, reclassification, stock split or any other similar transaction, or should Lemonsoft distribute a dividend or otherwise distribute funds or any other assets to its shareholders, or if a record date with respect to any of the foregoing occurs prior to any of the settlements of the completion trades (whether after the expiry of the Offer Period or during or after any subsequent offer period), Rite Ventures reserves the right to adjust the Offer Price payable by Rite Ventures on a euro-for-euro basis. The Board of Directors of Lemonsoft has proposed to the annual general meeting to be held on 14 April 2026, that based on the balance sheet to be adopted for the financial year ended 31 December 2025, a dividend of EUR 0.14 per share would be paid from the company's distributable funds, resulting in a total dividend payment of approximately EUR 2.5 million. The dividend distribution possibly approved by the annual general meeting may hence result in the adjustment of the Offer Price.

Based on an overall assessment of the factors considered significant by the Board of Directors of Lemonsoft in evaluating the Tender Offer, the Board of Directors of Lemonsoft considers that the consideration offered by Rite Ventures to the shareholders of Lemonsoft (other than Rite Ventures, Lemonsoft or its subsidiaries) is not fair. These matters and factors include, but are not limited to, the following.

Information on the business operations of Lemonsoft and expected future development

Lemonsoft is a Finnish software company that designs, develops and sells cloud-based software solutions to streamline its customers' processes across different business lines and administration. Lemonsoft operates in the ERP software market in Finland primarily as a service provider for SMEs. Lemonsoft's customer base consists of customers using Lemonsoft's software solutions from especially the fields of industrial manufacturing, wholesale and retail, professional services automation, construction and accounting.

Lemonsoft has updated its strategy towards the end of 2025. The updated strategy rests on four focus areas: strengthening market leadership in industrial manufacturing and wholesale trade, developing category-defining solutions, building organisational excellence, and partnering with value-creating companies. According to the assessment of the Board of Directors of Lemonsoft, the updated strategy gives Lemonsoft a clearer direction and enables Lemonsoft to focus on the areas where Lemonsoft can create the most value for its customers and shareholders.

The Offer Price compared to the historical market prices and current market price of the Shares

According to Rite Ventures the Offer Price represents:

a price approximately 0.64 per cent lower than the closing price of the Share on Nasdaq First North on 5 March 2026, i.e., the last day of trading preceding the triggering of the obligation to launch a mandatory tender offer on 6 March 2026; and
a price approximately 11.34 per cent lower than the volume-weighted average price of the Share on Nasdaq First North during the three-month period preceding the triggering of the obligation to launch a mandatory tender offer.

The Board of Directors of Lemonsoft notes that the Offer Price is approximately 0.64 per cent lower than the closing price of the Shares on the last trading day prior to the obligation to launch the mandatory tender offer and approximately 11.34 per cent lower than the volume-weighted average price of the Shares on Nasdaq First North during the three-month period preceding the triggering of the obligation to launch the mandatory tender offer.

As described above, the Offer Price does not represent a premium relative to the market prices of the Shares.

Analysts' target prices for the Shares

The target prices set by equity analysts for the Shares exceed the amount of the Offer Price. On 19 February 2026, Inderes set a target price of EUR 6.50 per Share for the Shares in Lemonsoft, which is approximately EUR 1.83, or about 39.2%, higher than the Offer Price. On 20 February 2026, Danske Bank set a target price of EUR 5.50 per Share, which is approximately EUR 0.83, or about 17.8%, higher than the Offer Price.

Financing of the Tender Offer

The Board of Directors notes that pursuant to the SMA, Rite Ventures has an obligation to ensure that it is able to pay the full amount of the Offer Price offered in the Tender Offer. Based on the Tender Offer Document, the Board of Directors of Lemonsoft believes that Rite Ventures has secured necessary and adequate financing so that Rite Ventures will have sufficient funds in the form of cash in order to pay the aggregate Offer Price in the Tender Offer.

Financial analysis made by the Board of Directors of Lemonsoft

The Board of Directors of Lemonsoft has assessed the long-term value of Lemonsoft in connection with the Tender Offer. For this purpose, the external financial advisor appointed by the Board of Directors of Lemonsoft prepared a valuation of the Company's share capital for Board of Directors of Lemonsoft using various valuation methods. The valuation was based on Lemonsoft's business plan, commercial assessments and other available information.

Opinion of a financial advisor received by the Board of Directors of Lemonsoft

The Board of Directors of Lemonsoft has received from its external financial advisor, Aktia Alexander Corporate Finance, a fairness opinion dated 1 April 2026. The fairness opinion concludes that as at the date of the fairness opinion, the Offer Price offered to holders of Shares (other than Rite Ventures, Lemonsoft or its subsidiaries) in the Tender Offer was not fair from a financial point of view to such holders. The fairness opinion was based on and is subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken as further described in the fairness opinion. The fairness opinion of Aktia Alexander Corporate Finance is attached as an Appendix to this statement. Aktia Alexander Corporate Finance is acting as the financial advisor in connection with the Tender Offer and will receive a fixed fee for its fairness opinion regardless of the outcome of the Tender Offer. Aktia Alexander Corporate Finance is acting as the certified advisor of Lemonsoft in accordance with the rules of Nasdaq First North. Aktia Alexander Corporate Finance has previously provided and may in the future provide investment banking services unrelated to the Tender Offer to Lemonsoft, Rite Ventures, and/or their affiliated companies, for which Aktia Alexander Corporate Finance may receive customary compensation.

Consequences of the acceptance or non-acceptance of the Tender Offer

The below statements are intended to provide the shareholders of Lemonsoft with information necessary to make an assessment of the potential consequences of accepting or not accepting the Tender Offer. While they assess certain aspects which the Board of Directors of Lemonsoft considers relevant for the shareholders' decision whether to accept or not to accept the Tender Offer, they may not be an exhaustive description of considerations relevant for such decision. The below considerations may be affected by the individual circumstances of each shareholder. The below considerations assume that following the completion of the Tender Offer, Rite Ventures would on an aggregate basis hold not more than 90 per cent of the Shares and voting rights in Lemonsoft and that consequently there would be no redemption of the minority shareholders' Shares in Lemonsoft and that Lemonsoft would remain listed on Nasdaq First North.

Potential consequences of accepting the Tender Offer

Considering the foregoing, Lemonsoft's shareholders who intend to accept the Tender Offer should consider the following aspects:

Shareholders who accept the Tender Offer will receive the Offer Price of EUR 4.67 per Share upon the settlement of the Tender Offer. The Offer Price is paid against the delivery of Shares tendered in the Tender Offer.
Shareholders who accept the Tender Offer will not directly benefit from any potential favourable development of the market price of the Shares or any positive business development of Lemonsoft. In addition, shareholders who accept the Tender Offer will not directly bear the risk from any potential adverse development of the market price of the Shares or any adverse business development of Lemonsoft.
The settlement of the Tender Offer and the payment of the Offer Price will occur only after the end of the offer period of the Tender Offer. Until such time, shareholders who have accepted the Tender Offer may be unable to sell their Shares. According to the Tender Offer Document, acceptances are binding and cannot be withdrawn, unless otherwise provided under applicable law.
Should Rite Ventures acquire Shares in Lemonsoft within nine months from the end of the offer period of the Tender Offer on terms that are more favourable to the sellers than those of the Tender Offer, Rite Ventures would be, pursuant to the SMA, obliged to compensate the difference to those Lemonsoft shareholders who accepted the Tender Offer. However, following the end of such nine-month period, Rite Ventures is free to acquire further Shares in Lemonsoft on terms more favourable than those of the Tender Offer without being obliged to compensate the shareholders who have accepted the Tender Offer.

Potential consequences of not accepting the Tender Offer

Considering the foregoing, Lemonsoft's shareholders who intend not to accept the Tender Offer should consider the following aspects:

Shareholders who do not accept the Tender Offer will not receive the Offer Price of EUR 4.67 per Share upon the settlement of the Tender Offer. Should a shareholder that has not accepted the Tender Offer wish to sell the Shares held by it, it would have to sell its Shares on the open market or negotiate an alternative transaction concerning its Shares.
Shareholders who do not accept the Tender Offer are exposed to the opportunities, but also to the risks, related to the future development of the market price of the Shares and any business development of Lemonsoft. It is uncertain whether the market price of the Shares will remain at its current level, or whether it will decrease or increase.
Should Rite Ventures acquire Shares within nine months from the end of the offer period of the Tender Offer on terms that are more favourable to the sellers than those of the Tender Offer, Rite Ventures would be, pursuant to the SMA, obliged to compensate the difference to those Lemonsoft shareholders who accepted the Tender Offer. Conversely, such compensation would not be payable to the shareholders who did not accept the Tender Offer.
Shares will continue to be listed and traded on Nasdaq First North, assuming that Rite Ventures does not apply for a delisting of the Shares. According to the rules of Nasdaq First North, Shares may be removed from trading by application, which may be approved by Nasdaq First North unless it finds that removal would be detrimental to the interest of the investors or the securities market. Delisting would result in substantially less onerous disclosure obligations and investor protection rules being applied to Lemonsoft. Based on the Tender Offer Document the intention of Rite Ventures is that trading with the Shares on Nasdaq First North will continue as usual notwithstanding the completion of the Tender Offer.
The Tender Offer will, depending on the number of Shares validly tendered in the Tender Offer, reduce the number of Lemonsoft's shareholders and the number of Shares available to be traded on Nasdaq First North. The Tender Offer may have an adverse effect on the liquidity and value of the Shares and, consequently, may make it more difficult to sell the Shares in a timely manner or at a favourable price.
As a company majority-owned by Rite Ventures with potentially reduced trading volumes in the Shares, the number of equity analysts following Lemonsoft may fall. This may in turn adversely affect investor interest in Lemonsoft and the Shares, which may result in less liquidity in the Shares and in a decrease in the market price of the Shares.
As a controlling shareholder, Rite Ventures will be in a position to influence Lemonsoft's course of business, including, but not limited to, strategy, business plan and future M&A opportunities, irrespective of the number of Shares acquired in the Tender Offer. It is uncertain whether the course of business, as influenced by Rite Ventures, would be as beneficial, more beneficial or less beneficial to the shareholders of Lemonsoft than the current course of business.
A shareholder, whose votes represent a majority of the given votes in the general meeting, may according to the Finnish Companies Act (624/2006, as amended, the "Finnish Companies Act") decide on all the issues that are to be decided at the annual general meeting by a simple majority of votes. Depending on the number of Shares tendered in the Tender Offer and the level of participation in future general meetings of Lemonsoft, if Rite Ventures holds two-thirds or more of the Shares or voting rights in Lemonsoft represented in a general meeting, it would pursuant to the Finnish Companies Act be able to independently make major decisions concerning Lemonsoft, including directed issuances of shares, repurchases of shares, mergers, demergers, and a voluntary liquidation of Lemonsoft.
Pursuant to the Finnish Companies Act, a shareholder that holds more than 90 per cent of all shares and voting rights in a company shall have the right to acquire and, subject to a demand by other shareholders, also be obligated to redeem the shares owned by the other shareholders. In such case, the Shares held by Lemonsoft's shareholders, who have not accepted the Tender Offer, may be redeemed at fair value through redemption proceedings under the Finnish Companies Act in accordance with the conditions set out therein. Such fair value could be higher, the same or lower than the Offer Price. Considering that Kari Joki-Hollanti has irrevocably undertaken not to accept the Tender Offer with respect to Shares held by him, the Board of Directors of Lemonsoft understands that Rite Ventures cannot acquire more than 90 per cent of Lemonsoft's Shares and votes as a result of the Tender Offer.

Recommendation of the Board of Directors of Lemonsoft

The Board of Directors of Lemonsoft has carefully assessed the Tender Offer and its terms and conditions based on the Tender Offer Document, other available information and with the assistance of its advisors.

Based on the foregoing, the Board of Directors of Lemonsoft, acting through its non-conflicted members and considering the various factors affecting the matter, is of the view that the Offer Price offered in the Tender Offer is not fair to the shareholders of Lemonsoft other than to Rite Ventures.

Taking into consideration the above-mentioned viewpoints, including the relative certainty provided by the Offer Price compared with the relative uncertainty relating to Lemonsoft's future strategy, operations, dividend policy and other matters, the Board of Directors of Lemonsoft, acting through its non-conflicted members, recommends that the shareholders of Lemonsoft decline the Tender Offer.

Other issues

The Board of Directors of Lemonsoft notes that the Tender Offer may, as is common in such processes, involve unforeseeable risks.

Lemonsoft has undertaken to comply with the Helsinki Takeover Code referred to in Chapter 11, Section 28 of the SMA (the "Takeover Code").

Before evaluating the Tender Offer, each member of the Board of Directors of Lemonsoft has independently assessed and given notice to the Board of Directors of any known connections to Rite Ventures and/or the completion of the Tender Offer as well as other matters that could either result in the member of the Board of Directors being disqualified in the manner referred to in the Finnish Companies Act or otherwise impact the ability of the member of the Board of Directors to participate in the evaluation of the Tender Offer unconstrained by undue influences.

Ilkka Hiidenheimo, Kari Joki-Hollanti and Saila Miettinen-Lähde have participated in the approval of this statement by the Board of Directors of Lemonsoft. They have been deemed to have no conflict of interest, as defined in the Finnish Companies Act, with respect to deciding on the Board’s statement, and the Board of Directors of Lemonsoft in this composition has unanimously approved this statement. Ilkka Hiidenheimo and Saila Miettinen-Lähde, members of the Board of Directors of Lemonsoft unconstrained by undue influences as referred to in the Takeover Code, participated in the preparation of this statement. Kari Joki-Hollanti, who holds approximately 26.17 per cent of Shares and votes in Lemonsoft and has irrevocably undertaken not to accept the Tender Offer with respect to Shares held by him, and is therefore, in the opinion of the Board of Directors of Lemonsoft, constrained by undue influences as referred to in the Takeover Code, did not participate in the preparation of this statement by the Board of Directors. Christoffer Häggblom, Chairman of the Board of Directors of Lemonsoft, who wholly owns Bird Cherry, and Michael Richter, a member of the Board of Directors of Lemonsoft, both of whom represent the Rite Ventures group, have not participated in the preparation or approval of the Tender Offer or this statement in the Board of Directors of Lemonsoft.

This statement of the Board of Directors of Lemonsoft does not constitute investment or tax advice and, particularly, the Board of Directors of Lemonsoft has not specifically evaluated the general price development of the Shares or the risks generally relating to the Shares. Shareholders of Lemonsoft must independently decide whether to accept or not to accept the Tender Offer and, in their decision-making, shareholders should consider all relevant information available to them, including information presented in the Tender Offer Document and this statement as well as any other factors affecting the value of the Shares.

The Board of Directors of Lemonsoft may amend or supplement this statement if so required under applicable laws or regulations, or if there otherwise occurs a material change in the circumstances relevant for this statement.

Lemonsoft has retained Aktia Alexander Corporate Finance Ltd as financial advisor and Krogerus Attorneys Ltd as legal advisor in connection with the Tender Offer.

Lemonsoft Oyj

Board of Directors

Appendix: Fairness opinion of Aktia Alexander Corporate Finance Ltd

Distribution

Nasdaq First North Growth Market Finland

Main Media

www.lemonsoft.fi

Further information:

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

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 Information

THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR THE UNITED STATES OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.

THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS RELEASE IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN, AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR THE UNITED STATES. INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR PARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.

THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAWS OR REGULATIONS. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX, TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR THE UNITED STATES. THE TENDER OFFER CANNOT BE ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN, AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR THE UNITED STATES AND ANY PURPORTED ACCEPTANCE OF THE TENDER OFFER RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.

Information for shareholders of Lemonsoft in the United States

Shareholders of Lemonsoft in the United States are advised that the shares are not listed on a U.S. securities exchange and that Lemonsoft is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder.

The Tender Offer will be made for the issued and outstanding shares of Lemonsoft, which is domiciled in Finland, and is subject to Finnish disclosure and procedural requirements. The Tender Offer is expected to be made in the United States pursuant to Section 14(e) of, and Regulation 14E, under the Exchange Act, subject to the exemption provided under Rule 14d-1(c) under the Exchange Act, for a Tier I tender offer and otherwise in accordance with the disclosure and procedural requirements of Finnish law, including with respect to the Tender Offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those applicable under the tender offer procedures and laws of the United States for domestic offers. The Tender Offer is made to Lemonsoft's shareholders in the United States on the same terms and conditions as those made to all other shareholders of Lemonsoft to whom an offer is made. Any informational documents, including this announcement, are being disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to Lemonsoft's other shareholders.

To the extent permissible under applicable law or regulations, Rite Ventures and its affiliates or its brokers and its brokers’ affiliates (acting as agents for Rite Ventures or its affiliates, as applicable) may from time to time after the date of this release and during the pendency of the Tender Offer, and other than pursuant to the Tender Offer, directly or indirectly purchase or arrange to purchase shares or any securities that are convertible into, exchangeable for or exercisable for shares, provided that any such purchases shall be effected outside of the United States. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices, and the consideration in the Tender Offer must be increased to match any such consideration paid outside the Tender Offer. To the extent information about such purchases or arrangements to purchase is made public in Finland, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of Lemonsoft of such information. In addition, the financial adviser to Rite Ventures may also engage in ordinary course trading activities in securities of Lemonsoft, which may include purchases or arrangements to purchase such securities. To the extent required in Finland, any information about such purchases will be made public in Finland in the manner required by Finnish law.

The receipt of cash pursuant to the Tender Offer by a U.S. holder of shares may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each holder of shares is urged to consult its independent professional advisers immediately regarding the tax and other consequences of accepting the Tender Offer.

To the extent the Tender Offer is subject to U.S. securities laws, those laws only apply to U.S. holders of shares and will not give rise to claims on the part of any other person. It may be difficult for Lemonsoft's shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws, since Rite Ventures and Lemonsoft are located in non-U.S. jurisdictions and some or all of their respective officers and directors may be residents of non-U.S. jurisdictions. Lemonsoft's shareholders may not be able to sue Rite Ventures or Lemonsoft or their respective officers or directors in a non-U.S. court for violations of the U.S. federal securities laws. It may be difficult to compel Rite Ventures and Lemonsoft and their respective affiliates to subject themselves to a U.S. court's judgment.

Lemonsoft Oyj – Managers’ Transactions – Yli-Hakuni

Lemonsoft Oyj | Company Release | March 27, 2026 at 17:00:00 EET

Lemonsoft Oyj – Managers' Transactions
____________________________________________
Person subject to the notification requirement
Name: Kari Markus Yli-Hakuni
Position: Other senior manager
Issuer: Lemonsoft Oyj
LEI: 743700OHBVFFCVF69E45
Notification type: INITIAL NOTIFICATION
Reference number: 149459/6/6
____________________________________________
Transaction date: 2026-03-27
Venue: FIRST NORTH GROWTH MARKET FINLAND (FSME)
Instrument type: SHARE
ISIN: FI4000512678
Nature of transaction: ACQUISITION
Transaction details
(1): Volume: 1898 Unit price: 5 EUR
(2): Volume: 1055 Unit price: 5 EUR
(3): Volume: 1000 Unit price: 5 EUR
Aggregated transactions (3):
Volume: 3953 Volume weighted average price: 5 EUR

About Us

Rite Ventures commences the mandatory public tender offer for all the issued and outstanding shares in Lemonsoft Oyj on 27 March 2026

Lemonsoft Oyj | Company Release | March 26, 2026 at 22:00:00 EET

Rite Ventures announced on 6 March 2026 that Rite LS SPV AB (”Rite LS SPV”) and parties acting in concert with it, Rite Internet Ventures Holding AB (“RIVH”), Rite SPV 2025-1 AB (“Rite SPV 2025-1”) and Bird Cherry Holding AB (“Bird Cherry”) (Rite LS SPV, Bird Cherry, RIVH and Rite SPV 2025-1, together “Rite Ventures” or the “Offerors”) had become obligated to launch a mandatory public tender offer for all shares and securities entitling to shares in Lemonsoft Oyj (”Lemonsoft” or the ”Company”). Accordingly, on 18 March 2026, Rite Ventures announced the mandatory public tender offer for all the issued and outstanding shares in Lemonsoft that are not held by Rite Ventures, Lemonsoft or any of its subsidiaries (the “Shares”) (the “Tender Offer”).

The Finnish Financial Supervisory Authority has today approved the Finnish language version of the tender offer document relating to the Tender Offer (the “Tender Offer Document”). The offer period for the Tender Offer will commence on 27 March 2026 at 9:30 a.m. (Finnish time) and expire on 5 May 2026 at 4:00 p.m. (Finnish time) (the “Offer Period”), unless the Offer Period is extended or any extended offer period is discontinued in accordance with the terms and conditions of the Tender Offer.

The Finnish language version of the Tender Offer Document is available as of today, 26 March 2026, at riteventures.com/lemonsoft-ostotarjous and danskebank.fi/lemonsoft. Similarly, the English language translation of the Tender Offer Document is available at riteventures.com/lemonsoft-tender-offer and danskebank.fi/lemonsoft-en.

The offer price is EUR 4.67 in cash for each Share validly tendered in the Tender Offer (the “Offer Price”). The Offer Price has been determined based on 18,262,768 issued shares in Lemonsoft as at the date of Tender Offer Document (26 March 2026). Should the Company increase the number of Shares that are issued and outstanding on the date hereof as a result of a new share issue, reclassification, stock split or any other similar transaction, or should the Company distribute a dividend or otherwise distribute funds or any other assets to its shareholders, or if a record date with respect any of the foregoing occurs prior to any of the settlements of the completion trades (whether after the expiry of the Offer Period or during or after any subsequent offer period (the “Subsequent Offer Period”)), the Offerors reserve the right to adjust the Offer Price payable accordingly on a euro-for-euro basis.

As at the date of this release, the Board of Directors of Lemonsoft has not issued a statement on the Tender Offer. The Offerors will supplement the Tender Offer Document with Lemonsoft’s Board of Directors’ statement after its publication.

Lemonsoft’s Board member Kari Joki-Hollanti holding approximately 26.17 per cent of the shares and voting rights in Lemonsoft, has irrevocably undertaken not to accept the Tender Offer with respect to shares held by him, provided that the Tender Offer is carried out in accordance with the terms and conditions and within the time frame described in the Tender Offer Document.

In accordance with Chapter 11, Section 15 of the Finnish Securities Markets Act (746/2012, as amended, “SMA”), a mandatory tender offer may only be subject to obtaining the necessary regulatory decisions. The Offerors are of the view that the completion of the Tender Offer will not require approvals from competition authorities or any notifications or applications under applicable foreign direct investment regulations.

The obligation of the Offerors to accept for payment the Shares validly tendered and to complete the Tender Offer shall be subject to the receipt of all necessary regulatory approvals, permits and consents on or by the date of the Offerors’ announcement of the final result of the Tender Offer in accordance with Chapter 11, Section 18 of the SMA. However, on the date of this Tender Offer Document, the Offerors are not aware of any regulatory or similar approvals which would be required for the completion of the Tender Offer.

Most Finnish account operators are expected to send a notice regarding the Tender Offer and related instructions and an acceptance form to their customers who are registered as shareholders in the shareholders’ register of Lemonsoft maintained by Euroclear Finland. Shareholders of Lemonsoft who do not receive such instructions or an acceptance form from their account operator or asset manager should first contact their account operator or asset manager and can subsequently contact Danske Bank A/S, Finland Branch (“Danske Bank”) by sending an email to Lemonsoft-offer@danskebank.com, where such shareholders of Lemonsoft can receive information on submitting their acceptance of the Tender Offer, or, if such shareholders are U.S. residents or located within the United States, they may contact their brokers for the necessary information.

Those shareholders of Lemonsoft whose Shares are nominee-registered and who wish to accept the Tender Offer, must submit their acceptance in accordance with the instructions given by their custodian of the nominee-registered Shares. The Offerors will not send an acceptance form or any other documents related to the Tender Offer to nominee-registered shareholders of Lemonsoft.

A shareholder of Lemonsoft who wishes to accept the Tender Offer must submit the properly completed and duly executed acceptance form to the account operator that manages the shareholder’s book-entry account in accordance with the instructions and within the time period set by the account operator. Any acceptance must be submitted in such a manner that it will be received within the Offer Period and/or any Subsequent Offer Period taking into account, however, the instructions given by the relevant account operator. The account operator may request the receipt of acceptances prior to the expiration of the Offer Period and/or Subsequent Offer Period. Shareholders of Lemonsoft submit acceptances at their own risk. Any acceptance will be considered as submitted only when an account operator has actually received it. The Offerors reserve the right to reject or approve, in its sole discretion, any acceptance submitted outside the Offer Period or any Subsequent Offer Period, as applicable, or in an incorrect or incomplete manner.

The Offerors will announce the preliminary result of the Tender Offer on or about the first (1^st) Finnish banking day following the expiration of the Offer Period (including any extended or discontinued Offer Period). The final result of the Tender Offer will be announced on or about the third (3^rd) Finnish banking day following the expiration of the Offer Period (including any extended or discontinued Offer Period). In connection with the announcement of the final result, the percentage of the Shares in respect of which the Tender Offer has been validly accepted and not validly withdrawn will be confirmed.

The Offerors reserve the right to acquire Shares also in public trading on the Nasdaq First North Growth Market Finland maintained by Nasdaq Helsinki Ltd (“Nasdaq First North”) or otherwise outside the Tender Offer during and after the Offer Period (including any extension thereof) and any Subsequent Offer Period and thereafter to the extent permitted by applicable laws and regulations.

The terms and conditions of the Tender Offer are enclosed in their entirety to this release (Appendix 1).

The Offerors have appointed Danske Bank A/S, Finland branch as its financial advisor and Hannes Snellman Attorneys Ltd as its legal advisor in connection with the Tender Offer.

For further information, please contact

Christoffer Häggblom, Chair of the Board, Rite Ventures, tel. +46 728808241, torite@riteventures.com

Important Information

Information for shareholders of Lemonsoft in the United States

The Tender Offer will be made for the issued and outstanding Shares of Lemonsoft, which is domiciled in Finland, and is subject to Finnish disclosure and procedural requirements. The Tender Offer is expected to be made in the United States pursuant to Section 14(e) of, and Regulation 14E, under the Exchange Act, subject to the exemption provided under Rule 14d-1(d) under the Exchange Act, for a Tier I tender offer and otherwise in accordance with the disclosure and procedural requirements of Finnish law, including with respect to the Tender Offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those applicable under the tender offer procedures and laws of the United States for domestic offers. The Tender Offer is made to Lemonsoft’s shareholders in the United States on the same terms and conditions as those made to all other shareholders of Lemonsoft to whom an offer is made. Any informational documents, including this announcement, are being disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to Lemonsoft’s other shareholders.

Forward-looking statements

Disclaimer

Appendix 1: Terms and conditions of the Tender Offer

About Us