The Board of Directors of Lemonsoft Oyj decided on the third performance period of the share-based incentive plan

Lemonsoft Oyj | Company Release | March 24, 2026 at 15:40:00 EET

The Board of Directors of Lemonsoft Oyj has confirmed the terms of the third performance period of the share-based incentive plan for selected key employees of the company.

The aim of the plan is to align the long-term interests of the shareholders and the key employees, encourage management to invest personally in the company’s shares, retain key personnel, and offer a competitive reward structure in which participants may earn shares based on performance and their own investment.

This Performance Matching Share Plan 2024–2028, established in 2024, includes three performance periods covering the financial years 2024–2026, 2025–2027 and 2026–2028. The Board decides annually on the commencement and detailed terms of each performance period. A prerequisite for receiving a reward is that the participant allocates or acquires a number of Lemonsoft Oyj shares determined by the Board.

The rewards for each performance period will be paid partly in Lemonsoft Oyj shares and partly in cash by the end of May in the year following the end of the performance period. The cash portion is intended to cover taxes and tax-related costs arising from the reward. As a rule, no reward will be paid if the participant’s employment or service with the group ends before the reward payment.

The performance criterion for the third performance period 2026–2028 is the Total Shareholder Return (TSR) of the company’s share. The target group for this performance period consists of 6 persons, including the CEO and five members of the Management Team. The gross rewards to be paid for the third performance period correspond to a maximum total value of 142,500 Lemonsoft Oyj shares, including the portion to be paid in cash. The final number of shares depends on the participant’s share acquisition and the achievement of the performance criteria.

The reward may be reduced if the limits set by the Board for the payable reward from the performance period are reached.

Lemonsoft Oyj has published the Annual Report for 2025

Lemonsoft Oyj | Company Release | March 20, 2026 at 12:00:00 EET

Lemonsoft Oyj has published its Annual Report for the financial year 2025. The Annual Report includes the Report of the Board of Directors, the Financial Statements and the Auditor’s Report for 2025.

The Annual Report is available on the company’s website at https://investors.lemonsoft.fi/material/.

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

Rite Ventures announces a mandatory public tender offer for all shares in Lemonsoft Oyj

Lemonsoft Oyj | Company Release | March 18, 2026 at 10:40:00 EET

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.

Rite Ventures (as defined below) announced on 6 March 2026 that Rite LS SPV AB (“Rite LS SPV”) had through share purchases on the same day acquired a total of 355,619 shares in Lemonsoft Oyj (“Lemonsoft” or the “Company”). Rite LS SPV is acting in concert with 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”). The shareholdings of RIVH and Rite SPV 2025-1 were concentrated under Rite LS SPV in connection with the share purchases.

As a result of the share purchases, Rite Ventures’ total shareholding in Lemonsoft through Rite LS SPV increased to a total of 8,996,117 shares, corresponding to approximately 50.56 per cent of all shares and voting rights in the Company, excluding Company’s own shares held by Lemonsoft. Consequently, after the share purchases, the shareholding of Rite Ventures exceeded 50 per cent of the voting rights carried by shares in Lemonsoft, and Bird Cherry, RIVH and Rite SPV 2025-1 acting in concert with Rite LS SPV have 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 Market Act (746/2012, as amended, “SMA”) (the “Tender Offer”).

In the Tender Offer, Rite Ventures will offer a cash consideration of EUR 4.67 for each share in Lemonsoft (the “Offer Price”). The Offer Price represents a price of approximately 0.64 per cent lower than the closing price of the share on Nasdaq First North Growth Market Finland maintained by Nasdaq Helsinki Ltd (“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, and a price of approximately 11.34 per cent lower than the volume-weighted average price of the Lemonsoft shares during the three months preceding the triggering of the obligation to launch the Tender Offer.

The offer period is expected to commence on or about 27 March 2026 at 9:30 a.m. (Finnish time) and expire on or about 5 May 2026 at 4:00 p.m. (Finnish time), unless the offer period is extended (the “Offer Period”). The Tender Offer is currently expected to be completed during the second quarter of 2026.

The detailed terms and conditions of the Tender Offer as well as instructions on how to accept the Tender Offer will be included in a tender offer document, which will be published on or about 26 March 2026.

Background and effects of the Tender Offer

Rite Ventures has acted as a long-term and committed owner of Lemonsoft since 2016, supporting its strategy and development over time. Rite Ventures’ increased ownership reflects its strong conviction in Lemonsoft’s direction, and Rite Ventures is prepared to further increase its ownership through the mandatory public tender offer. Rite Ventures looks forward to continuing to develop the Company as an active owner together with the management and other shareholders and to contributing to Lemonsoft’s long-term growth and value creation.

It is not the intention of Rite Ventures to acquire all shares in the Company to the extent that it does not result from the Tender Offer. As Lemonsoft’s Board member Kari Joki-Hollanti, holding in aggregate approximately 26.17 per cent of the shares and voting rights in the Company has irrevocably undertaken not to accept the Tender Offer with respect to the shares held by them, provided that the Tender Offer is executed in accordance with the terms and timetable described herein (the “Irrevocable Undertaking”), Rite Ventures does not expect that the Tender Offer will result in a right or obligation to redeem all shares in the Company in accordance with the Finnish Companies Act (624/2006, as amended). It is the intention of the Rite Ventures that trading with the shares of Lemonsoft on Nasdaq First North will continue as usual notwithstanding the completion of the Tender Offer.

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

Financing

Rite Ventures will be able to finance the Tender Offer in full with its existing cash holdings. The financing of the Tender Offer has been secured up to the amount that may be raised by Rite Ventures considering the Irrevocable Undertaking, pursuant to which Lemonsoft’s Board member Kari Joki-Hollanti, holding in aggregate approximately 26.17 per cent of the shares and voting rights in Lemonsoft has irrevocably undertaken not to accept the Tender Offer for their shares. The Rite Ventures’ obligation to complete the Tender Offer is not conditional upon availability of financing, and Rite Ventures does not require any third-party consents for the financing of the Tender Offer. The financial arrangements for the Tender Offer do not have any impact on the operations or obligations of Lemonsoft.

Additional information on the Tender Offer

Rite Ventures is 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.

Rite Ventures undertakes to comply with the Helsinki Takeover Code issued by the Finnish Securities Market Association (the “Helsinki Takeover Code”).

The Offer Price has been determined based on 18,262,768 issued shares in Lemonsoft. 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 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), the Rite Ventures reserves the right to adjust the Offer Price payable by Rite Ventures on a euro-for-euro basis.

As at the date of this announcement, Rite Ventures holds a total of 8,996,117 shares in Lemonsoft, representing approximately 50.56 per cent of all shares in Lemonsoft, excluding Company’s own shares held by Lemonsoft. Based on the information publicly available by Lemonsoft as of the date of this announcement, Lemonsoft holds 468,401 treasury shares.

Rite Ventures reserves the right, to the extent permitted by applicable law and regulation, to acquire shares in public trading on Nasdaq First North or otherwise before the commencement of the Offer Period, during the Offer Period, and/or after the Offer Period of the Tender Offer or otherwise outside the Tender Offer.

Advisers

Rite Ventures has 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

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.

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 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.

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.

Notice of the Annual General Meeting of Lemonsoft Oyj

Lemonsoft Oyj | Company Release | March 16, 2026 at 13:30:00 EET

Lemonsoft Oyj’s shareholders are invited to the Annual General Meeting to be held on Tuesday 14 April 2026, starting at 10 a.m. Finnish time, 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 2025

Presentation of the review by the CEO.

The Annual Report, which includes the company’s financial statements, the Report of the Board of Directors and the auditor’s report, is available from 20 March 2026 onwards on the company’s website at https://investors.lemonsoft.fi/annual-general-meeting/.

7. Adoption of the financial statements

8. Resolution on the use of the profit shown on the balance sheet and deciding 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 2025, corresponding to a total dividend payout of approximately EUR 2.5 million. The dividend shall be paid to shareholders registered on the record date, 16 April 2026, 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 28 April 2026. 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 81.74 % of all the shares and votes in the company, proposes to the Annual General Meeting that the Board shall consist of six members.

The Nomination Board proposes to the General Meeting that Christoffer Häggblom, Kari Joki-Hollanti, Michael Richter, Saila Miettinen-Lähde and Ilkka Hiidenheimo be re-elected as members of the Board of Directors, and that Mikael da Costa be elected as a new sixth member of the Board of Directors.

The Nomination Board proposes that Christoffer Häggblom be re-elected as Chair of the Board of Directors.

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 the Chairman of the Board will be paid a monthly remuneration of EUR 3,200 and other Board members will be paid a monthly remuneration of EUR 1,600 and travel expenses will be reimbursed in accordance with the company’s travel policy.

The Nomination Board proposes to the Annual General Meeting that the Chair of the Audit Committee will be paid a remuneration of EUR 1,100 per meeting and the members of the Audit Committee will be paid a remuneration of EUR 550 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 9.9 % 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 proposed to remain 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.

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 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 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 2027, 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

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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/annual-general-meeting/. The company’s financial statements, report of the Board of Directors and auditor’s report will also be available on the said website on 20 March 2026 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 24 April 2026, 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 31 March 2026 has the right to participate in the Annual General Meeting. Shareholders whose shares are registered in their personal Finnish book-entry account, including an equity savings 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 17 March 2026 at 10 a.m. Finnish time. A shareholder registered in the company’s shareholder register who wishes to take part in the Annual General Meeting must register by 7 April 2026 at 4 p.m. Finnish time 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/annual-general-meeting/. 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/annual-general-meeting/, 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 proxy's date of birth, phone number and/or e-mail must be provided. 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/annual-general-meeting/ 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. Finnish time.

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, 31 March 2026, 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 9 April 2026 at 10 a.m. Finnish time 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 9 April 2026. More information on this is also available on the company’s website at https://investors.lemonsoft.fi/annual-general-meeting/.

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/annual-general-meeting/. 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, including an equity savings account, may vote in advance on the Annual General Meeting’s agenda items 7–15 between 10 a.m. on 17 March 2026 and 4 p.m. Finnish time on 7 April 2026 in the following ways:

  1. via the company’s website at https://investors.lemonsoft.fi/annual-general-meeting/. Signing in to the service must follow the same procedure as described above in section C.1 of this notice.
  2. 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/annual-general-meeting/.

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, 16 March 2026, Lemonsoft Oyj had a total of 18.262.768 shares, of which 17,794,367 are outstanding shares, representing an equal amount of votes. In addition, the company holds 468,401 of its own shares.

Vaasa, 16 March 2026

LEMONSOFT OYJ

BOARD OF DIRECTORS

Correction: Lemonsoft Oyj – Managers’ Transactions – Rite LS SPV AB

Lemonsoft Oyj | Company Release | March 13, 2026 at 17:00:00 EET

Correction to the release published on 11 March 2026. Transaction-specific details relating to Rite LS SPV AB have been amended in the release. The full release is set out below.

Person subject to the notification requirement
Name: Rite LS SPV AB
Position: Closely associated person
(X) Legal person
(1): Person Discharging Managerial Responsibilities In Issuer
Name: Christoffer Häggblom
Position: Member of the Board
(2): Person Discharging Managerial Responsibilities In Issuer
Name: Michael Richter
Position: Member of the Board
Issuer: Lemonsoft Oyj
LEI: 743700OHBVFFCVF69E45
Notification type: AMENDMENT
Reference number: 146240/14/14
Amendment comment:
Transaction-specific details have been amended to the notification


Transaction date: 2026-03-06
Outside a trading venue
Instrument type: SHARE
ISIN: FI4000512678
Nature of transaction: ACQUISITION
Transaction details
(1): Volume: 2708929 Unit price: 4.6549 EUR
Aggregated transactions (1):
Volume: 2708929 Volume weighted average price: 4.6549 EUR


Transaction date: 2026-03-06
Venue: FIRST NORTH GROWTH MARKET FINLAND (FSME)
Instrument type: SHARE
ISIN: FI4000512678
Nature of transaction: ACQUISITION
Transaction details
(1): Volume: 128684 Unit price: 4.67 EUR
(2): Volume: 26935 Unit price: 4.67 EUR
(3): Volume: 200000 Unit price: 4.67 EUR
Aggregated transactions (3):
Volume: 355619 Volume weighted average price: 4.67 EUR


Transaction date: 2026-03-06
Outside a trading venue
Instrument type: SHARE
ISIN: FI4000512678
Nature of transaction: ACQUISITION
Transaction details
(1): Volume: 1988866 Unit price: 4.6549 EUR
Aggregated transactions (1):
Volume: 1988866 Volume weighted average price: 4.6549 EUR

Lemonsoft Oyj – Managers’ Transactions – Rite Internet Ventures Holding AB

Lemonsoft Oyj | Company Release | March 11, 2026 at 09:00:00 EET

Person subject to the notification requirement
Name: Rite Internet Ventures Holding AB
Position: Closely associated person
(X) Legal person (1):Person Discharging Managerial Responsibilities In Issuer
Name: Christoffer Häggblom
Position: Member of the Board
(2):Person Discharging Managerial Responsibilities In Issuer
Name: Michael Richter
Position: Member of the Board
Issuer: Lemonsoft Oyj
LEI: 743700OHBVFFCVF69E45
Notification type: INITIAL NOTIFICATION
Reference number: 146216/12/14


Transaction date: 2026-03-05
Venue: FIRST NORTH GROWTH MARKET FINLAND (FSME)
Instrument type: SHARE
ISIN: FI4000512678
Nature of transaction: ACQUISITION
Transaction details
(1): Volume: 600000 Unit price: 4.65 EUR
Aggregated transactions (1):
Volume: 600000 Volume weighted average price: 4.65 EUR


Transaction date: 2026-03-06
Outside a trading venue
Instrument type: SHARE
ISIN: FI4000512678
Nature of transaction: DISPOSAL
Transaction details
(1): Volume: 2708929 Unit price: 4.6549 EUR
Aggregated transactions (1):
Volume: 2708929 Volume weighted average price: 4.6549 EUR

Lemonsoft Oyj – Managers’ Transactions – Rite LS SPV AB

Lemonsoft Oyj | Company Release | March 11, 2026 at 09:00:00 EET

Person subject to the notification requirement
Name: Rite LS SPV AB
Position: Closely associated person
(X) Legal person (1):Person Discharging Managerial Responsibilities In Issuer
Name: Christoffer Häggblom
Position: Member of the Board
(2):Person Discharging Managerial Responsibilities In Issuer
Name: Michael Richter
Position: Member of the Board
Issuer: Lemonsoft Oyj
LEI: 743700OHBVFFCVF69E45
Notification type: INITIAL NOTIFICATION
Reference number: 146240/13/14


Transaction date: 2026-03-06
Outside a trading venue
Instrument type: SHARE
ISIN: FI4000512678
Nature of transaction: ACQUISITION
Transaction details
(1): Volume: 2708929 Unit price: 4.6549 EUR
Aggregated transactions (1):
Volume: 2708929 Volume weighted average price: 4.6549 EUR


Transaction date: 2026-03-06
Outside a trading venue
Instrument type: SHARE
ISIN: FI4000512678
Nature of transaction: ACQUISITION
Transaction details
(1): Volume: 1988866 Unit price: 4.6549 EUR
Aggregated transactions (1):
Volume: 1988866 Volume weighted average price: 4.6549 EUR


Transaction date: 2026-03-06
Venue: FIRST NORTH GROWTH MARKET FINLAND (FSME)
Instrument type: SHARE
ISIN: FI4000512678
Nature of transaction: ACQUISITION
Transaction details
(1): Volume: 355619 Unit price: 4.67 EUR
Aggregated transactions (1):
Volume: 355619 Volume weighted average price: 4.67 EUR

Lemonsoft Oyj – Managers’ Transactions – Rite SPV 2025-1 AB

Lemonsoft Oyj | Company Release | March 11, 2026 at 09:00:00 EET

Person subject to the notification requirement
Name: Rite SPV 2025-1 AB
Position: Closely associated person
(X) Legal person (1):Person Discharging Managerial Responsibilities In Issuer
Name: Christoffer Häggblom
Position: Member of the Board
(2):Person Discharging Managerial Responsibilities In Issuer
Name: Michael Richter
Position: Member of the Board
Issuer: Lemonsoft Oyj
LEI: 743700OHBVFFCVF69E45
Notification type: INITIAL NOTIFICATION
Reference number: 146225/13/14


Transaction date: 2026-03-05
Venue: FIRST NORTH GROWTH MARKET FINLAND (FSME)
Instrument type: SHARE
ISIN: FI4000512678
Nature of transaction: ACQUISITION
Transaction details
(1): Volume: 100000 Unit price: 4.65 EUR
Aggregated transactions (1):
Volume: 100000 Volume weighted average price: 4.65 EUR


Transaction date: 2026-03-06
Outside a trading venue
Instrument type: SHARE
ISIN: FI4000512678
Nature of transaction: DISPOSAL
Transaction details
(1): Volume: 1988866 Unit price: 4.6549 EUR
Aggregated transactions (1):
Volume: 1988866 Volume weighted average price: 4.6549 EUR

Inside information: Rite Ventures has announced its obligation to launch a mandatory public tender offer for the shares in Lemonsoft Oyj

Lemonsoft Oyj | Inside Information | March 07, 2026 at 00:25:00 EET

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 OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
 
Lemonsoft Oyj (”Lemonsoft” or the ”Company”) has today received information that Rite LS SPV AB’s (”Rite LS SPV”) portion of all shares and voting rights in Lemonsoft has exceeded 50% as a result of the share transactions made on 6 March 2026 and that Rite LS SPV has 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 Securities Markets Act (746/2021, as amended).

Rite LS SPV has today announced the following information regarding the above:

Rite LS SPV AB (”Rite LS SPV”) has, through share purchases made on 6 March 2026, acquired a total of 355,619 shares in the Company. Rite LS SPV is acting in concert with 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”). The shareholdings of RIVH and Rite SPV 2025-1 have since been concentrated under Rite LS SPV in connection with the share purchases.
 
The highest price paid for the acquired shares was EUR 4.67 per share. The price is the highest price paid by Rite Ventures or any other parties acting in concert with Rite Ventures in accordance with Chapter 11, Section 5 of the Finnish Securities Markets Act (746/2012, as amended, “SMA”) for the shares in Lemonsoft within the last six months.
 
As a result of the share purchases, Rite Ventures’ total shareholding in Lemonsoft through Rite LS SPV increased to a total of 8,996,117 shares, corresponding to approximately 50.56 per cent of all shares and voting rights in the Company, excluding own shares held by Lemonsoft. Consequently, after the share purchases, the shareholding of Rite Ventures exceeded 50 per cent of the voting rights carried by shares in Lemonsoft, and Bird Cherry, RIVH and Rite SPV 2025-1 acting in concert with Rite LS SPV have 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 SMA (the “Offer“). 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.
 
In the Offer, Rite Ventures will offer a cash consideration of EUR 4.67 per share for each share in Lemonsoft (the ”Offer Price”). The Offer Price represents a price of approximately 0.64 per cent lower than the closing price of the share on Nasdaq First North Growth Market Finland maintained by Nasdaq Helsinki Ltd (“Nasdaq First North”) on 5 March 2026, i.e., the last day of trading preceding the triggering of the obligation to launch the Offer, and a price of approximately 11.34 per cent lower than the volume-weighted average price of the Lemonsoft shares during the three months preceding the triggering of the obligation to launch the Offer.
 
In accordance with Chapter 11, Section 22 of the SMA, a mandatory takeover bid shall be made public within one month from the triggering of the obligation to launch a bid, i.e., on 7 April 2026, at the latest. Following the publication of the Offer, the offer period of the Offer will be commenced after the Finnish Financial Supervisory Authority has approved the tender offer document, which includes the detailed terms and conditions of the Offer. Rite Ventures is of the view that the completion of the Offer will not require approvals from competition authorities or any notifications or applications under applicable foreign direct investment regulations.
 
Christoffer Häggblom, who is a Chair of the Board of Directors of Lemonsoft, and Michael Richter, who is a member of the Board of Directors of Lemonsoft, representing Rite Ventures group, will not participate in the handling of matters related to the Offer in Lemonsoft’s Board of Directors.
 
“Rite Ventures has acted as a long-term and committed owner of Lemonsoft since 2016, supporting its strategy and development over time. Our increased ownership reflects our strong conviction in Lemonsoft’s direction, and we are prepared to further increase our ownership through the mandatory takeover bid. We look forward to continuing to develop the Company as active owners together with the management and other shareholders and to contributing to Lemonsoft’s long-term growth and value creation", states Christoffer Häggblom, Bird Cherry’s sole shareholder and the Chair of the Board of Directors of Lemonsoft.
 
Kari Joki-Hollanti holding approximately 26.17 per cent of the shares and voting rights in Lemonsoft has irrevocably undertaken not to accept the Offer with respect to shares held by him.
 
Rite Ventures also reserves the right, to the extent permitted by applicable laws and regulations, to acquire shares in public trading on Nasdaq First North or otherwise before the commencement of the offer period, during the offer period, and/or after the offer period of the Offer or otherwise outside the Offer.
 
Rite Ventures has appointed Danske Bank A/S, Finland branch as its financial advisor and Hannes Snellman Attorneys Ltd as its legal advisor in connection with the Offer.
 

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 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, SOUTH AFRICA OR THE UNITED STATES. 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 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 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 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 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
 
The Offer will be made for the shares of Lemonsoft, a company organized under Finnish law, and is subject to Finnish disclosure and procedural requirements, which are different from those of the United States. Shareholders in the United States are advised that the shares of Lemonsoft 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 “U.S. 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 Offer will be made in the United States pursuant to Section 14(e) and Regulation 14E of the U.S. Exchange Act, subject to exemptions provided by Rule 14d-1(c) or (d) under the U.S. Exchange Act with respect to a Tier I or Tier II exemption (as to be determined prior to the launch of the Offer), and otherwise in accordance with the disclosure and procedural requirements of Finnish law, including with respect to the offer timetable, extension notices, early termination and purchases outside the Offer, which are different from those applicable under U.S. domestic tender offer procedures and law. Holders of the shares of Lemonsoft domiciled in the United States (the “U.S. Holders”) are encouraged to consult with their own advisors regarding the Offer once it is launched.
 
Except as may be required by the U.S. Exchange Act, the Offer will be made to U.S. Holders generally on the same terms and conditions as those made to all other shareholders of Lemonsoft to whom an offer is made. Any information documents, including the tender offer document, will be disseminated to U.S. Holders on a basis comparable to the method pursuant to which such documents are provided to Lemonsoft’s other shareholders.
 
The Offer, which will be subject to Finnish law, will be made to the U.S. Holders in accordance with the applicable U.S. securities laws, and applicable exemptions thereunder, in particular the Tier I or Tier II exemption. To the extent the Offer will be subject to U.S. securities laws, those laws will only apply to U.S. Holders and thus 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 or state securities laws in connection with the Offer, since Lemonsoft is located outside the United States, and some or all of its officers and directors may be residents of countries other than the United States. Lemonsoft’s shareholders may not be able to sue Lemonsoft or its officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel Lemonsoft and/or its respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.
 
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 the Rite Ventures or its affiliates, as applicable) may from time to time and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly purchase or arrange to purchase shares of Lemonsoft outside the United States, or any securities that are convertible into, exchangeable for or exercisable for such shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In addition, to the extent permissible under applicable law or regulation, the financial adviser to the Rite Ventures may also engage in ordinary course trading activities in securities of Lemonsoft, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with the applicable law.
 
The receipt of cash pursuant to the Offer by a U.S. Holder 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 shareholder is urged to consult an independent professional adviser regarding the tax consequences of accepting the Offer. Neither Rite Ventures nor any of its affiliates and its respective directors, officers, employees or agents or any other person acting on its behalf in connection with the Offer shall be responsible for any tax effects or liabilities resulting from acceptance of the Offer.
 
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER, PASSED ANY COMMENTS UPON THE MERITS OR FAIRNESS OF THE OFFER, PASSED ANY COMMENT UPON THE ADEQUACY OR COMPLETENESS OF THIS PRESS RELEASE OR PASSED ANY COMMENT ON WHETHER THE CONTENT IN THIS PRESS RELEASE IS CORRECT OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
 
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 Offer.

Lemonsoft Oyj: Flagging notification in accordance with Chapter 9, Section 10 of the Finnish Securities Markets Act

Lemonsoft Oyj | Company Release | March 06, 2026 at 21:58:00 EET

Lemonsoft Oyj (“Lemonsoft” or the “Company”) has received on 6 March 2026 the following notification pursuant to Chapter 9, Section 5 of the Finnish Securities Markets Act.

Lemonsoft has one series of shares in which each share carries one vote. The total number of shares and voting rights in Lemonsoft is 18,262,768.

Rite LS SPV AB’s holding according to the notification:

% of shares and voting rights% of shares and voting rights through financial instrumentsTotal of both in %Total number of shares and voting rights of issuer
Resulting situation on the date on which threshold was crossed or reached49.2649.2618,262,768
Position of previous notification43.4843.48

Notified details of the resulting situation following the crossing or reaching of the threshold

A: Shares and voting rights

Class/type of sharesISIN codeDirect number of shares and voting rights (SMA 9:5)Indirect number of shares and voting rights (SMA 9:6 and 9:7)Direct % of shares and voting rights (SMA 9:5)Indirect % of shares and voting rights (SMA 9:6 and 9:7)
SharesFI40005126788,996,11749.26
TOTAL8,996,11749.26

B: Financial instruments according to Chapter 9, Section 6a of the Finnish Securities Markets Act

Type of financial instrumentExpiration dateExercise / conversion periodPhysical or cash settlementNumber of shares and voting rights% of shares and voting rights

Additional information:

This notification relates to the triggering of a mandatory bid obligation as a result of the 50 percent threshold being exceeded, for Bird Cherry Holding AB, Rite Internet Ventures Holding AB, Rite SPV 2025-1 AB and Rite LS SPV AB, acting in concert. The offeror is Rite LS SPV AB.

In addition to the share purchases from the market, the shareholdings of Rite Internet Ventures Holding AB and Rite SPV 2025-1 AB have been transferred to Rite LS SPV AB, resulting in their holdings of shares and votes in Lemonsoft Oyj falling below 5 percent and the shareholding of Rite LS SPV AB rising above 30 percent.

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