Lemonsoft Oyj acquires Finazilla Oy and updates its profit forecast for 2022

LEMONSOFT OYJ – INSIDE INFORMATION – 8.7.2022 AT 12.00 EET

Lemonsoft Oyj acquires the entire share capital of Finazilla Oy, a software company specializing in business reporting, budgeting and forecasting. In connection with the transaction, Finazilla Oy acquires the business of Finazilla Oy’s parent company, Taloushallintaan fi Oy, which offers financial process optimization and enhancement services with Finazilla’s software. With the acquisition, Lemonsoft strengthens its offering in financial management solutions by offering its customers more comprehensive tools for managing the business information from ERP systems and for financial forecasting.

Finazilla is a cloud software solution for budgeting, reporting and continuous business planning, suitable for companies of all sizes for which financial planning and its active monitoring are part of decision-making. With Finazilla, companies can build profit and loss, balance sheet and cash flow budgets, in addition to sub-budgets for sales, purchases, personnel and investments. Finazilla Oy's customers are SMEs both directly and through partnering accounting firms. Taloushallintaan fi Oy offers financial monitoring, reporting and analysis services to SMEs utilizing Finazilla's software solution. The acquired businesses employ a total of 15 employees in their Jyväskylä office.

The combined net sales of the acquired businesses for the financial year ended 31 December 2021 were EUR 1.2 million (2020: 1.0) and EBITDA was EUR 0.2 million (2020: 0.2). According to the companies’ own reporting principles, 47% of the combined net sales in 2021 was SaaS revenue, 38% other recurring revenue and 15% implementation and additional services. The acquired businesses will be reported as part of Lemonsoft Group as of July 2022. The founders of the acquired businesses, Juhamatti Hyyppä, Jari-Pekka Hyyppä and Hannu Hyyppä, will continue in Finazilla Oy’s service and Juhamatti Hyyppä will continue as CEO of Finazilla Oy.

The total purchase price of the acquired businesses is approximately EUR 2.8 million. The purchase price consists of a debt-free enterprise value of EUR 2.6 million and a net cash of approximately EUR 0.2 million. The purchase price will be paid in cash at signing. In addition, the parties have agreed on an additional purchase price based on Finazilla Oy's net sales for 2022-2025. The additional purchase price amounts to a maximum of EUR 1.5 million, and if realized, 50% of the additional purchase price will be paid in cash and 50% in new shares issued by Lemonsoft Oyj.

Kari Joki-Hollanti, CEO of Lemonsoft:

"We are pleased to obtain more comprehensive tools for business information management and financial forecasting through Finazilla. Companies' need for information is constantly growing and we want to make this information easily available, both as a service and through comprehensive reports. I believe this will benefit all our customer industries."

Juhamatti Hyyppä, CEO of Finazilla Oy:

"We are happy to be part of a larger unit that wants to develop and build on the work we have started. We have created a strong solution for our customers and now we can expand our customer base and complement Lemonsoft's already comprehensive offering."

The combined key figures for the acquired businesses

Income statement (EUR 1,000)20212020
Net sales1,2031,018
EBITDA210196
EBIT129116
 
Balance sheet (EUR 1,000)31.12.202131.12.2020
Assets  
Long-term assets140179
Short-term assets9788
Cash and cash equivalents241182
Assets total478449
 
Liabilities
Equity392379
Short-term liabilities8670
Equity and liabilities total478449

Lemonsoft Oyj updates its profit forecast for 2022

Along with the acquisition, Lemonsoft has decided to raise its profit forecast for 2022.

Updated profit forecast for 2022

Lemonsoft estimates that the net sales for the financial year 2022 will increase by 30-36 percent compared to the financial year 2021, and that adjusted EBIT will be 28-33 percent of net sales in 2022.

Earlier profit forecast (published in connection with the acquisition of Logentia Oy on 6 May 2022)

Lemonsoft estimates that the net sales for the financial year 2022 will increase by 26-32 percent compared to the financial year 2021, and that adjusted EBIT will be 30-35 percent of net sales in 2022.

Lemonsoft Oyj

Board of Directors

Further information

Kari Joki-Hollanti
CEO
kari.joki-hollanti@lemonsoft.fi
+358 44 730 9271

Alpo Luostarinen
Director, M&A and IR
alpo.luostarinen@lemonsoft.fi
+358 50 911 3507

Certified advisor
Danske Bank A/S, Finland Branch, +358 40 841 3052

About Lemonsoft Oyj

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 standardized 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 from especially industrial manufacturing, wholesale and retail, professional services automation, construction and accounting industries.

Lemonsoft Oyj completes the acquisition of Logentia Oy and directs a share issue to the sellers

LEMONSOFT OYJ – COMPANY ANNOUNCEMENT – 31.5.2022 AT 12.30 EET

On 6 May 2022, Lemonsoft Oyj announced that it had signed a share purchase agreement, according to which it will purchase the entire share capital of the software company Logentia Oy. Lemonsoft Oyj’s Board of Directors has today confirmed that all the conditions have been met and decided to complete the acquisition.

As part of the completion, Lemonsoft Oyj’s Board of Directors has decided on a directed share issue, in which a total of 119,714 new Lemonsoft Oyj shares will be offered for subscription to Logentia Oy's shareholders transferring to Lemonsoft Oyj. There is a weighty financial reason for the company to derogate from the shareholder's pre-emptive subscription right, as the purpose of the directed issue is to complete the acquisition and to incentivize and commit the key personnel to the company.

Lemonsoft Oyj’s Board of Directors has approved the subscriptions. The subscription price is EUR 12.53 per share, which corresponds to the volume-weighted average price of Lemonsoft Oyj’s share for the 30 days prior to the signing of the share purchase agreement. As a result of the share issue, the total number of Lemonsoft Oyj’s outstanding shares will increase to 18,393,440 shares. The shares to be subscribed for in the directed share issue are subject to a transfer restriction according to the share purchase agreement.

The new shares have been notified for registration in the trade register, and the shares will be admitted to trading, together with the existing shares, on Nasdaq First North Growth Market Finland marketplace approximately on week 24.

The decision on the directed issue is based on the authorization given by the Annual General Meeting on 5 April 2022.

Lemonsoft Oyj

Board of Directors

Further information

Kari Joki-Hollanti
CEO
kari.joki-hollanti@lemonsoft.fi
+358 44 730 9271

Alpo Luostarinen
Director, M&A and IR
alpo.luostarinen@lemonsoft.fi
+358 50 911 3507

Certified advisor
Danske Bank A/S, Finland Branch, +358 40 841 3052

About Lemonsoft Oyj

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 standardized 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.

Correction: Lemonsoft Oyj acquires Logentia Oy and raises its net sales growth forecast for 2022

Correction: The word "Inside Information" was missing from the original announcement. The correction announcement includes the fact that it was inside information.

LEMONSOFT OYJ – INSIDE INFORMATION – 6.5.2022 AT 10.00 EET

Lemonsoft Oyj acquires the entire share capital of Logentia Oy, a software company that specializes in the optimization of transportation costs in industrial and wholesale industries. With the acquisition, Lemonsoft strengthens its offering in industrial manufacturing and wholesale businesses and will offer its customers more possibilities to streamline their business processes by optimizing the use of transportation services. Lemonsoft Oyj and Logentia Oy’s owners have signed the share purchase agreement on 6 May 2022 and the transaction is expected to be completed on 31 May 2022.

Logentia Oy is a software and expert company specialized in managing transports by offering full benefits of visibility in transport agreements to its customers in industrial and wholesales industries as well as for online retail stores. The software optimizes the transport selection, eliminates invoicing errors, improves the reliability of delivery, and reduces the time taken to manage transportations. Logentia Oy has a strong position in optimizing transport services in Finland and is growing in other Nordic countries. The company has 13 employees in its Helsinki office.

Logentia Oy's revenues for the financial year ended 31 December 2021 were EUR 1.5 million (2020: 1.3) and operating profit was EUR 0.7 million (2020: 0.6). More than half of Logentia Oy's revenue is recurring. The balance sheet total on 31 December 2021 was EUR 3.5 million. Non-operating fixed assets of EUR 2.6 million and corresponding non-current liabilities of EUR 0.9 million will be excluded from the transaction.

Logentia Oy will be reported as part of Lemonsoft Group as of 1 June 2022. The founders of Logentia Oy, Tapio Teppo and Eero Valovirta, will continue in the company's service and Tapio Teppo will continue as the CEO of Logentia Oy.

The purchase price of Logentia Oy's entire share capital is approximately EUR 7.8 million. The purchase price consists of a debt-free enterprise value of EUR 6.0 million and a net cash of approximately EUR 1.8 million. 75 percent of the purchase price will be paid in cash and 25 percent in new shares issued by Lemonsoft Oyj. The subscription price for the new shares to be issued is EUR 12.53, based on the volume-weighted average price of the Lemonsoft Oyj’s share on 30-day period preceding the signing of the share purchase agreement. The new shares to be issued in connection with the execution of the transaction correspond to approximately 0.66% of Lemonsoft Oyj’s current shares outstanding.

In addition, the parties have agreed on an additional purchase price based on Logentia Oy's financial results for 2022-2023. The additional purchase price amounts to a maximum of EUR 1.0 million, and if realized, will be paid entirely as share consideration by the end of February 2024.

Kari Joki-Hollanti, CEO of Lemonsoft

“We have already been co-operating with Logentia, and this acquisition will deepen our cooperation further. We are now able to offer our customers more tools to enhance their business. Logentia’s software is modern and very well developed, and we believe that our customers will value the savings achieved in costs and resources by these services. We are also happy to bring in more high-class professionals to Lemonsoft and wish them all welcome.”

Tapio Teppo, CEO of Logentia Oy

“Lemonsoft is a good partner for us, and we will now have the opportunity to be a part of a growing and dynamic company where we can keep on developing Logentia’s software also in the future. We see this transaction as an excellent opportunity to provide Lemonsoft’s wider offering also for our existing customers, together with the support and benefits of a larger organization. I trust that this makes us even stronger and that we will be able to bring cost efficiency to an even wider range of companies.”

Logentia Oy Key figures

Income statement (EUR 1,000)20212020
Net sales1,5411,255
EBITDA753576
EBITDA, % of net sales48.9 %45.9 %
EBIT737569
EBIT, % of net sales47.8 %45.3 %
 
Balance sheet (EUR 1,000)31.12.202131.12.2020
Assets  
Non-current assets2,6321,534
Current assets640467
Cash and cash equivalents21384
Assets total3,4852,086
 
Equity and liabilities
Equity1,6951,179
Non-current liabilities857263
Current liabilities934644
Equity and liabilities total3,4852,086

Non-operating fixed assets of EUR 2.6 million and corresponding non-current liabilities of EUR 0.9 million will be excluded from the transaction.

Lemonsoft Oyj updates its profit forecast for 2022

Assuming that the transaction is completed as planned, Lemonsoft has decided to raise its profit forecast for 2022. The reason for the increase is the acquisition of Logentia Oy.

Updated profit forecast for 2022

Lemonsoft estimates that the net sales for the financial year 2022 will increase by 26-32 percent compared to the financial year 2021, and that adjusted EBIT will be 30-35 percent of net sales in 2022.

Earlier profit forecast (published 16 February 2022)

Lemonsoft estimates that the net sales for the financial year 2022 will increase by 23-28 percent compared to the financial year 2021, and that adjusted EBIT will be 30-35 percent of net sales in 2022.

Lemonsoft Oyj

Board of Directors

Further information

Kari Joki-Hollanti
CEO
kari.joki-hollanti@lemonsoft.fi
+358 44 730 9271

Alpo Luostarinen
Director, M&A and IR
alpo.luostarinen@lemonsoft.fi
+358 50 911 3507

Certified advisor
Danske Bank A/S, Finland Branch, +358 40 841 3052

About Lemonsoft Oyj

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 standardized 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. As of the date of this press release, the company’s customer base consists of over 7,000 customer companies using the Company’s software solutions, including customers from especially industrial manufacturing, wholesale and retail, professional services automation, construction and accounting.

Get to know us better at http://www.lemonsoft.fi.

Lemonsoft Oyj acquires Logentia Oy and raises its net sales growth forecast for 2022

LEMONSOFT OYJ – COMPANY ANNOUNCEMENT – 6.5.2022 AT 10.00 EET

Lemonsoft Oyj acquires the entire share capital of Logentia Oy, a software company that specializes in the optimization of transportation costs in industrial and wholesale industries. With the acquisition, Lemonsoft strengthens its offering in industrial manufacturing and wholesale businesses and will offer its customers more possibilities to streamline their business processes by optimizing the use of transportation services. Lemonsoft Oyj and Logentia Oy’s owners have signed the share purchase agreement on 6 May 2022 and the transaction is expected to be completed on 31 May 2022.

Logentia Oy is a software and expert company specialized in managing transports by offering full benefits of visibility in transport agreements to its customers in industrial and wholesales industries as well as for online retail stores. The software optimizes the transport selection, eliminates invoicing errors, improves the reliability of delivery, and reduces the time taken to manage transportations. Logentia Oy has a strong position in optimizing transport services in Finland and is growing in other Nordic countries. The company has 13 employees in its Helsinki office.

Logentia Oy's revenues for the financial year ended 31 December 2021 were EUR 1.5 million (2020: 1.3) and operating profit was EUR 0.7 million (2020: 0.6). More than half of Logentia Oy's revenue is recurring. The balance sheet total on 31 December 2021 was EUR 3.5 million. Non-operating fixed assets of EUR 2.6 million and corresponding non-current liabilities of EUR 0.9 million will be excluded from the transaction.

Logentia Oy will be reported as part of Lemonsoft Group as of 1 June 2022. The founders of Logentia Oy, Tapio Teppo and Eero Valovirta, will continue in the company's service and Tapio Teppo will continue as the CEO of Logentia Oy.

The purchase price of Logentia Oy's entire share capital is approximately EUR 7.8 million. The purchase price consists of a debt-free enterprise value of EUR 6.0 million and a net cash of approximately EUR 1.8 million. 75 percent of the purchase price will be paid in cash and 25 percent in new shares issued by Lemonsoft Oyj. The subscription price for the new shares to be issued is EUR 12.53, based on the volume-weighted average price of the Lemonsoft Oyj’s share on 30-day period preceding the signing of the share purchase agreement. The new shares to be issued in connection with the execution of the transaction correspond to approximately 0.66% of Lemonsoft Oyj’s current shares outstanding.

In addition, the parties have agreed on an additional purchase price based on Logentia Oy's financial results for 2022-2023. The additional purchase price amounts to a maximum of EUR 1.0 million, and if realized, will be paid entirely as share consideration by the end of February 2024.

Kari Joki-Hollanti, CEO of Lemonsoft

“We have already been co-operating with Logentia, and this acquisition will deepen our cooperation further. We are now able to offer our customers more tools to enhance their business. Logentia’s software is modern and very well developed, and we believe that our customers will value the savings achieved in costs and resources by these services. We are also happy to bring in more high-class professionals to Lemonsoft and wish them all welcome.”

Tapio Teppo, CEO of Logentia Oy

“Lemonsoft is a good partner for us, and we will now have the opportunity to be a part of a growing and dynamic company where we can keep on developing Logentia’s software also in the future. We see this transaction as an excellent opportunity to provide Lemonsoft’s wider offering also for our existing customers, together with the support and benefits of a larger organization. I trust that this makes us even stronger and that we will be able to bring cost efficiency to an even wider range of companies.”

Logentia Oy Key figures

Income statement (EUR 1,000)20212020
Net sales1,5411,255
EBITDA753576
EBITDA, % of net sales48.9 %45.9 %
EBIT737569
EBIT, % of net sales47.8 %45.3 %
 
Balance sheet (EUR 1,000)31.12.202131.12.2020
Assets  
Non-current assets2,6321,534
Current assets640467
Cash and cash equivalents21384
Assets total3,4852,086
 
Equity and liabilities
Equity1,6951,179
Non-current liabilities857263
Current liabilities934644
Equity and liabilities total3,4852,086

Non-operating fixed assets of EUR 2.6 million and corresponding non-current liabilities of EUR 0.9 million will be excluded from the transaction.

Lemonsoft Oyj updates its profit forecast for 2022

Assuming that the transaction is completed as planned, Lemonsoft has decided to raise its profit forecast for 2022. The reason for the increase is the acquisition of Logentia Oy.

Updated profit forecast for 2022

Lemonsoft estimates that the net sales for the financial year 2022 will increase by 26-32 percent compared to the financial year 2021, and that adjusted EBIT will be 30-35 percent of net sales in 2022.

Earlier profit forecast (published 16 February 2022)

Lemonsoft estimates that the net sales for the financial year 2022 will increase by 23-28 percent compared to the financial year 2021, and that adjusted EBIT will be 30-35 percent of net sales in 2022.

Lemonsoft Oyj

Board of Directors

Further information

Kari Joki-Hollanti
CEO
kari.joki-hollanti@lemonsoft.fi
+358 44 730 9271

Alpo Luostarinen
Director, M&A and IR
alpo.luostarinen@lemonsoft.fi
+358 50 911 3507

Certified advisor
Danske Bank A/S, Finland Branch, +358 40 841 3052

About Lemonsoft Oyj

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 standardized 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. As of the date of this press release, the company’s customer base consists of over 7,000 customer companies using the Company’s software solutions, including customers from especially industrial manufacturing, wholesale and retail, professional services automation, construction and accounting.

Get to know us better at http://www.lemonsoft.fi.

Lemonsoft Oyj’s Interim Report for 1 January – 31 March 2022: Strong sales growth continued

LEMONSOFT OYJ – INTERIM REPORT – 27.4.2022 AT 10.00 EET

JANUARY-MARCH 2022

  • Net sales increased 29.9% and were EUR 5,002 thousand (3,849)
  • EBITDA was EUR 1,358 thousand (1,370), 27.1% (35.6) of net sales
  • Adjusted EBITDA was EUR 1,369 thousand (1,368), 27.4% (35.6) of net sales
  • EBIT was EUR 1,010 thousand (1,133), 20.2% (29.4) of net sales
  • Adjusted EBIT was EUR 1,325 thousand (1,311), 26.5% (34.1) of net sales
  • Profit of the review period was EUR 762 thousand (884), 15.2% (23.0) of net sales

Key Figures

EUR 1,0001-3/20221-3/2021Change1-12/2021
Net sales5,0023,84929.9 %17,227
SaaS3,8822,78639.3 %12,996
Transaction27824911.5 %1,084
Consulting and other8438143.5 %3,148
 
Gross margin4,4493,44729.1 %15,335
Gross margin, % of net sales88.9 %89.5 % 89.0 %
EBITDA1,3581,370-0.9 %4,231
EBITDA, % of net sales27.1 %35.6 %24.6 %
Adjusted EBITDA *)1,3691,3680.0 %5,635
Adjusted EBITDA, % of net sales27.4 %35.6 %32.7 %
EBIT1,0101,133-10.8 %3,070
EBIT, % of net sales20.2 %29.4 %17.8 %
Adjusted EBIT **)1,3251,3111.1 %5,411
Adjusted EBIT, % of net sales26.5 %34.1 %31.4 %
Profit (Loss) of the period762884-13.8 %2,272
Profit (Loss) of the period, % of net sales15.2 %23.0 %13.2 %
 
Equity ratio, %77.5 %55.3 %75.0 %
Net debt-16,449-1,979731.3 %-15,760
Gearing, %-72.3 %-35.1 %-71.7 %
Earnings per share (EPS) ***)0.040.05-19.8 %0.13
Number of employees at the end of the period15811833.9 %153
Outstanding shares at the end of the period18,273,72668018,273,726
Average outstanding shares during the period18,273,7266805,879,408

*) Adjusted EBITDA is EBITDA adjusted by costs related to the acquisitions and the IPO as well as certain extraordinary items (Business Finland’s aid)
**) Adjusted EBIT is EBIT adjusted by goodwill amortizations, costs related to the acquisitions and the IPO as well as certain extraordinary items (Business Finland’s aid)
***) The share split has been considered in 2021 figures

CEO Kari Joki-Hollanti

The first quarter of 2022 developed largely in line with our expectations. The number of new customer leads and new deals were at a high level compared to last year. There were some bottlenecks in implementations, but the situation is improving. Net sales were EUR 5.0 million, growing by 29.9 % compared to Q1 2021. Our adjusted EBIT margin was at an expected level, at 26.5 %.

The number of customers continued to grow and was approximately 7,000 at the end of Q1 2022, compared to approximately 6,800 at the end of year 2021.

The trend in ERP systems has during the past years been to expand to various e-commerce solutions. We saw this development two years ago when we introduced the LemonShop product to the market. A seamlessly integrated e-commerce solution is becoming a key selection criteria when evaluating different ERP systems. Positive customer feedback encouraged us to invest more in e-commerce solutions and therefore we strengthened the unit significantly during the first quarter.

In January we released the LemonSmart solution, offered through accounting firms to micro-enterprises. LemonSmart also upgrades Lemonsoft’s product offering in the accounting sector. LemonSmart is a highly automated solution for sales and purchase invoicing, payroll, cash flow management and reporting functions. VAT declarations and other legal requirements are automatically handled by the system. Micro-enterprises have not previously been our target group, but we also want to offer them a solution, which grows with the company. LemonSmart shares the common business logic and the database with Lemonsoft ERP.

We will also actively continue to evaluate possible acquisition targets in several interesting industries and product areas.

Our second quarter is busy, and there are more implementations ongoing than before. General interest towards ERP systems seems to remain high despite the current uncertain geopolitical situation.

Group Financial Development

Group financial result and profitability

January-March 2022
Net sales for the review period were EUR 5,002 thousand (3,849). Net sales increased by EUR 1,153 thousand, 29.9%. Organic growth of the review period was 9.1%. The comparison period included exceptionally high license sales, which shows as lower organic growth of the review period. Net sales grew especially due to new customer acquisition, previous year’s acquisitions of Metsys Oy and PlanMill Oy and the asset purchase of Talosofta. Out of these, the net sales of Metsys Oy were not included in the comparison period in January and the net sales of PlanMill Oy and Talosofta were not included at all in the comparison period’s net sales.

The share of SaaS income during the review period was 77.6% (72.4), the share of transaction income 5.6% (6.5), and consulting and other income 16.8% (21.1).

EBITDA was EUR 1,358 thousand (1,370), 27.1% (35.6) of net sales. Adjusted EBITDA (adjustments specified in the table EBITDA and EBIT Adjustments) was EUR 1,369 thousand (1,368), 27.4% (35.6) of net sales. According to expectations, adjusted EBITDA of the review period was affected by increased salary costs due to recruitments and higher other operating expenses mainly due to IPO related, new running cost items.

EBIT was EUR 1,010 thousand (1,133), 20.2% (29.4) of net sales. Adjusted EBIT (adjustments specified in the table EBITDA and EBIT Adjustments) was EUR 1,325 thousand (1,311), 26.5% (34.1) of net sales. According to expectations, adjusted EBIT of the review period was affected by increased salary costs due to recruitments and higher other operating expenses mainly due to IPO related, new running cost items.

Profit for the review period was EUR 762 thousand (884), 15.2% (23.0) of net sales.

Cash flow from operating activities during the review period was EUR 798 thousand (1,286).

Balance sheet, financing and investments
The balance sheet total at the end of the review period was EUR 29,988 thousand (29,798 at the end of the year 2021).

The Group has not capitalized any R&D costs during the review period or the comparison period.

Equity at the end of the review period was EUR 22,753 thousand (21,991 at the end of the year 2021), equity increased EUR 762 thousand.

Equity ratio at the end of the review period was 77.5% (75.0 at the end of the year 2021) and interest-bearing debt was EUR 3,300 thousand (3,300 at the end of the year 2021).

Cash and cash equivalents at the end of the review period were EUR 19,749 thousand (19,060 at the end of the year 2021).

Personnel, management and administration

The Group number of employees was 158 (118) on 31 March 2022. Recruitments of the review period have strengthened the R&D and Customer service functions.

The personnel are divided as follows:

  • R&D 88 employees
  • Customer service 38 employees
  • Sales 14 employees
  • Other functions, a total of 18 employees

Annual General Meeting

Lemonsoft Oyj’s Annual General Meeting was held on 5 April 2022 in Helsinki with exceptional arrangements without the presence of shareholders or their representatives. The Annual General Meeting adopted the financial statements for the year 2021 and discharged the members of the Board of Directors and the CEO from liability for the last financial year.

The Annual General Meeting elected five members to the Board of Directors; Christoffer Häggblom, Michael Richter, Kari Joki-Hollanti, Saila Miettinen-Lähde and Ilkka Hiidenheimo. The Board elected Christoffer Häggblom as Chairman from among its members. The Annual General Meeting decided that the Chairman of the Board will be paid EUR 3,000 per month and the ordinary members of the Board EUR 1,500 per month as a remuneration.

The Annual General Meeting decided that KPMG will continue as the company's auditor. Kim Järvi, Authorized Public Accountant, will continue as the responsible auditor appointed by the audit firm. It was decided to pay the auditor fees according to the reasonable invoice.

The Annual General Meeting decided to establish an Audit Committee. Chairman of the Audit Committee will be paid EUR 1,000 per meeting and the members of the Committee EUR 500 per meeting as a remuneration. Board of Directors elected, in its Inaugural Board Meeting after the Annual General Meeting, Saila Miettinen-Lähde as Chairman of the Audit Committee, and Michael Richter as a member.

The Annual General Meeting decided to establish a Shareholders' Nomination Board. The duties of the Nomination Board will be e.g. to prepare proposals for the Annual General Meeting regarding the election of Board members and the remuneration of members of the Board and Board committees. The Nomination Board consists of three members who are the company's three largest shareholders or their nominated representatives. The Chairman of the Board of Directors would act as an expert member of the Nomination Board, unless he is a member of the Nomination Board on other grounds (when acting as an expert member, the Chairman of the Board would not be an official member of the Nomination Board and would not have voting rights).

The Annual General Meeting authorized the Board to decide on an ordinary or bonus issue of shares and the granting of special rights. The maximum total number of shares to be issued by virtue of the authorization is 2,000,000 shares. The authorization applies to both new shares and treasury shares held by the company. 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 2023, and it replaces the previous authorizations granted regarding a directed share issue and issuance of special rights entitling to shares.

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 18,273,726 (680) shares. The average number of shares during the review period was 18,273,726 (680). The share split has been considered in the number of shares.

The company's share is traded on the First North Growth Market Finland marketplace maintained by Nasdaq Helsinki Oy. During the review period, the highest share price was EUR 18.00 and the lowest EUR 11.04. The closing price on 31 March 2022 was EUR 13.05. The market value of the company at the closing price of the review period was approximately EUR 238.5 million. Average daily trading volume during the review period was 13,471 shares (EUR 201,203).

On 31 March 2022, the company had a total of 2,615 shareholders. The company's largest shareholders can be found on the company's investor website at https://investors.lemonsoft.fi/osakkeenomistajat/.

Significant short-term risks and uncertainties

The biggest challenge for our industry is the availability of skilled personnel. To maintain strong growth, Lemonsoft is investing heavily in recruiting employees with strong expertise. Success of the Group and opportunities for organic growth depend largely on how well we can recruit, motivate, and engage more skilled personnel and maintain and develop our expertise.

Possible weakening of the business of the Group's customer companies could result in e.g. reduced investments by industrial manufacturing companies and decreased need for subcontracting chains. This could also have a negative impact on the demand for ERP systems, which could slow down the development of the Group’s new sales and upselling potential to the existing customer base.

In addition to the Covid-19 pandemic, globally affecting conflicts like the war in Ukraine could also have direct and indirect impacts on Lemonsoft’s business. These could also pose business and bankruptcy risks to the Lemonsoft’s customers, which in turn may affect the Group’s business and cash position. Lemonsoft constantly monitors the development of the situation from a risk management perspective.

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

The Annual General Meeting decided that a dividend of EUR 0.13 per share will be paid according to the confirmed balance sheet for the accounting period ending on 31 December 2021. About total of EUR 2,4 million was paid in dividends after the review period, 20 April 2022.

Events after the review period

There were no significant events after the review period.

Outlook 2022

Lemonsoft's goal is to continue steady 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.

Digitalization and increasing use of ERP systems in the Group's potential customer base is expected to continue, especially in the construction industry and in industrial manufacturing and logistics. ERP is a key system for management and continuation of a customer's business, based on which customer retention is also expected to remain at the current high level.

Recruitments made in the second half of 2021 and during the review period will weaken relative profitability in the first half of 2022 compared to the second half.

Profit forecast for 2022

We keep the previous profit forecast for 2022 unchanged. We estimate that the net sales for the financial year 2022 will increase by 23-28 percent compared to the financial year 2021, and that adjusted EBIT will be 30-35 percent of net sales in 2022.

Financial information

Lemonsoft Oyj will publish the following financial information in 2022:

  • Half-year Report January-June 2022 on Friday, 22 July 2022
  • Interim Report January – September 2022 on Friday, 28 October 2022

Webcast for investors and media

Lemonsoft will host a live webcast for investors and the media in English on April 27, 2022 at 2:00pm EET. The webcast can be followed online live via this link: https://lemonsoft.videosync.fi/2022-q1-results

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

Lemonsoft Oyj
Board of Directors

For further information, please contact:

Kari Joki-Hollanti
CEO
kari.joki-hollanti@lemonsoft.fi
+358 44 730 9271

Alpo Luostarinen
Director, M&A and IR
alpo.luostarinen@lemonsoft.fi
+358 50 911 3507

Certified Adviser:
Danske Bank A/S, Finland Branch, +358 40 841 3052

About Lemonsoft Oyj

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 standardized 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 includes customers from especially industrial manufacturing, wholesale and retail, professional services automation, construction and accounting.

Get to know us better at www.lemonsoft.fi.

Distribution

Nasdaq Helsinki Oy
Principal media

TABLES

Accounting principles for the review period

The figures have been prepared in accordance with Finnish Accounting Standards (FAS).

The figures of the review period are unaudited.

CONSOLIDATED INCOME STATEMENT

EUR 1,0001-3/20221-3/20211-12/2021
  
NET SALES5,0023,84917,227
Other operating income11445
Materials and services-555-417-1,893
Personnel expenses-2,633-1,787-8,091
Depreciation and amortization  
Depreciation-123-92-462
Goodwill amortization-224-144-699
Total depreciation and amortization-347-236-1,161
Other operating expenses-458-290-3,059
EBIT1,0101,1333,070
Financial income and expenses-5116
PROFIT (LOSS) BEFORE TAXES1,0061,1343,086
Income taxes-238-250-778
Minority share6035
PROFIT (LOSS) FOR THE PERIOD7628842,272

CONSOLIDATED BALANCE SHEET

EUR 1,0003/20223/202112/2021
NON-CURRENT ASSETS  
Intangible assets6,1733,7346,484
Tangible assets606580533
Investments1,8741,4951,874
TOTAL NON-CURRENT ASSETS8,6535,8098,891
CURRENT ASSETS  
Inventories364352
Current receivables1,5509801,795
Cash at bank and in hand19,7493,97919,060
TOTAL CURRENT ASSETS21,3355,00220,907
Total Assets29,98810,81129,798
   
   
EQUITY22,7535,63321,991
Minority interest36130
LIABILITIES  
Non-current liabilites2,4001,5002,400
Current liabilities4,7993,6775,377
TOTAL LIABILITIES7,1995,1777,777
Total equity and liabilities29,98810,81129,798

CONSOLIDATED CASH FLOW STATEMENT

EUR 1,0001-3/20221-3/20211-12/2021
Cash flow from operating activities:  
Profit (Loss) before extraordinary items1,0061,1343,086
Adjustments3522531,182
Cash flow before change in working capital1,3581,3874,267
Change in working capital-305150328
Cash flow from operating activities before financial items and taxes1,0531,5364,595
Net financial items and taxes-255-251-602
Net cash from operating activities (A)7981,2863,994
   
Cash flow from investing activities:  
Acquisition of intangible and tangible assets-1090-2,560
Proceeds from sale of tangible and intangible assets00107
Other investments00-379
Acquired shares in subsidiaries0-197-1,236
Net cash used in investing activities (B)-109-197-4,069
   
Cash flow from financing activities:  
Dividends paid0-2,210-2,210
Net cash flow from non-current loans001,300
Share issue0014,945
Net cash from financing activities (C)0-2,21014,035
   
Change in cash at bank and in hand (A + B + C)
increase (+) / decrease (–)
689-1,12213,960
   
Cash at bank and in hand at the beginning of the period19,0605,1005,100
Cash at bank and in hand at the end of the period19,7493,97919,060
Change in cash689-1,12213,960

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

EUR 1,0001-3/20221-3/20211-12/2021
 
Restricted equity
Share capital at the beginning of the period8088
Increase of share capital0072
Share capital at the end of the period80880
Total restricted equity80880
 
Free equity
Invested unrestricted equity reserve at the beginning of the period14,9803636
IPO0014,945
Invested unrestricted equity reserve at the end of the period14,9803614,980
Invested unrestricted equity reserve total14,9803614,980
 
Retained earnings at the beginning of the period *6,9306,9166,935
Dividends distributed0-2,210-2,210
Increase of share capital00-72
Retained earnings at the end of the period6,9304,7064,658
 
Profit (Loss) for the period7628842,272
Total free equity22,6735,62521,911
 
Capital loans
Capital loans at the beginning of the period00200
Transfer of capital loan00-200
Capital loans at the end of the period000
Total capital loan000
 
TOTAL EQUITY22,7535,63321,991

* Earnings from subsidiary mergers transferred to Retained earnings in 2021

GROUP’S COMMITMENTS

EUR 1,0003/20223/202112/2021
 
Rental obligations
Rental obligations < 1 y19848200
Rental obligations > 1 y005
Total rental obligations19848205
 
Lease obligations
Lease obligations < 1 y181
Lease obligations > 1 y000
Total lease obligations181
Collateral securities
Cash pledges (movable object, security) *1,0731,0731,073
Business mortgage, parent company2,0005002,000
Total collateral securities3,0731,5733,073

*The value of cash pledges corresponds to the purchase price of the pledged real estate shares

CALCULATION OF KEY FIGURES

Gross margin = Net sales + Other operating income – Materials and services

EBITDA = EBIT + Depreciation and amortization

Adjusted EBITDA = EBIT + Depreciation and amortization – Business Finland’s aid + M&A costs + IPO costs

Operating profit (EBIT) = Net sales + Other operating income – Materials and services – Personnel expenses – Other operating expenses – Depreciation and amortization

Adjusted EBIT = EBIT – Business Finland’s aid + M&A costs + IPO costs + Goodwill amortization

Equity ratio, % = Equity +/- Minority interest x100 / (Balance sheet total – Advances received)

Gearing, % = (Interest-bearing liabilities – Cash at bank and in hand) x100 / Equity

Net debt = Loans from credit institutions – Cash at bank and in hand

Earnings per share (EPS) = Profit (Loss) of the period / Adjusted average number of outstanding shares during the period

EBITDA AND EBIT ADJUSTMENTS

EUR 1,0001-3/20221-3/20211-12/2021
EBITDA1,3581,3704,231
EBITDA, % of net sales27.1 %35.6 %24.6 %
Business Finland subsidies0-14-45
M&A and IPO costs11131,449
Adjusted EBITDA1,3691,3685,635
Adjusted EBITDA, % of net sales27.4 %35.6 %32.7 %
EUR 1,0001-3/20221-3/20211-12/2021
EBIT1,0101,1333,070
EBIT, % of net sales20.2 %29.4 %17.8 %
Business Finland subsidies0-14-45
M&A and IPO costs11131,449
Goodwill amortization303179937
Adjusted EBIT1,3251,3115,411
Adjusted EBIT, % of net sales26.5 %34.1 %31.4 %

Resolutions of Lemonsoft Oyj’s Annual General Meeting and decisions of the constitutive meeting of the Board of Directors

LEMONSOFT OYJ – COMPANY ANNOUNCEMENT – 05.04.2022 AT 12.00 EET

The Annual General Meeting of Lemonsoft Oyj was held on 5 April 2022 at 10 a.m. The meeting was organised with exceptional arrangements without the presence of shareholders or their representatives at the address Itämerentori 2, FI-00180 Helsinki.

The company’s shareholders and their representatives had an opportunity to attend the Annual General Meeting and exercise their shareholder rights only by voting in advance and submitting counterproposals and questions in advance. No counterproposals or questions were received.

The Annual General Meeting adopted the annual accounts for the financial period ended on 31 December 2021. The members of the Board of Directors as well as the CEO were discharged from liability for the financial period ended on 31 December 2021.

The use of the profit shown on the balance sheet and the distribution of dividends

The Annual General Meeting resolved in accordance with the proposal of the Board of Directors that a dividend of EUR 0.13 per share will be paid according to the confirmed balance sheet for the accounting period ending on 31 December 2021. The dividend shall be paid to shareholders registered on the record date, 7 April 2022, as a shareholder in the company’s shareholders’ register. The dividend will be paid on 20 April 2022.

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

Board of Directors

The Annual General Meeting decided the number of members of the Board of Directors to be five. Christoffer Häggblom, Kari Joki-Hollanti, Ilkka Hiidenheimo, Saila Miettinen-Lähde and Michael Richter were re-elected as members of the Board of Directors.

The Annual General Meeting resolved that no changes are made to the remuneration or travel expenses of the Board members, i.e., the Chairman of the Board will continue to be paid a monthly fee of EUR 3,000, other Board members will be paid a monthly fee of EUR 1,500 and travel expenses will be reimbursed in accordance with the company's travel policy.

Auditor

The Annual General Meeting decided that KPMG Oy Ab, Authorized Public Accountants firm, be elected as the company’s auditor. KPMG Oy Ab has advised the company that the auditor-in-charge will be Authorised Public Accountant Kim Järvi. The remuneration of the auditor will be paid according to reasonable invoice submitted by the auditor.

Audit Committee and the remuneration of its members

The Annual General Meeting decided in accordance with the proposal of the Board of Directors to establish an Audit Committee. The duties of the Audit Committee would be, inter alia:

• monitor and assess the financial reporting system;
• monitor and assess the effectiveness of internal control, internal audit and risk management systems;
• monitor and assess the compliance of agreements and other legal transactions between the company and its related parties with the requirements of relating to the ordinary course of business and market conditions;
• to monitor and assess the independence of the auditor and, in particular, the non-audit services provided by the auditor; and
• monitor the company's audit and prepare the election of the company's auditor.
The Annual General Meeting decided that the Chairman of the Audit Committee will be paid a fee of EUR 1,000 per meeting and that the members of the Committee will be paid a fee of EUR 500 per meeting.

Establishment of a Shareholders’ Nomination Board

The Annual General Meeting decided on the establishment of a Shareholders' Nomination Board. The duties of the Nomination Board would be e.g., to prepare proposals for the Annual General Meeting regarding the election of Board members and the remuneration of members of the Board and Board committees.

The Nomination Board will consist of three members who are the company's three largest shareholders or their nominated representatives. The Chairman of the Board of Directors will act as an expert member of the Nomination Board, unless he is a member of the Nomination Board on other grounds (when acting as an expert member, the Chairman of the Board will not be an official member of the Nomination Board and will not have voting rights).

In addition, the Annual General Meeting approved the Charter of the Shareholders’ Nomination Board.

Authorizing the Board of Directors to decide on a share issue and the issuance of options and other special rights entitling to shares

The Annual General Meeting authorized the Board 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:

The maximum total number of shares to be issued by virtue of the authorization is 2,000,000 shares. The authorization applies to both new shares and treasury shares held by the company. The authorization may be used to finance or carry out acquisitions or other transactions, to carry out the company’s share-based incentive schemes, to improve the company's capital structure, or 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 2023, and it would replace the previous authorizations granted regarding a directed share issue and issuance of special rights entitling to shares.

Constitutive meeting of the Board of Directors

At the Board of Directors’ constitutive meeting held after the Annual General Meeting, Christoffer Häggblom was elected as Chairman of the Board of Directors of Lemonsoft Oyj.

Saila Miettinen-Lähde and Michael Richter were elected as members of the Audit Committee, with Saila Miettinen-Lähde as the Chairperson.

Independence of the Board Members

The Board has in its organizing meeting on 5 April 2022 assessed its members’ independence of the company and of its significant shareholders, based on the Finnish Corporate Governance Code published by the Securities Market Association. Saila Miettinen-Lähde and Ilkka Hiidenheimo are independent of both the company and its significant shareholders. Michael Richter is Independent from the company but not independent from major shareholders (employee of major shareholder). Christoffer Häggblom is Independent from the company but not independent from major shareholders (controlling interest in major shareholder, indirect ownership based on controlling interest through Rite Internet Ventures Holding AB). Kari Joki-Hollanti is not independent from the company or from major shareholders (CEO and major shareholder).

Lemonsoft Oyj
Board of Directors

Lemonsoft Oyj has published the Annual Report for 2021

LEMONSOFT OYJ – COMPANY ANNOUNCEMENT – 18.3.2022 AT 10.00 EET
 
Lemonsoft Oyj has published the Annual Report for 2021 together with the Report of the Board of Directors and the Financial Statement for 2021.

The material can be found on https://investors.lemonsoft.fi/, and also enclosed.

Contacts:

Kari Joki-Hollanti
CEO
kari.joki-hollanti@lemonsoft.fi
+358 40 768 1415

Alpo Luostarinen
Director, M&A and IR
alpo.luostarinen@lemonsoft.fi
+358 50 911 3507,

Certified Adviser:
Danske Bank A/S, Suomen sivuliike, +358 40 841 3052

Correction: LEMONSOFT OYJ: NOTICE OF THE ANNUAL GENERAL MEETING

LEMONSOFT OYJ – COMPANY ANNOUNCEMENT – 04.03.2022 AT 12.45 EET

Lemonsoft Oyj released today 4 March 2022 an invitation to its shareholders to the Annual General Meeting to be held on Tuesday, 5 April 2022 at 10:00. In the section under “A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING” was an error in item 8. “Resolution on the use of the profit shown on the balance sheet and authorizing the Board of Directors to resolve on the distribution of dividends”. The record date for the dividend payment was incorrectly stated as March 24, 2022, while the correct record date for the dividend payment is 7 April 2022. The error was in both the Finnish and English releases.

Below is the invitation to the Annual General Meeting in its entirety, where item 8 has been corrected.

Lemonsoft Oyj: Notice of the Annual General Meeting

The Annual General Meeting of Lemonsoft Oyj will be held on 5 April 2022 at 10 a.m. The meeting will be organised with exceptional arrangements without the presence of shareholders or their representatives at the address Itämerentori 2, FI-00180 Helsinki.

The company’s Board of Directors has decided on the exceptional meeting practice under the temporary act (375/2021) approved by the Parliament of Finland. In order to prevent the spread of the COVID-19 pandemic, the company has decided to take measures allowed by the temporary act so that the Annual General Meeting can be held in a predictable manner, taking into account the health and safety of shareholders, the company's personnel and other stakeholders.

The company’s shareholders and their representatives may attend the Annual General Meeting and exercise their shareholder rights only by voting in advance and submitting counterproposals and questions in advance in accordance with the instructions in section C below. It is not possible to attend the Annual General Meeting at the meeting venue.

It is possible for shareholders to follow the Annual General Meeting as a webcast. Registration for the webcast takes place in connection with registration for the Annual General Meeting. Shareholders so following the meeting are not considered to participate in the Annual General Meeting, meaning that they do not have the right to ask questions or vote during the Annual General Meeting, among other things. More detailed instructions can be found in Part C “Instructions for Participants in the Annual General Meeting”.

A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING

At the Annual General Meeting, the following matters will be considered:

1. Opening of the meeting

2. Calling the meeting to order

Lawyer Jarmo Kinnunen will serve as chairman of the meeting. In case Jarmo Kinnunen would not be able to act as chairman of the meeting for a weighty reason, the Board of Directors will appoint another person it deems most suitable to act as chairman of the meeting.

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

CFO Mari Erkkilä will scrutinize the minutes and supervise the counting of votes. In case Mari Erkkilä is prevented from scrutinizing the minutes and supervising the counting of votes for a weighty reason, the Board of Directors will appoint another person it deems most suitable to act in that role.

4. Recording the legality of the meeting

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

Shareholders who have cast their votes in advance during the advance voting period and who are entitled to take part in the Annual General Meeting under Chapter 5, Sections 6 and 6a of the Limited Liability Companies Act, will be deemed to have participate at the meeting. The list of votes will be adopted according to the information provided by Euroclear Finland Oy and Innovatics Ltd.

6. Presentation of the financial statements, the report of the Board of Directors and the auditor's report for the year 2021

As participation at the Annual General Meeting is only possible through advance voting, the Annual Report published by the company at the latest by 18 March 2022, containing the company’s financial statements, report of the Board of Directors and the auditor’s report, that is available on the company's website, is deemed to have been presented to the Annual General Meeting.

The CEO of the company Kari Joki-Hollanti presents the review at the webcast of the Annual General Meeting.

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 resolve on the distribution of dividends

The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.13 per share be paid according to the confirmed balance sheet for the accounting period ending on 31 December 2021, meaning that a total of EUR 2,400,000 be paid in dividends. The dividend shall be paid to shareholders registered on the record date, 7 April 2022, as a shareholder in the company’s shareholders’ register maintained by Euroclear Finland Oy. The Board of Directors proposes that dividend be paid on 20 April 2022.

The Board of Directors proposes that the share of profits not paid out in dividends for the accounting period be transferred on the company’s account for retained earnings.

9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the last financial year

10. Resolution on the remuneration of the members of the Board of Directors and reimbursement of travel expenses

The Board of Directors proposes for the Board to consist of five (5) actual members.

The Board of Directors proposes that no changes be made to the remuneration or travel expenses of the Board members, ie the Chairman of the Board will continue to be paid a monthly fee of EUR 3,000, other Board members will be paid a monthly fee of EUR 1,500 and travel expenses will be reimbursed in accordance with the company's travel policy.

11. Election of members of the Board of Directors

The Board of Directors proposes that the 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.

12. Resolution on the remuneration of the auditor

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

13. Election of the auditor

The Board of Directors proposes that KPMG Oy Ab, Authorized Public Accountants firm, be elected as the company’s auditor. KPMG Oy Ab has advised the company that the auditor-in-charge would be Authorised Public Accountant Kim Järvi.

14. Audit Committee and resolution on the remuneration of its members

The Board of Directors considers it justified for the company to have an Audit Committee, the establishment of which will be decided by the Board of Directors elected at the Annual General Meeting on 5 April 2022 at its forthcoming Inaugural Board Meeting. The duties of the Audit Committee would be, inter alia:

  • monitor and assess the financial reporting system;
  • monitor and assess the effectiveness of internal control, internal audit and risk management systems;
  • monitor and assess the compliance of agreements and other legal transactions between the company and its related parties with the requirements of relating to the ordinary course of business and market conditions;
  • to monitor and assess the independence of the auditor and, in particular, the non-audit services provided by the auditor; and
  • monitor the company's audit and prepare the election of the company's auditor.

The Board of Directors proposes to the the Annual General Meeting that the Chairman of the Audit Committee be paid a fee of EUR 1,000 per meeting and that the members of the Committee be paid a fee of EUR 500 per meeting.

15. Establishment of a Shareholders’ Nomination Board

The Board of Directors proposes that the Annual General Meeting decide on the establishment of a Shareholders' Nomination Board. The duties of the Nomination Board would be e.g. to prepare proposals for the Annual General Meeting regarding the election of Board members and the remuneration of members of the Board and Board committees.

The Nomination Board would consist of three members who are the company's three largest shareholders or their nominated representatives. The Chairman of the Board of Directors would act as an expert member of the Nomination Board, unless he is a member of the Nomination Board on other grounds (when acting as an expert member, the Chairman of the Board would not be an official member of the Nomination Board and would not have voting rights).

In addition, the Board of Directors proposes that the Annual General Meeting approve the Charter of the Shareholders’ Nomination Board attached as appendix.

16. Authorising the Board of Directors to decide on a share issue and the issuance of options and other special rights entitling to shares

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

The maximum total number of shares to be issued by virtue of the authorization is 2,000,000 shares. The authorization applies to both new shares and treasury shares held by the company. The authorization may be used to finance or carry out acquisitions or other transactions, to carry out the company’s share-based incentive schemes, to improve the company's capital structure, or for other purposes decided by the Board. The authorisation 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 2023, and it would replace the previous authorisations granted regarding a directed share issue and issuance of special rights entitling to shares.

17. Closing of the meeting

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

This notice of meeting, including all proposals on the agenda of the Annual General Meeting, is 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 are also available on the said website. A copy of the annual report will be sent to shareholders by request.

The minutes of the Annual General Meeting will be available on the above-mentioned website as of 15 April 2022.

C. INSTRUCTIONS FOR MEETING PARTICIPANTS

In accordance with temporary legislation and in the company’s efforts to prevent the spread of the COVID-19 pandemic, it has been decided to hold the Annual General Meeting without shareholders and their proxy representatives’ presence at the meeting venue. Shareholders may attend the Annual General Meeting and exercise their shareholder rights only by voting, by submitting counterproposals in advance and asking questions in advance, according to the instructions below. Proxy representatives must also vote in advance as described below.

Shareholders and their proxy representatives cannot attend the Meeting over real-time connections, but shareholders have the opportunity to observe the Annual General Meeting via a link sent to them personally. A video link and password to follow the meeting online will be sent by email and as a text message to the email address and phone number provided in connection with the registration. Following the meeting via the video stream is possible only for shareholders who are registered as shareholders of the Company on the record date of the General Meeting. Following the meeting via the video stream does not constitute participation in the General Meeting. The voting list and results of votes of the General Meeting shall be made solely based on the advance voting.

1. Shareholder registered in the list of shareholders

A shareholder who is registered in the shareholder register of the company maintained by Euroclear Finland Oy on 24 March 2022 has the right to participate in the Annual General Meeting. A shareholder whose shares are registered in their personal Finnish book-entry account is registered in the shareholder register of the company.

2. Registration and advance voting

Registration and advance voting begin on 15 March 2022 at 10 a.m. A shareholder registered in the company’s shareholder register, who wants to take part in the general meeting by voting in advance, must register for the Annual General Meeting and vote in advance by 29 March 2022 at 4 p.m. at the latest, by which time the registration and votes must have been received by the company.

The requested information, such as the shareholder’s name, date of birth and contact details, has to be provided in connection with the registration. Personal data disclosed by shareholders to Lemonsoft Oyj or Innovatics Oy will only be used in connection with the Annual General Meeting and related necessary processing of registrations.

Shareholders whose shares are registered in their Finnish book-entry accounts can register and vote in advance with regard to certain items on the Annual General Meeting agenda from 15 March 2022 at 10 a.m. to 21 March 2022 at 4 p.m. as follows:

  1. via the company’s website at https://investors.lemonsoft.fi/annual-general-meeting

Electronic registration and advance voting require strong identification of the shareholder or his or her legal representative with Finnish or Swedish bank IDs or a mobile ID.

  1. by mail or email

A shareholder voting in advance by mail or e-mail should submit the advance voting form available on the company’s website on 15 March 2022 at the latest, or corresponding information by mail to the address Innovatics Oy, Annual General Meeting/Lemonsoft Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki or by email to agm@innovatics.fi.

If the shareholder takes part in the Annual General Meeting by submitting the advance votes by mail or email to Innovatics Oy, submitting the votes before the expiry of the registration and advance voting deadline is considered to be participation in the Annual General Meeting, provided that the shareholder’s message includes the information required for registration specified above.

Voting instructions are available on the Company’s website at https://investors.lemonsoft.fi/annual-general-meeting. Further information regarding registration and advance voting is available by telephone during the registration period of the Annual General Meeting on +358 10 2818 909 on weekdays from 9:00 to 12:00 and from 13:00 to 16:00.

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. A proxy authorized by a shareholder may also attend the meeting only by voting in advance on behalf of the shareholder as described in this invitation.

The proxy must identify to the electronic registration service and advance voting in person with strong identification, after which he or she will be able to register and vote in advance on behalf of the shareholder he or she represents. A proxy representative shall present a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting. The right of legal representation can be demonstrated by utilizing the suomi.fi authorizations service available in the electronic registration service. If a shareholder takes part in the Annual General Meeting through several proxy representatives representing the shareholder based on shares on different book-entry accounts, the shares based on which each proxy representative represents the shareholder must be reported in conjunction with registration.

The power of attorney template and advance voting form will be available on the company’s website at https://investors.lemonsoft.fi/annual-general-meeting on 15 March 2022 at the latest.

The duly completed and signed powers of attorney, together with the duly completed and signed advance voting form, shall be submitted by the shareholder's proxy representative in accordance with the instructions given on the form, primarily as an attachment for electronic registration and advance voting, or alternatively by e-mail to agm@innovatics.fi before the expiry of the advance voting period, which is when the powers of attorney must have been received. Shareholders’ proxy representatives must also vote in advance as set out in this notice.

The mere submission of authorization documents to the company or Innovatics Oy does not result in the shareholder's advance votes being taken into account. In addition, the successful registration of a shareholder's registration and advance voting requires that the proxy notifies the shareholder and votes in advance on his or her behalf as described in this invitation.

4. 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 he/she on the record date of the Annual General Meeting, 24 March 2022, would be entitled to be registered in the shareholder register of the company held by Euroclear Finland Oy. The right to participate in the Annual General Meeting also requires that the shareholder has been temporarily registered into the shareholder register held by Euroclear Finland Oy no later than on 31 March 2022 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.

A holder of nominee-registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholder register of the company, the issuing of proxy documents and registration for the Annual General Meeting from their custodian bank. The account management organization of the custodian bank has to register the holder of nominee-registered shares into the temporary shareholders’ register of the company and see to advance voting on behalf of the nominee-registered shareholder at the latest by the time stated above.

5. Other instructions/information

Shareholders holding a minimum of one-hundredth of all shares in the company have the right to make a counterproposal to the decision proposals included in the agenda of the Annual General Meeting to be voted on. Such counterproposals shall be submitted to the company by email at agm@lemonsoft.fi by 10 March 2022 at 4 p.m. at the latest. The shareholders making a counterproposal shall present an account of their holding upon submitting the counterproposal. The counterproposal will be reviewed by the Annual General Meeting, provided that the shareholder has the right to participate in the Annual General Meeting and the shareholder holds a minimum of one-hundredth of all shares in the company on the record date of the Annual General Meeting. If the counterproposal is not reviewed by the Annual General Meeting, any votes cast in favour of the counterproposal will be ignored. The company will publish any counterproposals included in the agenda for voting on the company's website https://investors.lemonsoft.fi/annual-general-meeting by 15 March 2022.

A shareholder may present questions referred to in chapter 5, section 25 of the Limited Liability Companies Act concerning matters reviewed at the meeting until 21 March 2022 at 4 p.m. though the electronic registration service or by email to agm@lemonsoft.fi. Such shareholder questions, answers by the company’s management and any counterproposals not included in the agenda for voting will be available on the company’s website at https://investors.lemonsoft.fi/annual-general-meeting on 25 March 2022 at the latest. A prerequisite for presenting questions and counterproposals is that the shareholder presents an adequate account of their shareholding.

On the day of the notice of the meeting, 4 March 2022, Lemonsoft Oyj had a total of 18,273,726 shares and votes.

Vaasa, 4 March 2022

LEMONSOFT OYJ

Board of Directors

LEMONSOFT OYJ: NOTICE OF THE ANNUAL GENERAL MEETING

Lemonsoft Oyj Company Announcement 04.03.2022 at 10.00 EET

The Annual General Meeting of Lemonsoft Oyj will be held on 5 April 2022 at 10 a.m. The meeting will be organised with exceptional arrangements without the presence of shareholders or their representatives at the address Itämerentori 2, FI-00180 Helsinki.

The company’s Board of Directors has decided on the exceptional meeting practice under the temporary act (375/2021) approved by the Parliament of Finland. In order to prevent the spread of the COVID-19 pandemic, the company has decided to take measures allowed by the temporary act so that the Annual General Meeting can be held in a predictable manner, taking into account the health and safety of shareholders, the company's personnel and other stakeholders.

The company’s shareholders and their representatives may attend the Annual General Meeting and exercise their shareholder rights only by voting in advance and submitting counterproposals and questions in advance in accordance with the instructions in section C below. It is not possible to attend the Annual General Meeting at the meeting venue.

It is possible for shareholders to follow the Annual General Meeting as a webcast. Registration for the webcast takes place in connection with registration for the Annual General Meeting. Shareholders so following the meeting are not considered to participate in the Annual General Meeting, meaning that they do not have the right to ask questions or vote during the Annual General Meeting, among other things. More detailed instructions can be found in Part C “Instructions for Participants in the Annual General Meeting”.

A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING

At the Annual General Meeting, the following matters will be considered:

1. Opening of the meeting

2. Calling the meeting to order

Lawyer Jarmo Kinnunen will serve as chairman of the meeting. In case Jarmo Kinnunen would not be able to act as chairman of the meeting for a weighty reason, the Board of Directors will appoint another person it deems most suitable to act as chairman of the meeting.

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

CFO Mari Erkkilä will scrutinize the minutes and supervise the counting of votes. In case Mari Erkkilä is prevented from scrutinizing the minutes and supervising the counting of votes for a weighty reason, the Board of Directors will appoint another person it deems most suitable to act in that role.

4. Recording the legality of the meeting

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

Shareholders who have cast their votes in advance during the advance voting period and who are entitled to take part in the Annual General Meeting under Chapter 5, Sections 6 and 6a of the Limited Liability Companies Act, will be deemed to have participate at the meeting. The list of votes will be adopted according to the information provided by Euroclear Finland Oy and Innovatics Ltd.

6. Presentation of the financial statements, the report of the Board of Directors and the auditor's report for the year 2021

As participation at the Annual General Meeting is only possible through advance voting, the Annual Report published by the company at the latest by 18 March 2022, containing the company’s financial statements, report of the Board of Directors and the auditor’s report, that is available on the company's website, is deemed to have been presented to the Annual General Meeting.

The CEO of the company Kari Joki-Hollanti presents the review at the webcast of the Annual General Meeting.

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 resolve on the distribution of dividends

The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.13 per share be paid according to the confirmed balance sheet for the accounting period ending on 31 December 2021, meaning that a total of EUR 2,400,000 be paid in dividends. The dividend shall be paid to shareholders registered on the record date, 24 March 2022, as a shareholder in the company’s shareholders’ register maintained by Euroclear Finland Oy. The Board of Directors proposes that dividend be paid on 20 April 2022.

The Board of Directors proposes that the share of profits not paid out in dividends for the accounting period be transferred on the company’s account for retained earnings.

9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the last financial year

10. Resolution on the remuneration of the members of the Board of Directors and reimbursement of travel expenses

The Board of Directors proposes for the Board to consist of five (5) actual members.

The Board of Directors proposes that no changes be made to the remuneration or travel expenses of the Board members, ie the Chairman of the Board will continue to be paid a monthly fee of EUR 3,000, other Board members will be paid a monthly fee of EUR 1,500 and travel expenses will be reimbursed in accordance with the company's travel policy.

11. Election of members of the Board of Directors

The Board of Directors proposes that the 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.

12. Resolution on the remuneration of the auditor

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

13. Election of the auditor

The Board of Directors proposes that KPMG Oy Ab, Authorized Public Accountants firm, be elected as the company’s auditor. KPMG Oy Ab has advised the company that the auditor-in-charge would be Authorised Public Accountant Kim Järvi.

14. Audit Committee and resolution on the remuneration of its members

The Board of Directors considers it justified for the company to have an Audit Committee, the establishment of which will be decided by the Board of Directors elected at the Annual General Meeting on 5 April 2022 at its forthcoming Inaugural Board Meeting. The duties of the Audit Committee would be, inter alia:

  • monitor and assess the financial reporting system;
  • monitor and assess the effectiveness of internal control, internal audit and risk management systems;
  • monitor and assess the compliance of agreements and other legal transactions between the company and its related parties with the requirements of relating to the ordinary course of business and market conditions;
  • to monitor and assess the independence of the auditor and, in particular, the non-audit services provided by the auditor; and
  • monitor the company's audit and prepare the election of the company's auditor.

The Board of Directors proposes to the the Annual General Meeting that the Chairman of the Audit Committee be paid a fee of EUR 1,000 per meeting and that the members of the Committee be paid a fee of EUR 500 per meeting.

15. Establishment of a Shareholders’ Nomination Board

The Board of Directors proposes that the Annual General Meeting decide on the establishment of a Shareholders' Nomination Board. The duties of the Nomination Board would be e.g. to prepare proposals for the Annual General Meeting regarding the election of Board members and the remuneration of members of the Board and Board committees.

The Nomination Board would consist of three members who are the company's three largest shareholders or their nominated representatives. The Chairman of the Board of Directors would act as an expert member of the Nomination Board, unless he is a member of the Nomination Board on other grounds (when acting as an expert member, the Chairman of the Board would not be an official member of the Nomination Board and would not have voting rights).

In addition, the Board of Directors proposes that the Annual General Meeting approve the Charter of the Shareholders’ Nomination Board attached as appendix.

16. Authorising the Board of Directors to decide on a share issue and the issuance of options and other special rights entitling to shares

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

The maximum total number of shares to be issued by virtue of the authorization is 2,000,000 shares. The authorization applies to both new shares and treasury shares held by the company. The authorization may be used to finance or carry out acquisitions or other transactions, to carry out the company’s share-based incentive schemes, to improve the company's capital structure, or for other purposes decided by the Board. The authorisation 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 2023, and it would replace the previous authorisations granted regarding a directed share issue and issuance of special rights entitling to shares.

17. Closing of the meeting

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

This notice of meeting, including all proposals on the agenda of the Annual General Meeting, is 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 are also available on the said website. A copy of the annual report will be sent to shareholders by request.

The minutes of the Annual General Meeting will be available on the above-mentioned website as of 15 April 2022.

C. INSTRUCTIONS FOR MEETING PARTICIPANTS

In accordance with temporary legislation and in the company’s efforts to prevent the spread of the COVID-19 pandemic, it has been decided to hold the Annual General Meeting without shareholders and their proxy representatives’ presence at the meeting venue. Shareholders may attend the Annual General Meeting and exercise their shareholder rights only by voting, by submitting counterproposals in advance and asking questions in advance, according to the instructions below. Proxy representatives must also vote in advance as described below.

Shareholders and their proxy representatives cannot attend the Meeting over real-time connections, but shareholders have the opportunity to observe the Annual General Meeting via a link sent to them personally. A video link and password to follow the meeting online will be sent by email and as a text message to the email address and phone number provided in connection with the registration. Following the meeting via the video stream is possible only for shareholders who are registered as shareholders of the Company on the record date of the General Meeting. Following the meeting via the video stream does not constitute participation in the General Meeting. The voting list and results of votes of the General Meeting shall be made solely based on the advance voting.

1. Shareholder registered in the list of shareholders

A shareholder who is registered in the shareholder register of the company maintained by Euroclear Finland Oy on 24 March 2022 has the right to participate in the Annual General Meeting. A shareholder whose shares are registered in their personal Finnish book-entry account is registered in the shareholder register of the company.

2. Registration and advance voting

Registration and advance voting begin on 15 March 2022 at 10 a.m. A shareholder registered in the company’s shareholder register, who wants to take part in the general meeting by voting in advance, must register for the Annual General Meeting and vote in advance by 29 March 2022 at 4 p.m. at the latest, by which time the registration and votes must have been received by the company.

The requested information, such as the shareholder’s name, date of birth and contact details, has to be provided in connection with the registration. Personal data disclosed by shareholders to Lemonsoft Oyj or Innovatics Oy will only be used in connection with the Annual General Meeting and related necessary processing of registrations.

Shareholders whose shares are registered in their Finnish book-entry accounts can register and vote in advance with regard to certain items on the Annual General Meeting agenda from 15 March 2022 at 10 a.m. to 21 March 2022 at 4 p.m. as follows:

  1. via the company’s website at https://investors.lemonsoft.fi/annual-general-meeting

Electronic registration and advance voting require strong identification of the shareholder or his or her legal representative with Finnish or Swedish bank IDs or a mobile ID.

  1. by mail or email

A shareholder voting in advance by mail or e-mail should submit the advance voting form available on the company’s website on 15 March 2022 at the latest, or corresponding information by mail to the address Innovatics Oy, Annual General Meeting/Lemonsoft Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki or by email to agm@innovatics.fi.

If the shareholder takes part in the Annual General Meeting by submitting the advance votes by mail or email to Innovatics Oy, submitting the votes before the expiry of the registration and advance voting deadline is considered to be participation in the Annual General Meeting, provided that the shareholder’s message includes the information required for registration specified above.

Voting instructions are available on the Company’s website at https://investors.lemonsoft.fi/annual-general-meeting. Further information regarding registration and advance voting is available by telephone during the registration period of the Annual General Meeting on +358 10 2818 909 on weekdays from 9:00 to 12:00 and from 13:00 to 16:00.

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. A proxy authorized by a shareholder may also attend the meeting only by voting in advance on behalf of the shareholder as described in this invitation.

The proxy must identify to the electronic registration service and advance voting in person with strong identification, after which he or she will be able to register and vote in advance on behalf of the shareholder he or she represents. A proxy representative shall present a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting. The right of legal representation can be demonstrated by utilizing the suomi.fi authorizations service available in the electronic registration service. If a shareholder takes part in the Annual General Meeting through several proxy representatives representing the shareholder based on shares on different book-entry accounts, the shares based on which each proxy representative represents the shareholder must be reported in conjunction with registration.

The power of attorney template and advance voting form will be available on the company’s website at https://investors.lemonsoft.fi/annual-general-meeting on 15 March 2022 at the latest.

The duly completed and signed powers of attorney, together with the duly completed and signed advance voting form, shall be submitted by the shareholder's proxy representative in accordance with the instructions given on the form, primarily as an attachment for electronic registration and advance voting, or alternatively by e-mail to agm@innovatics.fi before the expiry of the advance voting period, which is when the powers of attorney must have been received. Shareholders’ proxy representatives must also vote in advance as set out in this notice.

The mere submission of authorization documents to the company or Innovatics Oy does not result in the shareholder's advance votes being taken into account. In addition, the successful registration of a shareholder's registration and advance voting requires that the proxy notifies the shareholder and votes in advance on his or her behalf as described in this invitation.

4. 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 he/she on the record date of the Annual General Meeting, 24 March 2022, would be entitled to be registered in the shareholder register of the company held by Euroclear Finland Oy. The right to participate in the Annual General Meeting also requires that the shareholder has been temporarily registered into the shareholder register held by Euroclear Finland Oy no later than on 31 March 2022 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.

A holder of nominee-registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholder register of the company, the issuing of proxy documents and registration for the Annual General Meeting from their custodian bank. The account management organization of the custodian bank has to register the holder of nominee-registered shares into the temporary shareholders’ register of the company and see to advance voting on behalf of the nominee-registered shareholder at the latest by the time stated above.

5. Other instructions/information

Shareholders holding a minimum of one-hundredth of all shares in the company have the right to make a counterproposal to the decision proposals included in the agenda of the Annual General Meeting to be voted on. Such counterproposals shall be submitted to the company by email at agm@lemonsoft.fi by 10 March 2022 at 4 p.m. at the latest. The shareholders making a counterproposal shall present an account of their holding upon submitting the counterproposal. The counterproposal will be reviewed by the Annual General Meeting, provided that the shareholder has the right to participate in the Annual General Meeting and the shareholder holds a minimum of one-hundredth of all shares in the company on the record date of the Annual General Meeting. If the counterproposal is not reviewed by the Annual General Meeting, any votes cast in favour of the counterproposal will be ignored. The company will publish any counterproposals included in the agenda for voting on the company's website https://investors.lemonsoft.fi/annual-general-meeting by 15 March 2022.

A shareholder may present questions referred to in chapter 5, section 25 of the Limited Liability Companies Act concerning matters reviewed at the meeting until 21 March 2022 at 4 p.m. though the electronic registration service or by email to agm@lemonsoft.fi. Such shareholder questions, answers by the company’s management and any counterproposals not included in the agenda for voting will be available on the company’s website at https://investors.lemonsoft.fi/annual-general-meeting on 25 March 2022 at the latest. A prerequisite for presenting questions and counterproposals is that the shareholder presents an adequate account of their shareholding.

On the day of the notice of the meeting, 4 March 2022, Lemonsoft Oyj had a total of 18,273,726 shares and votes.

Vaasa, 4 March 2022

LEMONSOFT OYJ

Board of Directors

Lemonsoft Oyj’s Financial Statements Bulletin for 1 January – 31 December 2021: Strong sales growth continued, successful listing on First North marketplace

Lemonsoft Oyj Financial Statements Bulletin 16.2.2022 at 10.30 EET

OCTOBER – DECEMBER 2021

  • Net sales increased 35.2% and was EUR 4,943 thousand (3,656)
  • Adjusted EBITDA was EUR 1,269 thousand (1,241), 25.7% (33.9) of net sales
  • EBIT was EUR -298 thousand (1,026), -6.0% (28.1) of net sales
  • Adjusted EBIT was EUR 1,207 thousand (1,213), 24.4% (33.2) of net sales
  • Profit for the period was EUR -364 thousand (742), -7.4% (20.3) of net sales
  • Lemonsoft Oyj was listed on Nasdaq First North Growth Market Finland in November 2021. In connection with the IPO, the company raised gross proceeds of approximately EUR 15 million and gained more than 5,200 new shareholders. Extraordinary costs related to the IPO amounted to EUR 1.4 million, of which EUR 1.2 million in the last quarter of 2021

JANUARY – DECEMBER 2021

  • Net sales increased 26.8% and was EUR 17,227 thousand (13,588)
  • Adjusted EBITDA was EUR 5,635 thousand (4,683), 32.7% (34.5) of net sales
  • EBIT was EUR 3,070 thousand (3,906), 17.8% (28.7) of net sales
  • Adjusted EBIT was EUR 5,411 thousand (4,428), 31.4% (32.6) of net sales
  • Profit for the period was EUR 2,272 thousand (2,976), 13.2% (21.9) of net sales
  • Acquisition of Metsys Oy, which specializes in warehouse management solutions (WMS), in February 2021; asset purchase of Talosofta, ERP system for construction and housing, in June 2021; and acquisition of PlanMill Oy, which specializes in ERP systems for professional services providers, in August 2021

Key figures

EUR 1,00010-12/202110-12/20201-12/20211-12/2020
Net sales4,9433,65617,22713,588
Net sales growth, %35.2 %28.0 %26.8 %27.7 %
SaaS3,7412,69112,99610,316
Transaction2982831,084956
Consulting and other9046813,1482,316
  
Gross margin4,3803,17915,33511,941
Gross margin, % of net sales88.6%87.0%89.0%87.9%
EBITDA521,2604,2314,794
EBITDA, % of net sales1.1 %34.5 %24.6 %35.3 %
Adjusted EBITDA *1,2691,2415,6354,683
Adjusted EBITDA, % of net sales25.7 %33.9 %32.7 %34.5 %
EBIT-2981,0263,0703,906
EBIT, % of net sales-6.0 %28.1 %17.8 %28.7 %
Adjusted EBIT **1,2071,2135,4114,428
Adjusted EBIT, % of net sales24.4 %33.2 %31.4 %32.6 %
Profit of the period-3647422,2722,976
Profit of the period, % of net sales-7.4 %20.3 %13.2 %21.9 %
  
Equity ratio, %75.0 %61.6 %75.0 %61.6 %
Net debt-15,760-3,099-15,760-3,099
Gearing, %-71.7 %-44.3 %-71.7 %-44.3 %
Earnings per share (EPS)-0.021,091.320.394,375.92
Number of employees at end of period153110153110
Outstanding shares at end of period18,273,72668018,273,726680
Average outstanding shares during the period17,849,1516805,879,408680

* Adjusted EBITDA is EBITDA adjusted by costs related to the acquisitions and the IPO as well as certain extraordinary items (Covid-19 reduction of pension contribution and Business Finland’s aid)
** Adjusted EBIT is EBIT adjusted by goodwill amortizations, costs related to the acquisitions and the IPO as well as certain extraordinary items (Covid-19 reduction of pension contribution and Business Finland’s aid)

CEO Kari Joki-Hollanti

“Lemonsoft’s business continued in 2021 on a strong growth trajectory – net sales increased by 26.8% due to accelerated new customer sales, additional sales to the existing customer base as well as acquisitions. We gained new customers in all of our customer industries, especially in industrial manufacturing and wholesale and retail. We made three acquisitions during the year and in November we completed a successful IPO on Nasdaq First North. Despite significant growth investments, completed acquisitions and the IPO, our profitability remained on a good level.

The number of customers continued to grow and was ca. 6,800 at the end of 2021, compared to ca. 6,100 at the end of 2020. Revenue churn decreased slightly from previous year and was 3.1% of net sales, compared to 3.4% in 2020. Net Revenue Retention (NRR) remained at the same level as in 2020 at 108%.

We focused on new customer acquisition during the year and we gained 31.8% more new customers compared to 2020. At the same time, we developed our organization through additional recruitments and reorganization, e.g. within customer service. We managed to keep customer satisfaction in support services on a high-level (92% on average) throughout the year.

In line with our strategy, we invest heavily in R&D, especially with regards to direct customer needs. One of the big projects was a single-sign-in user management, which we completed in late 2021. We also released two completely new products: WorkIn, a platform solution that allows you to employ a person or get employed, and Regista, which allows a company to define its business processes and integrate them into an ERP system. Our e-commerce solution LemonShop also developed well, supported by both the COVID-19 pandemic and general digitalization.

Through acquisitions, our objective is to strengthen our market position, enter into a new industry vertical or obtain new competencies. In February 2021, we acquired Metsys Oy, which brought us strong expertise in developing demanding WMS solutions. Metsys' customers are large international industrial companies for which a warehouse management solution is tailored to meet their needs. With Metsys, we are now also present in Jyväskylä. The second acquisition of the year took place in June through a asset purchase of Talosofta from Alma Media. Talosofta is specially designed for prefabricated house manufacturers and strengthens our position in the construction industry. With the acquisition we also opened a new office in Oulu. The third acquisition of the year was PlanMill Oy in August. PlanMill specializes in solutions for professional service providers serving domestic and international customers. Our goal is to significantly strengthen our position in this sector.

In 2021, we increased our personnel with almost 50 new Lemonsoft employees, partially through acquisitions. We gained new leadership experience with Jan-Erik Lindfors starting as Deputy CEO in spring 2021. We have shared our responsibilities in a clear way: CEO focuses on product and technology, and Deputy CEO on sales, marketing and customer service.

In 2022, we will continue executing our strategy, which can be summed up in the phrase “for your business”. We develop solutions that help companies improve their own business. Our aim is to continue to grow and to focus heavily on R&D. Developing the competence of our personnel and to help them enjoy their work will also continue to be a priority. I would like to thank our personnel for their excellent work during the past year as well as our new shareholders for their confidence in Lemonsoft.”

Group Financial Development

Group financial result and profitability

October-December 2021
Lemonsoft's net sales for the review period were EUR 4,943 thousand (3,656). Net sales increased by EUR 1,287 thousand, 35.2%, and organic growth was 13.1%. Net sales grew especially due to new customer acquisition, the acquisitions of Metsys Oy and Planmill Oy and the asset purchase of Talosofta.

The share of SaaS income of the group's total net sales during the review period was 75.7% (73.6), the share of transaction income 6.0% (7.7), and consulting and other income 18.3% (18.6).

The Group's EBITDA for the period was EUR 52 thousand (1,260), 1.1% (34.5) of net sales. EBITDA for the review period was affected especially by extraordinary expenses related to the IPO, which amounted to 1.2 million euros during the review period. Adjusted EBITDA was EUR 1,269 thousand (1,241), 25.7% (33.9) of net sales. In addition to costs related to the IPO, adjusted EBITDA was affected by increased salary costs due to front-loaded recruitments and higher other operating costs. During the review period, 13 new employees started at Lemonsoft and a new office was established in Oulu.

EBIT was EUR -298 thousand (1,026), -6.0% (28.1) of net sales. Adjusted EBIT was EUR 1,207 thousand (1,213), 24.4% (33.2) of net sales. Adjusted EBIT is EBIT adjusted by goodwill amortizations, in addition to costs related to the acquisitions and the IPO. In addition to costs related to the IPO, adjusted EBITDA was affected by increased salary costs due to front-loaded recruitments and higher other operating costs.

Profit for the period was EUR -364 thousand (742), -7.4% (20.3) of net sales.

Cash flow from operating activities during the review period was EUR 269 thousand (1,372). The cash flow from operating activities was affected by extraordinary expenses related to the IPO.

January-December 2021
Lemonsoft's net sales for the period were EUR 17,227 thousand (13,588). Net sales increased by EUR 3,639 thousand, 26.8%, and organic growth was 13.4%. Net sales grew especially due to new customer acquisition, the acquisition of Metsys Oy and for the second half of the year due to the acquisition of Planmill Oy and the asset purchase of Talosofta.

The share of SaaS income of the group's total net sales during the period was 75.4% (75.9), the share of transaction income 6.3% (7.0), and consulting and other income 18.3% (17.0).

The Group's EBITDA for the period was EUR 4,231 thousand (4,794), or 24.6% (35.3) of net sales. EBITDA for the period was affected by extraordinary expenses related to the IPO. Adjusted EBITDA was EUR 5,635 thousand (4,683), or 32.7% (34.5) of net sales. Costs related to the listing during the financial year were EUR 1.4 million and costs related to the acquisitions were EUR 62 thousand (34). Adjusted EBITDA for the financial year was also affected by higher salary costs for the fourth quarter as well as higher other operating costs.

EBIT was EUR 3,070 thousand (3,906), 17.8% (28.7) of net sales. Adjusted EBIT was EUR 5,411 thousand (4,428), 31.4% (32.6) of net sales.

Profit for the period was EUR 2,272 thousand (2,976), 13.2% (21.9) of net sales.

Cash flow from operating activities during the period was EUR 3,994 thousand (4,455). The cash flow from operating activities was affected by extraordinary expenses related to the IPO.

Balance sheet, financing and investments
The balance sheet total at the end of the review period was EUR 29,798 thousand (11,823). The balance sheet total was increased mainly due to the IPO, which increased cash and bank receivables to EUR 19,060 thousand (5,099). In addition, the acquisitions of Metsys Oy, PlanMill Oy and the Talosofta business increased the balance sheet total, increasing the amount of consolidated goodwill to EUR 5,478 thousand (3,207) at the end of the financial year. The share of other investments increased with the investment in business premises in Vaasa, with investments amounting to EUR 1,874 thousand (1,494) at the end of the financial year.

The company has not capitalized any R&D costs during the financial year or the comparison period.

The Group's equity at the end of the financial year was EUR 21,991 thousand (6,988). Equity was increased by the IPO, as a result of which the invested unrestricted equity fund increased to EUR 14,980 thousand (41) at the end of the financial year. A dividend of EUR 2,210 thousand was distributed to shareholders during the financial year.

Equity ratio at the end of the review period was 75.0% (61.6) and interest-bearing debt was EUR 3,300 thousand (2,000).

Personnel, management and administration

Lemonsoft Group's average number of employees 129 (102) during the year. The number of employees was 153 (110) at the end of the year. By increasing the number of employees we have focused on strengthening the entire organization. As a result of 3 completed acquisitions we received 24 new employees. Due to a combination of investments on recruitments and acquisitions, the number of employees increased by more than 39% during the year.

Our personnel, 153 employees on 31 December 2021, is divided as follows:

  • R&D 85 employees
  • Customer service 35 employees
  • Sales 16 employees
  • Other functions, a total of 17 employees

Lemonsoft's organization was reformed in June 2021, after which the Group Management Team consists of CEO Kari Joki-Hollanti, Deputy CEO Jan-Erik Lindfors (in charge of sales, marketing and customer service), Sales Director Timur Karakan, Customer Experience Director Janika Vilponen, Director of Product Management Pauli Siirtola and CFO Mari Erkkilä. One of the focus areas of our strategy is also M&A acquisitions, which we invested in by recruiting Alpo Luostarinen (Director, M&A and IR), who is responsible for acquisitions and investor relations.

Annual General Meeting

Lemonsoft Oyj’s Annual General Meeting was held on 11th March 2021. The Annual General Meeting adopted the financial statements for the year 2020 and discharged the members of the Board of Directors and the CEO from liability.

The Annual General Meeting elected four members to the Board of Directors; Christoffer Häggblom, Michael Richter, Kari Joki-Hollanti and Jani Tyyni. The Board elected Christoffer Häggblom as Chairman from among its members. Jani Tyyni resigned from the Board of Directors in April 2021. The Annual General Meeting decided that the Chairman of the Board be paid EUR 1,500 per month and the ordinary members of the Board EUR 1,000 per month.

The Annual General Meeting decided that KPMG will continue as the company's auditor. Mari Kaasalainen, Authorized Public Accountant, will continue as the responsible auditor appointed by the audit firm. It was decided to pay the auditor a fee in accordance with the agreement.

Unanimous decision of the shareholders

On August 30, 2021, Lemonsoft Oyj made the following resolutions by unanimous decision of the shareholders:

Ilkka Hiidenheimo and Saila Miettinen-Lähde were elected as new members of the company's Board of Directors. Christoffer Häggblom (Chairman), Kari Joki-Hollanti and Michael Richter will continue as old members of the Board.

The remuneration paid to the members of the Board of Directors was increased as follows:

  • the remuneration paid to the Chairman of the Board is EUR 3,000 per month (previously EUR 1,500 per month); and
  • The remuneration paid to the other members of the Board of Directors is EUR 1,500 per month each (previously EUR 1,000 per month).

It was decided to change the company's legal entity type to a public limited company and to increase the company's share capital. At the same time, it was decided to carry out a share split, in which 24,999 shares were issued for each existing share. Simultaneously, it was decided to amend the company's Articles of Association to meet the requirements of the Nasdaq First North Growth Market Finland marketplace.

The Board of Directors was authorized to decide on a share issue. A maximum of 1,000,000 shares may be issued under the authorization. The authorization is valid until the next Annual General Meeting, but no later than 30 June 2022.

In addition, it was noted that the company's auditor KPMG Oy Ab has announced that Lemonsoft’s principal auditor will change and that the new principal auditor will be Authorized Public Accountant Kim Järvi.

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 financial year, Lemonsoft’s share capital consisted of 18,273,726 (680) shares. The average number of shares during the financial year was 5,879,408 (680). The share split has been taken into account in the number of shares.

The company's share is traded on the First North Growth Market Finland marketplace maintained by Nasdaq Helsinki Oy. During the review period, the highest share price was EUR 20.00 and the lowest EUR 14.05. The closing price on 30 December 2021 was EUR 18.00. The market value of the company at the closing price of the review period was approximately EUR 328.9 million.

On 31 December 2021, the company had a total of 2,870 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
On 30 August 2021, Lemonsoft Oyj decided by unanimous resolution of the shareholders to authorize the Board of Directors to decide on a share issue. A maximum of 1,000,000 shares may be issued under the authorization. The authorization is valid until the next Annual General Meeting, but not later than 30 June 2022.

Significant short-term risks and uncertainties

The biggest challenge for our industry is the availability of skilled personnel. To maintain strong growth, Lemonsoft is investing heavily in recruiting new employees with strong expertise. The company's success and opportunities for organic growth depend largely on how well we are able to recruit, motivate and engage more skilled personnel and maintain and develop our expertise.

Possible weakening of the business of Lemonsoft's customer companies could result in e.g. reduced investments by industrial manufacturing companies and the need for subcontracting chains. This would also have a negative impact on the demand for ERP systems, which could slow down the development of Lemonsoft’s new sales and upselling potential to the existing customer base.

Global pandemics such as the Covid-19 pandemic may also have a direct and indirect impact on Lemonsoft’s business. In addition, pandemics may pose business and bankruptcy risks to the Lemonsoft’s customers, which in turn may affect Lemonsoft’s business and cash position. The company constantly monitors the development of the situation from a risk management perspective.

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 company'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 also 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 2021, the Group's parent company’s distributable funds were EUR 24,120 thousand and the net result of the Group's parent company for the financial year was EUR 4,155 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 0.13 per share be paid for the financial year ended 31 December 2021, i.e. a total dividend of EUR 2.4 million.

Events after the reporting period

There were no significant events after the reporting period.

Outlook 2022

Lemonsoft's goal is to continue steady 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.

Digitalisation and increasing use of ERP systems in Lemonsoft's potential customer base is expected to continue, especially in the construction industry and in industrial manufacturing and logistics. ERP is a key system for management and continuation of a customer's business, based on which customer retention is also expected to remain at the current high level.

Recruitment made in the second half of 2021 will weaken relative profitability in the first half of 2022 compared to the second half.

Profit forecast for 2022

Lemonsoft estimates that the net sales for the financial year 2022 will increase by 23-28 percent compared to the financial year 2021, and that adjusted EBIT will be 30-35 percent of net sales in 2022.

Financial information and Annual General Meeting in 2022

Lemonsoft Oyj will publish the following financial information in 2022:

  • Interim Report January – March 2022 on Wednesday 27 April 2022
  • Half-year Report January-June 2022 on Friday, 22 July 2022
  • Interim Report January – September 2022 on Friday, 28 October 2022

The company's annual report for the financial year ending 31 December 2021 is scheduled for publication in the week beginning 14 March 2022.

Lemonsoft's Annual General Meeting is scheduled to be held on Tuesday, 5th of April 2022.

Lemonsoft Oyj
Board of Directors

For further information, please contact:

Kari Joki-Hollanti
CEO
kari.joki-hollanti@lemonsoft.fi
+358 44 730 9271

Alpo Luostarinen
Director, M&A and IR
alpo.luostarinen@lemonsoft.fi
+358 50 911 3507

Certified Adviser:
Danske Bank A/S, Finland Branch, +358 40 841 3052

About Lemonsoft Oyj

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 standardized 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. As of the date of this press release, the company’s customer base consists of over 6,800 customer companies using the Company’s software solutions, including customers from especially industrial manufacturing, wholesale and retail, professional services automation, construction and accounting.

Get to know us better at www.lemonsoft.fi.

Distribution

Nasdaq Helsinki Oy
Principal media

TABLES
Accounting principles for the review period

The figures have been prepared in accordance with Finnish Accounting Standards (FAS).

The figures in the financial report are unaudited.

CONSOLIDATED INCOME STATEMENT

EUR 1,00010-12/202110-12/20201-12/20211-12/2020
  
NET SALES €4,9433,65617,22713,588
Other operating income1-144556
Materials and services-563-477-1,893-1,647
Personnel expenses-2,538-1,671-8,091-6,065
Depreciation and amortization  
Depreciation-146-98-462-425
Goodwill amortization-204-136-699-463
Total depreciation and amortization-350-233-1,161-889
Other operating expenses-1,791-235-3,059-1,137
EBIT-2981,0263,0703,906
Financial income and expenses27-816-13
PROFIT (LOSS) BEFORE TAXES-2701,0193,0863,892
Income taxes-80-277-778-917
Minority share130350
PROFIT (LOSS) FOR THE FINANCIAL YEAR-3647422,2722,976

CONSOLIDATED BALANCE SHEET

EUR 1,00012/202112/2020
NON-CURRENT ASSETS 
Intangible assets6,4843,708
Tangible assets533625
Investments1,8741,495
TOTAL NON CURRENT ASSETS8,8915,828
CURRENT ASSETS 
Inventories5227
Current receivables1,795870
Cash at bank and on hand19,0605,099
TOTAL CURRENT ASSETS20,9075,995
Total Assets29,79811,823
  
  
EQUITY21,9916,988
Minority interest300
LIABILITIES 
Non-current liabilites2,4001,500
Current liabilities5,3773,335
TOTAL LIABILITIES7,7774,835
Total equity and liabilities29,79811,823

CONSOLIDATED CASH FLOW STATEMENT

EUR 1,00010-12/202110-12/20201-12/20211-12/2020
Cash flow from operating activities:  
Profit (Loss) before extraordinary items-2701,0193,0863,892
Adjustments3362281,182919
Cash flow before change in working capital651,2464,2674,811
Change in working capital225395328486
Cash flow from operating activities before fin. items and taxes2901,6414,5955,297
Net financial items and taxes-21-269-602-842
Net cash from operating activities (A)2691,3723,9944,455
   
Cash flow from investing activities:  
Acquisition of intangible and tangible assets1077-2,560-239
Proceeds from sale of tangible and intangible assets32010757
Acquired shares in subsidiaries0-136-1,236-3,420
Net cash used in investing activities (B)-241-129-4,069-3,602
   
Cash flow from financing activities:  
Dividends paid00-2,210-1,530
Repayment of non-current loans-450-2501,3002,000
Net cash from financing activities (C)14,495-25014,035470
   
Change in cash at hand and in banks (A + B + C)
increase (+) / decrease (–)
14,52399313,9601,323
   
Cash at hand and in banks at 1 January4,5374,1075,1003,776
Cash at hand and in banks at 31 December19,0605,10019,0605,099
Change in cash14,52399313,9601,323

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

EUR 1,0001-12/20211-12/2020
 
Restricted equity
Share capital at 1 January88
Increase of share capital 31.8.720
Share capital at the end of reporting period808
Total resricted equity808
 
Free equity
Invested unrestricted equity reserve 1 January360
IPO 16.11.14,9450
Invested unrestricted equity reserve at the end of reporting period14,98047
Invested unrestricted equity reserve total14,98047
 
Retained earnings at 1 January *6,9355,294
Dividends distributed-2,210-1,530
Increase of share capital 31.8.-720
Retained earnings at the end of reporting period4,6583,764
 
Profit for the financial year2,2722,976
Total free equity21,9116,786
 
Capital loans
Capital loans 1 January2000
Transfer of capital loan-2000
Capital loans at the end of reporting period0200
Total capital loan0200
 
TOTAL EQUITY21,9916,994

GROUP’S COMMITMENTS

EUR 1,00012/202112/2020
 
Rental obligations
Rental obligations < 1 y20040
Rental obligations > 1 y50
Total rental obligations20540
 
Lease obligations
Lease obligations < 1 y112
Lease obligations > 1 y00
Residual value liability for leasing069
Total lease obligations181
Collateral securities
Cash pledges (movable object, security)*1,0731,073
Business mortgage, parent company2,000500
Total collateral securities3,0731,573

*The value of cash pledges corresponds to the purchase price of the pledged real estate shares

CALCULATION OF KEY FIGURES

Gross margin = Net sales – materials and services

EBITDA = EBIT + Depreciation, amortization and impairment

Adjusted EBITDA = EBIT + Depreciation and amortization – Covid-19 reduction of pension contribution – Business Finland’s aid + M&A costs + IPO costs

Operating profit (EBIT) = Net sales + other operating income – materials and services – personnel expenses – other operating expenses – depreciation, amortization and impairment

Adjusted EBIT = EBIT – Covid-19 reduction of pension contribution – Business Finland’s aid + M&A costs + IPO costs + amortization of goodwill

Equity ratio, % = Equity +/- minority interest x100 / (Balance sheet total – advances received)

Gearing, % = (Interest-bearing liabilities – Cash and cash equivalents) x100 / Equity

Net debt = Loans from credit institutions – cash in hand and at bank

Earnings per share (EPS) = Earnings for the financial year / Adjusted average number of outstanding shares during the period

EBITDA AND EBIT ADJUSTMENTS

EUR 1,00010-12/202110-12/20201-12/20211-12/2020
EBITDA521,2604,2314,794
EBITDA, % of net sales1.1 %34.5 %24.6 %35.3 %
Covid-19, pension relief0-330-89
Business Finland subsidies014-45-56
M&A and IPO costs1,21601,44934
Adjusted EBITDA *1,2691,2415,6354,683
Adjusted EBITDA, % of net sales25.7 %33.9 %32.7 %34.5 %
1 000 euroa10-12/202110-12/20201-12/20211-12/2020
EBIT-2981,0263,0703,906
EBIT, % of net sales-6.0 %28.1 %17.8 %28.7 %
Covid-19 pension relief0-330-89
Business Finland subsidies014-45-56
M&A and IPO costs1,21601,44934
Goodwill amortization288206937633
Adjusted EBIT **1,2071,2135,4114,428
Adjusted EBIT, % of net sales24.4 %33.2 %31.4 %32.6 %

* Adjusted EBITDA is EBITDA adjusted by costs related to the acquisitions and the IPO as well as certain extraordinary items (Covid-19 reduction of pension contribution and Business Finland’s aid)
** Adjusted EBIT is EBIT adjusted by goodwill amortizations, costs related to the acquisitions and the IPO as well as certain extraordinary items (Covid-19 reduction of pension contribution and Business Finland’s aid)

Investor
Evästeasetukset

Evästeiden avulla pyrimme tarjoamaan asiakkaillemme paremman käyttökokemuksen. Kun hyväksyt evästeet, pystymme kehittämään sivumme käyttäjäkokemusta, sekä räätälöimään sinulle tarkoitettuja palveluita.

 

Lue lisää evästeistämme.