English arkistot - Sivu 39 45:stä

The board of directors of Lemonsoft Oyj decided on a new share-based incentive plan

Lemonsoft Oyj | Company Release | March 21, 2024 at 17:30:00 EET

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

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

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

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

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.

Lemonsoft Oyj has published the Annual Report for 2023

Lemonsoft Oyj | Company Release | March 21, 2024 at 13:00:00 EET

Lemonsoft Oyj has published the Annual Report for the financial year 2023. The Annual Report includes the Report of the Board of Directors, the Financial Statements and the Auditor's Report for 2023.

The Annual Report can be found on https://investors.lemonsoft.fi/material/.

The Annual Report is also attached to this release as a pdf file.

About Us

Notice of the Annual General Meeting of Lemonsoft Oyj

Lemonsoft Oyj | Company Release | March 04, 2024 at 16:30:00 EET

Lemonsoft Oyj’s shareholders are invited to the Annual General Meeting to be held on Tuesday 9 April 2024, starting at 10 a.m., at Lemonsoft Oyj’s office at the address Vaasanpuistikko 20 A, 65100 Vaasa. The reception of registered Annual General Meeting participants and the distribution of voting ballots will begin at the meeting venue at 9:30 a.m.

Shareholders may also exercise their right to vote by voting in advance. Instructions for advance voting are provided in section C of this Notice of the Annual General Meeting.

A. Matters on the agenda of the Annual General Meeting

The following matters will be considered at the Annual General Meeting:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinize the minutes and persons to supervise the counting of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the financial statements, the report of the Board of Directors and the auditor’s report for the year 2023

Presentation of the review by the CEO.

The company’s financial statements, the report of the Board of Directors and the auditors’ report are available from 19 March 2024 onwards on the company’s website at https://investors.lemonsoft.fi.

7. Adoption of the financial statements

8. Resolution on the use of the profit shown on the balance sheet and authorizing the Board of Directors to decide on the distribution of dividends

The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.14 per share be paid according to the confirmed balance sheet for the accounting period ending on 31 December 2023, corresponding to a total dividend payout of approximately EUR 2.6 million. The dividend shall be paid to shareholders registered on the record date, 11 April 2024, as a shareholder in the company’s shareholders’ register maintained by Euroclear Finland Oy. The Board of Directors proposes that the dividend be paid on 22 April 2024. The Board of Directors proposes that the share of profits not paid out in dividends for the accounting period be transferred to the company’s retained earnings account.

9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability

10. Resolution on the number of members on the Board of Directors and election of Board members

The Shareholders’ Nomination Board, the members of which represent the company’s three largest shareholders, or approximately 72,84 % of all the shares and votes in the company, proposes to the Annual General Meeting that the Board consist of five actual members, as before.

The Shareholders’ Nomination Board proposes that the company’s Board of Directors continue with the current composition and that the following five actual members be re-elected in the Board of Directors: Christoffer Häggblom, Kari Joki-Hollanti, Ilkka Hiidenheimo, Saila Miettinen-Lähde and Michael Richter.

11. Resolution on the remuneration of the members of the Board of Directors and its committees and the reimbursement of travel expenses

The Shareholders’ Nomination Board proposes that, as in the previous year, the remuneration of the Chairman of the Board of Directors is a monthly fee of EUR 3,100, the other actual members of the Board a monthly fee of EUR 1,550 and that travel expenses be reimbursed in accordance with the company’s travel policy.

The Shareholders’ Nomination Board proposes that the remuneration of the Audit Committee remain unchanged, with the Chairman of the Audit Committee paid a fee of EUR 1,000 per meeting and the members of the Audit Committee paid a fee of EUR 500 per meeting.

12. Resolution on the remuneration for the auditor

The Board of Directors proposes to the Annual General Meeting that the remuneration for the auditor be paid according to reasonable invoice submitted by the auditor.

13. Election of the auditor

The Board of Directors proposes that the auditing company KPMG Oy Ab be elected as the company’s auditor. KPMG Oy Ab has informed the company that the auditor in charge would be Authorized Public Accountant Kim Järvi.

14. Authorizing the Board of Directors to decide on the repurchase of the company’s own shares

The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to decide on the repurchase of the company’s own shares on the following terms and conditions:

– By virtue of the authorization, the Board of Directors would be authorized to decide on the repurchase of a maximum of 1,800,000 of the company’s own shares. The proposed maximum number of shares to be repurchased corresponds to approximately 9.7% of 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 proposed to remain valid until the 2025 Annual General Meeting, but not beyond 30 June 2025. The authorization shall replace the authorization granted to the Board of Directors by the Annual General Meeting of 4 April 2023 regarding the repurchase of a maximum of 1,800,000 of the company’s own shares.

15. Authorizing the Board of Directors to decide on a share issue and the granting of option rights and other special rights entitling to shares

The Board proposes that the Annual General Meeting should authorize the Board of Directors to decide on an ordinary or bonus issue of shares and the granting of special rights (as defined in Section 1, Chapter 10 of the Limited Liability Companies Act) in one or more instalments with the following terms and conditions:

– This issue may total a maximum of 2,000,000 shares corresponding to a maximum of approximately 10,8 % 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 the conditions of the issuance of shares and the issuance of special rights entitling to shares, including the right to deviate from the shareholders’ pre-emptive subscription right.

– The authorization is proposed to remain in force until the next Annual General Meeting; however, no longer than until 30 June 2025, and it would replace the previous authorizations granted regarding a directed share issue and the issuance of special rights entitling to shares.

16. Closing of the meeting

—————————————

B. Documents of the Annual General Meeting

The aforementioned decision proposals on the agenda of the Annual General Meeting and this notice of the Annual General Meeting are available on Lemonsoft Oyj’s website at https://investors.lemonsoft.fi. The company’s financial statements, report of the Board of Directors and auditor’s report will also be available on the said website on 19 March 2024 at the latest. A copy of the annual report will be sent to shareholders by request. The decision proposals and the other aforementioned documents will also be available at the Annual General Meeting.

The minutes of the Annual General Meeting will be available on Lemonsoft Oyj’s investor website on 23 April 2024, at the latest.

C. Instructions for meeting participants

1. Shareholder registered in the list of shareholders

A shareholder who is registered in the company’s shareholder register maintained by Euroclear Finland Oy on 26 March 2024 has the right to participate in the Annual General Meeting. Shareholders whose shares are registered in their personal Finnish book-entry account are registered in the company’s shareholder register. Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of voting rights held in the meeting.

Registration for the Annual General Meeting starts on 5 March 2024 at 10 a.m. A shareholder registered in the company’s shareholder register who wishes to take part in the Annual General Meeting must register by Tuesday 2 April 2024 at 4 p.m. at the latest, by which time the registration must have been received by the company. Shareholders can register for the Annual General Meeting as follows:

a) Via the company’s website at https://investors.lemonsoft.fi/yhtiokokous. For electronic registration, the shareholder or their legal representative is required to use strong identification by means of Finnish, Swedish or Danish bank IDs or a mobile ID; or

b) By email or post. A shareholder registering by email or post is required to submit the registration form and advance voting form available on the company’s website at https://investors.lemonsoft.fi/yhtiokokous, or the corresponding information, by post to Innovatics Oy at the address Innovatics Oy, Yhtiökokous/Lemonsoft Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki, or by email to agm@innovatics.fi.

The requested information, including the shareholder’s name, date of birth or Business ID, contact details, the name of a possible assistant or proxy representative, and the date of birth of the proxy representative. The personal data disclosed by shareholders to Lemonsoft Oyj will only be used in connection with the Annual General Meeting and related processing of the necessary registrations.

Shareholders or their proxy representatives must verify their identity and/or right of representation at the Annual General Meeting venue upon request.

More information on registration and advance voting is available on the company’s website at https://investors.lemonsoft.fi/yhtiokokous and by telephone during the Annual General Meeting registration period from Innovatics Oy on +358 10 2818 909 on weekdays from 9 a.m. to 12 noon and from 1 p.m. to 4 p.m.

2. Holders of nominee-registered shares

Holders of nominee-registered shares have the right to take part in the Annual General Meeting by virtue of shares, based on which they, on the record date of the Annual General Meeting, 26 March 2024, would be entitled to be registered in the company’s shareholder register maintained by Euroclear Finland Oy. The right to participate in the Annual General Meeting also requires that the shareholder has been temporarily entered in the shareholders’ register maintained by Euroclear Finland Oy no later than on 4 April 2024 at 10 a.m. on the basis of such shares. With regard to nominee-registered shares, this constitutes registration for the Annual General Meeting. Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of voting rights held in the meeting.

Holders of nominee-registered shares are advised to request without delay the necessary instructions regarding temporary registration in the shareholders’ register, the issuing of proxy documents and voting instructions, registration for the Annual General Meeting and advance voting from their custodian bank. The account manager of the custodian bank is required to temporarily register a holder of nominee-registered shares who wishes to participate in the Annual General Meeting in the company’s shareholders’ register no later than the time stated above and, if necessary, take care of advance voting on behalf of the nominee-registered shareholder before the end of the registration period for nominee-registered shareholders on 4 April 2024. More information on this is also available on the company’s website at https://investors.lemonsoft.fi/yhtiokokous.

3. Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise their rights at the Annual General Meeting by way of proxy representation. If they wish to do so, a shareholder’s proxy can also vote in advance in the manner described in this notice. The proxy representative must verify their identity for the electronic registration service and advance voting personally using strong identification, after which they will be able to register and vote in advance on behalf of the shareholder they represent. The proxy representative of a shareholder must present a dated power of attorney or provide other reliable proof that they are entitled to represent the shareholder at the Annual General Meeting. The right of representation can be demonstrated by means of the suomi.fi authorization service available via the electronic registration service.

The power of attorney template and voting instructions are available on the company’s website at https://investors.lemonsoft.fi/yhtiokokous. If a shareholder takes part in the Annual General Meeting through several proxy representatives representing the shareholder based on shares in different book-entry accounts, the shares based on which each proxy representative represents the shareholder must be reported in conjunction with registration.

Any powers of attorney are to be primarily sent as an attachment in conjunction with electronic registration or alternatively by post to the address Innovatics Oy, Yhtiökokous/Lemonsoft Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki, or by email to agm@innovatics.fi before the end of the registration period. In addition to submitting powers of attorney, the shareholder or their proxy representative must ensure that they register for the Annual General Meeting in the manner described above in this notice.

4. Advance voting

Shareholders whose shareholdings in the company are entered in their personal Finnish book-entry account may vote in advance on the Annual General Meeting’s agenda items 7–15 between 10 a.m. on 5 March 2024 and 4 p.m. on 2 April 2024 in the following ways:

a) via the company’s website at https://investors.lemonsoft.fi/yhtiokokous. Signing in to the service must follow the same procedure as described above in section C.1 of this notice.

b) By post or email by sending an advance voting form available on the company’s website or by sending the corresponding information to Innovatics Oy by post to the address Innovatics Oy, Yhtiökokous/Lemonsoft Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki, or by email to agm@innovatics.fi.

Advance votes must be received by the end of the advance voting period. In addition to advance voting, shareholders must ensure that they register for the Annual General Meeting before the end of the registration period.

Shareholders who have voted in advance cannot use their right, pursuant to the Finnish Limited Liability Companies Act, to request more detailed information or their right to demand a vote at the Annual General Meeting, unless they participate in the Annual General Meeting at the meeting venue themselves or by proxy.

In the case of a nominee-registered shareholder, advance voting takes place through an account manager. The account manager may vote in advance on behalf of nominee-registered shareholders whom the account manager represents in accordance with the voting instructions given by the nominee-registered shareholders during the registration period set for nominee-registered shares.

The decision proposal subject to advance voting shall be deemed to have been submitted to the Annual General Meeting unchanged. The terms and conditions concerning electronic advance voting and other related instructions are available on the company’s website at https://investors.lemonsoft.fi/yhtiokokous.

5. Other instructions/information

The Annual General Meeting will be conducted in Finnish.

Shareholders present at the Annual General Meeting have the right, pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act, to request information concerning the matters on the agenda of the meeting.

Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of voting rights held in the meeting.

On the day of the notice of the meeting, 4 March 2024, Lemonsoft Oyj had a total of 18,562,005 shares and votes.

Vaasa, 4 March 2024

LEMONSOFT OYJ

BOARD OF DIRECTORS

Lemonsoft and FreightOpt into cooperation – Integrated freight booking and tracking solution for small and medium-sized companies

Lemonsoft Oyj | Press Release | February 29, 2024 at 12:00:00 EET

Lemonsoft and FreightOpt have signed a cooperation agreement to provide FreightOpt’s freight management solution for Lemonsoft's ERP customers as an integrated offering. Along with the cooperation, Lemonsoft’s small and medium-sized customers can search, book and track shipments – and to achieve savings through multiple transparent carrier options and higher overall volumes both domestically and internationally.

FreightOpt allows its customers to access its contract prices for European and domestic road freights and global parcel shipments. Customers can manage all necessary shipping documents within the system and the solution also provides analytics on the customer’s booking history and past shipping choices. The solution is free to use, and the customer pays only for the freight. Potential benefits for Lemonsoft’s users include an extensive network of carriers, real-time data exchange and a user-friendly interface just to name a few. The integration will add value to both companies’ mutual customers and give a more accurate insight into the European freight logistics market.

Lemonsoft’s strategy is focused on offering customers a comprehensive software and service offering both directly by Lemonsoft as well as through selected partners in specific areas of expertise. The partnership with FreightOpt brings Lemonsoft one step closer to a comprehensive logistics offering for its manufacturing and wholesale customers. The target is to start offering FreightOpt as an integrated solution to Lemonsoft’s ERP customers during the first half of 2024.

"We have been looking for ways to offer our customers a wider offering within freight management. We want our customers to be able to easily access multiple carrier options for all their transports cost-efficiently, regardless of the size or location of the delivery. The integration with FreightOpt simplifies transport ordering and increases the level of automation in the process", comments Jan-Erik Lindfors, CEO of Lemonsoft.

"By partnering with Lemonsoft, we are able to offer FreightOpt to a broader range of small and medium-sized companies with versatile transportation needs. Lemonsoft’s customer profiles within manufacturing and wholesale are a wonderful match with our target customer base", continues Niklas Björk, CEO of FreightOpt.

About Us

The Nomination Board’s proposal to the Annual General Meeting 2024 in Lemonsoft Oyj

Lemonsoft Oyj | Company Release | February 26, 2024 at 12:00:00 EET

The Shareholders’ Nomination Board has consisted of Michael Richter (representing Rite Ventures), Jarmo Kinnunen (representing Kari Joki-Hollanti) and Jonathan Schönbäck (representing ODIN Fonder). Jarmo Kinnunen has acted as the Chair of the Nomination Board. The shareholders represented in the Nomination Board represents 72,84 % of the votes in Lemonsoft Oyj.

Shareholder’s Nomination Board’s proposal to the Annual General Meeting 2024

The Shareholder’s Nomination Board have prepared the following proposals to the General Meeting:

Renumeration to the Members of the Board as well as renumeration of the Board’s Committees, in accordance with the renumeration policy

The Nomination Board proposes that the renumeration to the Chairman of the Board will be paid a monthly fee of EUR 3,100 and other Board members will be paid a monthly fee of EUR 1,550 and travel expenses will be reimbursed in accordance with the company’s travel policy.

The Nomination Board proposes to the Annual General Meeting that no changes shall be made to Audit Committee fees, i.e. the Chair of the Audit Committee will continue to be paid EUR 1,000 per meeting and the members of the Audit Committee will continue to be paid EUR 500 per meeting.

Number of Members of the Board

The Nomination Board proposes that the Board of Directors shall continue to consist of five Board Members.

Composition of the Board, proposal of Board Members and Chair of the Board

The Nomination Board proposes to re-elect Christoffer Häggblom, Kari Joki-Hollanti, Michael Richter, Saila Miettinen-Lähde and Ilkka Hiidenheimo as members of the Board of Directors and to re-elect Christoffer Häggblom as Chair of the Board.

Information about the Board Members proposed for re-election can be found on the company’s website (https://investors.lemonsoft.fi/board-of-directors).

The Shareholder Nomination Board’s motivation to the Board composition

The Nomination Committee has come to the conclusion that the proposed composition of the Board of Directors, consisting of five Board Members, is in good agreement with the requirements placed on the Board of Directors. The Nomination Board has specifically considered the competence areas within;

The Company’s business activities and industry;
the Management of a public company of a corresponding size;
corporate and financial administration;
strategy work as well as mergers and acquisitions;
internal control and risk management; and (vi) corporate governance.

The Nomination Board is of the opinion that the current composition of the Board is appropriate for the time being and that the Board Members complement each other well with regards to competences, qualifications and experiences.

The Nomination Board has considered the independence requirements on the Board Members contained in the Finnish Corporate Governance Code and noted that the proposal of the composition of the Board is in accordance with the requirements. The Nomination Board has also considered the diversity requirements of the Board contained in the Finnish Corporate Governance Code and noted that the gender distribution in the board is not equally distributed. The Nomination Board will continue its process to, in a longer perspective, further strengthen the diversity of the Board.

Account of the Shareholder Nomination Board’s operations

The Nomination Board has held 5 recorded meetings. All decisions made have been unanimous. Michael Richter has not participated in any decisions concerning Board Members’ and Audit Committee Members’ renumeration, being himself a member of both the Board and the Audit Committee.

The Nomination Board has as basis for its work been provided with an evaluation of the Board of Directors and its work. The Nomination Board has also conducted interviews with Members of the Board.

No other proposals for Board Members than by the members of the Nomination Board have been put forward.

About Us

Lemonsoft Oyj’s Board of Directors has decided on a directed share issue to the sellers of Finvoicer Group Oy

Lemonsoft Oyj | Company Release | February 15, 2024 at 12:45:00 EET

Lemonsoft Oyj's Board of Directors has decided on a directed share issue and deviation from the shareholders' preemptive right based on the authorization given by the Annual General Meeting on 4 April 2023. The share issue is related to the acquisition of Finvoicer Group Oy announced on 1 June 2023.

The additional purchase prices to be paid to the sellers of Finvoicer Group Oy ("Sellers") based on the financial results of 2023 will be paid partly by directing a total of 17,986 Lemonsoft’s new shares to the Sellers, and partly by cash consideration. The subscription price of the shares is EUR 6.22 per share, based on the volume-weighted average price of Lemonsoft Oyj’s share from 1 January to 31 January 2024. Thus, the value of the share consideration is approximately EUR 112,000 in total.

As a result of the share issue, the total number of outstanding shares in Lemonsoft Oyj will increase to 18,579,991 shares. The new shares represent approximately 0.1 percent of all Lemonsoft's shares prior to the share issue.

The new shares will carry shareholder rights as of their registration day. The new shares are to be registered in the trade register and in the book value system maintained by Euroclear Finland Oy in the week beginning 19.2.2024. The new shares are estimated to be admitted to public trading together with Lemonsoft's old shares on 23.2.2024.

About Us

Lemonsoft Oyj’s Annual Financial Statements Release for 1 January – 31 December 2023 (unaudited): Business developed steadily despite a challenging year

Lemonsoft Oyj | Company Release | February 15, 2024 at 10:15:00 EET

OCTOBER – DECEMBER 2023, IFRS

Net sales increased 15.3% and were EUR 7,437 thousand (6,449)
EBITDA was EUR 2,512 thousand (2,287), 33.8% (35.5) of net sales
Adjusted EBITDA was EUR 2,028 thousand (2,301), 27.3% (35.7) of net sales
EBIT was EUR 2,119 thousand (2,037), 28.5% (31.6) of net sales
Adjusted EBIT was EUR 1,811 thousand (2,142), 24.3% (33.2) of net sales
Profit of the review period was EUR 1,729 thousand (1,594), 23.2% (24.7) of net sales

JANUARY – DECEMBER 2023, IFRS

Net sales increased 16.8% and were EUR 26,344 thousand (22,550)
EBITDA was EUR 8,215 thousand (7,332), 31.2% (32.5) of net sales
Adjusted EBITDA was EUR 7,951 thousand (7,589), 30.2% (33.7) of net sales
EBIT was EUR 6,890 thousand (6,594), 26.2% (29.2) of net sales
Adjusted EBIT was EUR 7,195 thousand (7,054), 27.3% (31.3) of net sales
Profit of the review period was EUR 5,349 thousand (5,128), 20.3% (22.7) of net sales

Key Figures, IFRS

EUR 1,000	10-12/2023	10-12/2022	Change	1-12/2023	1-12/2022	Change
Net sales	7,437	6,449	15.3 %	26,344	22,550	16.8 %
SaaS	5,076	4,581	10.8 %	19,146	16,989	12.7 %
Transaction	857	308	178.0 %	2,265	1,172	93.3 %
Consulting and other	1,503	1,560	-3.7 %	4,933	4,390	12.4 %

Gross margin	6,826	5,798	17.7 %	23,285	19,982	16.5 %
Gross margin, % of net sales	91.8 %	89.9 %		88.4 %	88.6 %
EBITDA	2,512	2,287	9.8 %	8,215	7,332	12.0 %
EBITDA, % of net sales	33.8 %	35.5 %		31.2 %	32.5 %
Adjusted EBITDA	2,028	2,301	-11.9 %	7,951	7,589	4.8 %
Adjusted EBITDA, % of net sales	27.3 %	35.7 %		30.2 %	33.7 %
EBIT	2,119	2,037	4.0 %	6,890	6,594	4.5 %
EBIT, % of net sales	28.5 %	31.6 %		26.2 %	29.2 %
Adjusted EBIT	1,811	2,142	-15.5 %	7,195	7,054	2.0 %
Adjusted EBIT, % of net sales	24.3 %	33.2 %		27.3 %	31.3 %
Profit (Loss) of the period	1,729	1,594	8.4 %	5,349	5,128	4.3 %
Profit (Loss) of the period, % of net sales	23.2 %	24.7 %		20.3 %	22.7 %

Equity ratio, %	61.9 %	69.7 %		61.9 %	69.7 %
Net debt	1,010	-8,661		1,010	-8,661
Gearing, %	3.3 %	-32.9 %		3.3 %	-32.9 %
Earnings per share (EPS)	0.09	0.09	7.4 %	0.29	0.28	3.3 %
Return on invested capital, % (ROIC)	5.7 %	7.0 %		18.1 %	22.5 %
Return on equity, % (ROE)	6.1 %	6.6 %		18.1 %	21.2 %
Number of employees at the end of the period	208	184	13.0 %	208	184	13.0 %
Outstanding shares at the end of the period	18,562,005	18,393,440		18,562,005	18,393,440
Average outstanding shares during the period	18,562,005	18,393,440		18,527,914	18,343,559

CEO Jan-Erik Lindfors

2023 was a year of market uncertainty and difficult macroeconomic conditions in Finland. At Lemonsoft, we tackled these headwinds by taking actions focused on taking care of our customers as well as making our organization more resilient and efficient. We were again able to deliver good, profitable growth, our net sales grew by 16.8% and our adjusted EBIT margin was 27.3%. Most of the growth came from acquisitions, as our organic growth rate through the year did not develop according to our targets. We made one acquisition during the year, adding Finvoicer Group products to our product/service portfolio. This was our largest acquisition to date and the one with the clearest synergies and upsell/cross-sell potential.

Our customer base expanded even further to 12,600 customers. Revenue churn rate in 2023 was -5.4% (-3.5% in 2022) and Net Revenue Retention rate (NRR) at 101.3% (102.6% in 2022). The long-term potential of this customer base is a significant upsell opportunity and during the year we invested in developing our sales and delivery capability, scaling up for 2024.

We are a SaaS-product company and as such, our wide product portfolio is our competitive advantage. Having a well-integrated product offering covering our customers’ business-critical needs drives quicker time to value. Going forward we see excellent opportunities to deliver even more value to customers by helping them with data insights, ESG reporting and automating routine tasks using AI.

In 2023 we at Lemonsoft were able to develop our products, our customer relationships, and our organizational capabilities in the right direction. We have a strong foundation of great products, loyal customers and a dedicated team working together for the purpose of making our customers’ business better. Our business is stable, profitable and growing and we intend to scale it even further during 2024.

Group Financial Development

Group financial result and profitability

October – December 2023
Net sales for the review period were EUR 7,437 thousand (6,449). Net sales increased by EUR 988 thousand, 15.3%. Organic growth of the review period was -3.7% due to the challenging market situation. Especially consulting and other income remained at a lower level than in the comparison period. Organic growth of the recurring revenue was positive. Net sales increased due to the acquisitions of Duunissa.fi business (2022), whose net sales were not included in the comparison period in October – November, and Finvoicer Group Oy (2023), whose net sales were not included at all in the comparison period.

The share of SaaS income was 68.3% (71.0), the share of transaction income 11.5% (4.8), and consulting and other income 20.2% (24.2). The share of transaction income increased especially due to the acquisition of Finvoicer Group Oy.

EBITDA was EUR 2,512 thousand (2,287), 33.8% (35.5) of net sales. Adjusted EBITDA (adjustments specified in the Alternative performance measures section) was EUR 2,028 thousand (2,301), 27.3% (35.7) of net sales.

EBIT was EUR 2,119 thousand (2,037), 28.5% (31.6) of net sales. Adjusted EBIT (adjustments specified in the Alternative performance measures section) was EUR 1,811 thousand (2,142), 24.3% (33.2) of net sales.

Profit for the review period was EUR 1,729 thousand (1,594), 23.2% (24.7) of net sales.

Cash flow from operating activities was EUR 2,214 thousand (2,834).

January – December 2023
Net sales for the review period were EUR 26,344 thousand (22,550). Net sales increased by EUR 3,794 thousand, 16.8%. Organic growth of the review period was -2.0% due to the challenging market situation. Especially consulting and other income remained at a lower level than in the comparison period. Organic growth of the recurring revenue was positive. Net sales increased due to the acquisitions of Logentia Oy (2022), whose net sales were not included in the comparison period in January – May, Finazilla Oy (2022), whose net sales were not included in the comparison period in January – June, and Duunissa.fi business (2022), whose net sales were not included in the comparison period in January – November, and Finvoicer Group Oy (2023), whose net sales were not included at all in the comparison period.

The share of SaaS income was 72.7% (75.3), the share of transaction income 8.6% (5.2), and consulting and other income 18.7% (19.5).

EBITDA was EUR 8,215 thousand (7,332), 31.2% (32.5) of net sales. Adjusted EBITDA (adjustments specified in the Alternative performance measures section) was EUR 7,951 thousand (7,589), 30.2% (33.7) of net sales.

EBIT was EUR 6,890 thousand (6,594), 26.2% (29.2) of net sales. Adjusted EBIT (adjustments specified in the Alternative performance measures section) was EUR 7,195 thousand (7,054), 27.3% (31.3) of net sales.

Profit for the review period was EUR 5,349 thousand (5,128), 20.3% (22.7) of net sales.

Cash flow from operating activities was EUR 4,286 thousand (6,439).

Balance sheet, financing and investments
The balance sheet total at the end of the review period was EUR 48,885 thousand (38,194 at the end of the year 2022). The acquisition of Finvoicer Group Oy on 1.6.2023 increased the balance sheet total significantly.

The Group has capitalized development expenses of EUR 1,653 thousand during the year 2023. At the end of the review period, the Group's balance sheet included capitalized development expenses totalling EUR 2,352 thousand (849 at the end of the year 2022).

Total equity was EUR 30,422 thousand (26,292 at the end of the year 2022), equity increased EUR 4,129 thousand.

Equity ratio was 61.9% (69.7 at the end of the year 2022) and interest-bearing debt was EUR 8,399 thousand (3,031 at the end of the year 2022). Interest-bearing debt increased with the acquisition of Finvoicer Group Oy.

Cash and cash equivalents at the end of the review period were EUR 7,389 thousand (11,692 at the end of the year 2022).

Personnel

The Group number of employees was 208 (184) on 31 December 2023. We reported our Group personnel as follows:

R&D 93 employees
Customer functions 101 employees
Other functions, a total of 14 employees

Shares and shareholders

Share capital and number of shares
The company has one series of shares, and all shares have equal rights. At the end of the review period, Lemonsoft Oyj’s share capital consisted of 18,562,005 (18,393,440) shares. The average number of outstanding shares during the review period October – December was 18,562,005 (18,393,440).

The company's share is traded on the First North Growth Market Finland marketplace maintained by Nasdaq Helsinki Oy. During the review period October – December, the highest share price was EUR 6.14 and the lowest EUR 4.53. The closing price on 31 December 2023 was EUR 6.02. The market value of the company at the closing price of the review period was approximately EUR 111.7 million. Average daily trading volume during the review period was 7,117 shares (EUR 36,544).

On 31 December 2023, the company had a total of 2,469 shareholders. The company's largest shareholders can be found on the company's investor website at https://investors.lemonsoft.fi/osakkeenomistajat/.

Authorizations of the Board of Directors
Lemonsoft Oyj has decided in its Annual General Meeting on 4 April 2023 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 9.7% of all the company’s shares. The authorization includes the right to accept the company’s own shares as a pledge.

The authorization is valid until the 2024 Annual General Meeting, but not beyond 30 June 2024.

The Annual General Meeting authorized the Board to decide on a share issue against payment or a share issue without payment and the granting of special rights (as defined in Section 1, Chapter 10 of the Limited Liability Companies Act) in one or more instalments with the following terms and conditions:

By virtue of the authorization the share issue may be a maximum of 2,000,000 shares. The authorization applies to both issuing new shares and to transferring of treasury shares held by the company. The authorization may be used to fund or complete acquisitions or other business transactions, for implementation of share-based incentive schemes, to develop the company’s capital structure, and for other purposes decided by the Board.
The authorization entitles the Board of Directors to resolve on all the conditions of the issuance of shares and the issuance of special rights entitling to shares, including the right to deviate from the shareholders’ pre-emptive subscription right.

The authorization is in force until the next Annual General Meeting; however, no longer than until 30 June 2024, and it replaces the previous authorizations granted regarding a directed share issue and the issuance of special rights entitling to shares.

As part of the completion of the acquisition of Finvoicer Group Oy, Lemonsoft Oyj’s Board of Directors decided on a directed share issue, in which a total of 23,986 (EUR 196 thousand) new Lemonsoft Oyj shares were offered for subscription by Finvoicer Group Oy's shareholders transferring to Lemonsoft Oyj. As a result of the share issue, the total number of Lemonsoft Oyj’s outstanding shares increased to 18,562,005 shares.

Significant short-term risks and uncertainties

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

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

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

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

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

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

Board of Director’s proposal for dividend

At the end of the financial year 2023, the Group's parent company’s distributable funds were EUR 30,833 thousand and the net result of the Group's parent company for the financial year was EUR 3,563 thousand. There have been no material changes in the company's financial position since the end of the financial year.

Lemonsoft Oyj’s Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.14 (0.14) per share will be paid for the financial year ended 31 December 2023, i.e. a total dividend would be approximately EUR 2.6 million.

Events after the review period

There were no significant events after the review period.

Outlook 2024

Lemonsoft's goal is to continue growth, both by increasing the number of software modules offered to its existing customer base and by expanding its customer base with new customer acquisition. The company estimates that the prevailing economic situation will continue to restrain the growth of new sales and the current customer base.

Profit forecast for 2024

Lemonsoft estimates that the net sales for the financial year 2024 will increase by 10-18 percent compared to the financial year 2023, and that adjusted EBIT will be 23-28 percent of net sales in 2024.

Financial information and Annual General Meeting in 2024

Lemonsoft Oyj will publish the following financial information in 2024:

Interim Report January – March 2024 on Thursday, 25 April 2024
Half-year Report January – June 2024 on Thursday, 8 August 2024
Interim Report January – September 2024 on Tuesday, 5 November 2024

The company's annual report for the financial year ending 31 December 2023 is scheduled for publication in the week beginning 18 March 2024.

Lemonsoft's Annual General Meeting is scheduled to be held on Tuesday, 9th of April 2024.

Webcast for investors and media

Lemonsoft will host a live webcast for investors and the media in English on February 15, 2024 at 1:00pm EET. The webcast can be followed online live via this link:
https://lemonsoft.videosync.fi/2023-results

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

Lemonsoft Oyj
Board of Directors

Distribution

Nasdaq Helsinki Oy
Principal media

About Us

Lemonsoft Oyj’s financial reporting and Annual General Meeting in 2024

Lemonsoft Oyj | Company Release | December 07, 2023 at 10:00:00 EET

Lemonsoft Oyj will publish the following financial information in 2024:

Financial Statements Bulletin 2023 on Friday 15 February 2024
Interim Report January – March 2024 on Thursday 25 April 2024
Half-year Report January – June 2024 on Thursday 8 August 2024
Interim Report January – September 2024 on Tuesday 5 November 2024

Lemonsoft adheres to a 30-day silent period preceding the publication of the company’s financial reports.

The Annual Report for the year 2023 is estimated to be published during week 12.

The Annual General Meeting is planned to be held on Tuesday 9 April 2024. Lemonsoft’s Board of Directors will summon the meeting at a later date.

About Us

Lemonsoft Oyj’s new Certified Adviser is Aktia Alexander Corporate Finance Oy

Lemonsoft Oyj | Company Release | November 28, 2023 at 14:15:00 EET

Lemonsoft’s new Certified Adviser for Nasdaq First North Growth Market Finland is Aktia Alexander Corporate Finance Oy.

The agreement with the Company’s current Certified Adviser, Danske Bank A/S, Finland Brance, will end on 30 November 2023. Aktia Alexander Corporate Finance Oy takes over the responsibilities of Certified Adviser on 1 December 2023.

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Lemonsoft Oyj – Managers’ Transactions – Jan-Erik Lindfors

Lemonsoft Oyj | Company Release | November 20, 2023 at 16:00:00 EET

Lemonsoft Oyj – Managers' Transactions
____________________________________________
Person subject to the notification requirement
Name: Jan-Erik Lindfors
Position: Chief Executive Officer
Issuer: Lemonsoft Oyj
LEI: 743700OHBVFFCVF69E45
Notification type: INITIAL NOTIFICATION
Reference number: 43946/5/6
____________________________________________
Transaction date: 2023-11-15
Venue: FIRST NORTH GROWTH MARKET FINLAND (FSME)
Instrument type: SHARE
ISIN: FI4000512678
Nature of transaction: DISPOSAL
Transaction details
(1): Volume: 5000 Unit price: 5 EUR
Aggregated transactions (1):
Volume: 5000 Volume weighted average price: 5 EUR

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