Lemonsoft Oyj has concluded its share buyback programme

Lemonsoft Oyj | Company Release | February 20, 2026 at 15:00:00 EET

On 21 May 2025, the Board of Directors of Lemonsoft Oyj decided to launch a buyback programme of the company’s own shares based on the authorisation granted by the Annual General Meeting held on 9 April 2025. The programme commenced on 22 May 2025 and ended on 19 February 2026. During the buyback programme, Lemonsoft Oyj acquired a total of 300,000 of its own shares at an aggregate value of EUR 1,967,490.23. The company paid an average of EUR 6.5583 per share. The shares were acquired in public trading on Nasdaq First North Growth Market Finland maintained by Nasdaq Helsinki Ltd at the market price prevailing at the time of purchase.

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

Lemonsoft Oyj has a total of 18,262,768 shares. Prior to the commencement of the buyback programme, the company held 168,401 of its own shares and, following the conclusion of the programme, the company now holds 468,401 of its own shares.

Lemonsoft Oyj: SHARE REPURCHASE 19.2.2026

Lemonsoft Oyj | Company Release | February 20, 2026 at 08:30:00 EET

Lemonsoft Oyj: SHARE REPURCHASE 19.2.2026

Helsinki Stock Exchange

Trade date: 19.2.2026
Bourse trade: BUY
Share: LEMON
Amount: 4 903 shares
Average price / share: 5.2734 EUR
Total cost: 25 855.36 EUR

Following shares repurchased on 19.2.2026
the Company now holds 468 401 shares.

On behalf of Lemonsoft Oyj

Lago Kapital Ltd

Maj van Dijk Jani Koskell

Lemonsoft Oyj’s Annual Financial Statement Release for 1 January – 31 December 2025 (unaudited) — Clarifying strategy lays the foundation for profitable growth

Lemonsoft Oyj | Company Release | February 19, 2026 at 10:00:00 EET

OCTOBER – DECEMBER 2025, IFRS

  • Net sales decreased 3.5% and were EUR 7,407 thousand (7,672)
  • EBITDA was EUR 1,821 thousand (1,776), 24.6% (23.2) of net sales
  • Adjusted EBITDA was EUR 1,821 thousand (1,777), 24.6% (23.2) of net sales
  • EBIT was EUR 1,282 thousand (1,257), 17.3% (16.4) of net sales
  • Adjusted EBIT was EUR 1,529 thousand (1,506), 20.6% (19.6) of net sales
  • Profit of the review period was EUR 1,018 thousand (943), 13.7% (12.3) of net sales

JANUARY – DECEMBER 2025, IFRS

  • Net sales increased 1.9% and were EUR 29,454 thousand (28,911)
  • EBITDA was EUR 9,290 thousand (7,329), 31.5% (25.3) of net sales
  • Adjusted EBITDA was EUR 8,201 thousand (7,522), 27.8% (26.0) of net sales
  • EBIT was EUR 7,041 thousand (5,404), 23.9% (18.7) of net sales
  • Adjusted EBIT was EUR 6,942 thousand (6,444), 23.6% (22.3) of net sales
  • Profit of the review period was EUR 4,363 thousand (4,031), 14.8% (13.9) of net sales

Key Figures, IFRS

EUR 1,00010-12/202510-12/2024Change1-12/20251-12/2024Change
Net sales7,4077,672-3.5 %29,45428,9111.9 %
SaaS5,5595,4541.9 %22,17720,7746.8 %
Transaction745846-12.0 %2,9743,299-9.8 %
Consulting and other1,1031,372-19.6 %4,3034,838-11.1 %
Gross margin*6,1216,604-7.3 %24,92724,973-0.2 %
Gross margin, % of net sales82.6 %86.1 %84.6 %86.4 %
EBITDA1,8211,7762.5 %9,2907,32926.8 %
EBITDA, % of net sales24.6 %23.2 %31.5 %25.3 %
Adjusted EBITDA1,8211,7772.5 %8,2017,5229.0 %
Adjusted EBITDA, % of net sales24.6 %23.2 %27.8 %26.0 %
EBIT1,2821,2571.9 %7,0415,40430.3 %
EBIT, % of net sales17.3 %16.4 %23.9 %18.7 %
Adjusted EBIT1,5291,5061.6 %6,9426,4447.7 %
Adjusted EBIT, % of net sales20.6 %19.6 %23.6 %22.3 %
Profit (Loss) of the period1,0189437.9 %4,3634,0318.2 %
Profit (Loss) of the period, % of net sales13.7 %12.3 %14.8 %13.9 %
Equity ratio, %61.5 %60.4 %61.5 %60.4 %
Net debt4,0162,75545.8 %4,0162,75545.8 %
Gearing, %13.6 %8.5 %13.6 %8.5 %
Earnings per share (EPS)0.060.0512.2 %0.250.2212.1 %
Return on invested capital, % (ROIC)3.2 %3.0 %17.7 %13.0 %
Return on equity, % (ROE)3.3 %3.0 %14.1 %12.8 %
Number of employees at the end of the period193228-15.4 %193228-15.4 %
Outstanding shares at the end of the period17,882,82118,656,70217,882,82118,656,702
Average outstanding shares during the period17,897,06918,664,00018,149,85018,604,133

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

CEO Alpo Luostarinen

The final quarter of 2025 was significant for Lemonsoft and marked a clear turning point in the direction clarification that had been prepared throughout the year. Towards the end of the year, we updated our strategy and placed an even stronger focus on our selected customer segments, strengthening our competitiveness, and creating the foundations for profitable growth.Net sales in the final quarter were EUR 7.4 million and decreased by 3.5%, while SaaS income grew by 1.9%. The share of recurring revenue increased clearly during 2025 and accounted for 85.2% of total net sales. Adjusted EBIT was EUR 1.5 million, and the adjusted EBIT margin was 20.6%.

In our key industries, manufacturing and wholesale trade, the market conditions remained cautious toward the end of the year. Uncertainty continued to affect the pace of customers’ decision-making, although signs of modest recovery were visible in manufacturing. After a clearly weaker summer in terms of sales, we were able to improve sales performance towards the end of the year in our key industries, particularly through measures targeted at manufacturing. Improving delivery capability and customer experience were key priorities towards the end of the year, and we continued to develop our operating models, particularly in implementations and customer support. Full year revenue churn was 6.3%, and it improved during the second half of the year compared to the first half. Net Revenue Retention (NRR) stood at 98.2% at year-end and was slightly higher than in the previous year.

In technology and product development, the platform migrations completed during the year created a strong foundation for executing the strategy. They support performance, scalability and cost-efficient capacity management, and enable a faster development pace. Towards the end of the year, the focus increasingly shifted to developing new functionalities and usability and delivering improvements to customers more rapidly through continuous releases. At the same time, we progressed in leveraging AI in line with our strategy: our objective is to significantly improve internal efficiency, particularly in product development, and to bring AI into customers’ daily operations to deliver tangible productivity benefits.

Lemonsoft is entering a new phase following technological and organizational changes. The updated strategy provides a clearer direction and enables us to focus on the areas where we can create the most value for our customers and shareholders. We enter 2026 with a clear focus: increasing market share in selected segments both organically and through acquisitions, profitable growth, high customer satisfaction and delivery capability, and the practical integration of artificial intelligence into customers’ everyday operations.

Group Financial Development

Group financial result and profitability

October – December 2025
Net sales for the review period were EUR 7,407 thousand (7,672). Net sales decreased by EUR 265 thousand, 3.5%. Organic growth of the review period was -3.5% and organic growth of the recurring revenue was 0.1%. The decline in net sales was driven by lower transaction income and consulting and other income, while SaaS income increased by 1.9%.

The share of SaaS income was 75.1% (71.1), the share of transaction income 10.1% (11.0), and consulting and other income 14.9% (17.9).

EBITDA was EUR 1,821 thousand (1,776), 24.6% (23.2) of net sales. Adjusted EBITDA (adjustments specified in the Alternative performance measures section) was EUR 1,821 thousand (1,777), 24.6% (23.2) of net sales.

EBIT was EUR 1,282 thousand (1,257), 17.3% (16.4) of net sales. Adjusted EBIT (adjustments specified in the Alternative performance measures section) was EUR 1,529 thousand (1,506), 20.6% (19.6) of net sales.

Profit for the review period was EUR 1,018 thousand (943), 13.7% (12.3) of net sales.

Cash flow from operating activities was EUR 3,098 thousand (1,973).

January – December 2025
Net sales for the review period were EUR 29,454 thousand (28,911). Net sales increased by EUR 543 thousand, 1.9%. Organic growth of the review period was -1.5% and organic growth of the recurring revenue was 1.0%. Net sales increased mainly due to the acquisition of Atmotics Oy (2024) and Applirent Oy (2024), whose net sales were not included in the comparison period in January – June.

The share of SaaS income was 75.3% (71.9), the share of transaction income 10.1% (11.4), and consulting and other income 14.6% (16.7).

EBITDA was EUR 9,290 thousand (7,329), 31.5% (25.3) of net sales. Adjusted EBITDA (adjustments specified in the Alternative performance measures section) was EUR 8,201 thousand (7,522), 27.8% (26.0) of net sales. The most significant adjustment item is the recognition of additional purchase price as revenue.

EBIT was EUR 7,041 thousand (5,404), 23.9% (18.7) of net sales. Adjusted EBIT (adjustments specified in the Alternative performance measures section) was EUR 6,942 thousand (6,444), 23.6% (22.3) of net sales. The most significant adjustment item is the recognition of additional purchase price as revenue.

Profit for the review period was EUR 4,363 thousand (4,031), 14.8% (13.9) of net sales.

Cash flow from operating activities was EUR 8,468 thousand (5,353).

Balance sheet, financing and investments
The balance sheet total at the end of the review period was EUR 48,090 thousand (53,862 at the end of the year 2024). The decrease in the balance sheet total was mainly due to the acquisition of own shares.

The Group has capitalized development expenses of EUR 652 thousand during the year 2025 (804 during the comparison period 2024). At the end of the review period, the Group's balance sheet included capitalized development expenses totaling EUR 2,809 thousand (2,734 at the end of the year 2024).

Total equity was EUR 29,516 thousand (32,526 at the end of the year 2024), equity decreased EUR 3,010 thousand. The decrease in equity was mainly due to the acquisition of own shares.

Equity ratio was 61.5% (60.4 at the end of the year 2024) and interest-bearing debt was EUR 10,569 thousand (10,405 at the end of the year 2024).

Cash and cash equivalents at the end of the review period were EUR 6,553 thousand (7,650 at the end of the year 2024).

Personnel

The Group’s number of employees was 193 (228) on 31 December 2025. We reported our Group personnel as follows:

  • R&D 94 employees
  • Customer functions 83 employees
  • Other functions, a total of 16 employees

Share-based incentive plan

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

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

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

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

The performance criterion in the second performance period 2025 – 2027 is the Total Shareholder Return of the company’s share (TSR). The achievement of the required TSR levels will determine the proportion out of the maximum reward that will be paid to a participant. The target group of the plan consists of 4 persons (the CEO and three members of the Management Team). The gross rewards for the second period correspond to a maximum total of 102,675 Lemonsoft Oyj shares including the cash portion. The final number of shares depends on the number of shares acquired by participants and achievement of the TSR levels. The reward to be paid on the basis of the plan will be capped if the limits set by the Board for the payable reward from the performance period 2025 – 2027 are exceeded. The number of key employees in the target group changed during the performance period and consisted of 3 persons at the end of the reporting period.

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 17,882,821 (18,656,702) shares. The average number of outstanding shares during the review period January-December was 18,149,850 (18,604,133).

Lemonsoft Oyj carried out a reverse accelerated bookbuilding process on 14 May 2025 and acquired 408,864 of the company’s shares, which were cancelled on 19 May 2025. The purchase price of the shares was approximately EUR 2.5 million.

On 21 May 2025, the Board of Directors of Lemonsoft Oyj decided to continue the company’s share buyback program based on the authorisation granted by the Annual General Meeting held on 9 April 2025. Lemonsoft Oyj held 379,947 of its own shares at the end of the reporting period.

The company's share is traded on the First North Growth Market Finland marketplace maintained by Nasdaq Helsinki Oy. During the review period October-December, the highest share price was EUR 7.64 and the lowest EUR 5,70. The closing price on 31 December 2025 was EUR 6.12. The market value of the company at the closing price of the review period was approximately EUR 111.8 million. Average daily trading volume during the review period was 2,629 shares (EUR 16,906).

On 31 December 2025, the company had a total of 2,038 shareholders. The company's largest shareholders can be found on the company's investor website at https://investors.lemonsoft.fi/share/shareholders/.

Authorizations of the Board of Directors
Lemonsoft Oyj has decided in its Annual General Meeting on 9 April 2025 to authorize the Board of Directors to decide on the repurchase of the company’s own shares on the following terms and conditions:

  • By virtue of the authorization, the Board of Directors is authorized to decide on the repurchase of a maximum of 1,800,000 of the company’s own shares. The proposed maximum number of shares to be repurchased corresponds to approximately 9.6% of the company’s shares. The authorization includes the right to accept the company’s own shares as a pledge.
  • The company’s own shares can be repurchased otherwise than in proportion to the existing shareholdings of the company’s shareholders (directed repurchase).
  • The company’s own shares can be repurchased at the Nasdaq First North Growth Market Finland marketplace or outside of the marketplace.
  • Own shares can be repurchased at a price formed on First North Growth Market Finland on the date of the repurchase or at a price otherwise determined by the markets.
  • The shares shall be repurchased using the company’s unrestricted equity.
  • The shares shall be repurchased for the purpose of financing or carrying out acquisitions or other arrangements, to implement the company’s incentive schemes, to develop the company’s capital structure, or for other purposes as decided by the Board of Directors.
  • The Board of Directors shall decide on the other conditions related to the repurchase of the company’s own shares.

The authorization is valid until the 2026 Annual General Meeting, but not beyond 30 June 2026. The authorization shall replace the authorization granted to the Board of Directors by the Annual General Meeting of 9 April 2024 regarding the repurchase of a maximum of 1,800,000 of the company’s own shares.

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

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

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

Significant short-term risks and uncertainties

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

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

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

The ERP market is generally a highly competitive market, and the industry is fragmented. Smaller players are primarily focused in a specific sector of SMEs and larger players do not compete directly for customers in the same market. However, competition in Lemonsoft's operating markets may intensify due to existing competitors or agile new entrants. With the acceleration of product development enabled by advances in AI, entry into the industry may become easier, the number of competitors may increase, and price competition in the market may intensify.

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

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

Board of Director’s proposal for dividend

At the end of the financial year 2025, the Group's parent company’s distributable funds were EUR 25,280 thousand and the net result of the Group's parent company for the financial year was EUR 3,101 thousand. There have been no material changes in the company's financial position since the end of the financial year.

Lemonsoft Oyj’s Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.14 (0.14) per share will be paid for the financial year ended 31 December 2025, i.e. a total dividend would be approximately EUR 2.5 million.

Events after the review period

Lemonsoft Oyj announced on 29 January 2026 that it will strengthen its management team as of 9 February 2026. Reeti Saarinen has been appointed Chief Operating Officer (COO) and a member of the management team.

Lemonsoft Oyj announced on 13 February 2026 that it will acquire a 76% ownership stake in Jakamo Oy, a software company specializing in industrial procurement processes. Lemonsoft Oyj and the shareholders of Jakamo Oy signed the share purchase agreement on 13 February 2026, and the transaction is expected to be completed on 2 March 2026.

Profit forecast for 2026

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

Financial information

Lemonsoft Oyj will publish the following financial information in 2026:

  • Interim Report January – March 2026 on Wednesday, 29 April 2026
  • Half-year Report January – June 2026 on Friday, 14 August 2026
  • Interim Report January – September 2026 on Thursday, 5 November 2026

The company's annual report for the financial year ending 31 December 2025 is scheduled for publication in the week beginning 16 March 2026.

Lemonsoft's Annual General Meeting is scheduled to be held on 14th of April 2026.

Webcast for investors and media

Lemonsoft will host a live webcast for investors and the media in English on February 19, 2026 at 1:00pm EET. The webcast can be followed online live via this link: https://lemonsoft.events.inderes.com/2025-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

Lemonsoft Oyj: SHARE REPURCHASE 18.2.2026

Lemonsoft Oyj | Company Release | February 19, 2026 at 08:30:00 EET

Lemonsoft Oyj: SHARE REPURCHASE 18.2.2026

Helsinki Stock Exchange

Trade date: 18.2.2026
Bourse trade: BUY
Share: LEMON
Amount: 5 907 shares
Average price / share: 5.1195 EUR
Total cost: 30 241.02 EUR

Following shares repurchased on 18.2.2026
the Company now holds 463 498 shares.

On behalf of Lemonsoft Oyj

Lago Kapital Ltd

Maj van Dijk Jani Koskell

Lemonsoft Oyj: SHARE REPURCHASE 17.2.2026

Lemonsoft Oyj | Company Release | February 18, 2026 at 08:30:00 EET

Lemonsoft Oyj: SHARE REPURCHASE 17.2.2026

Helsinki Stock Exchange

Trade date: 17.2.2026
Bourse trade: BUY
Share: LEMON
Amount: 5 760 shares
Average price / share: 5.0716 EUR
Total cost: 29 212.24 EUR

Following shares repurchased on 17.2.2026
the Company now holds 457 591 shares.

On behalf of Lemonsoft Oyj

Lago Kapital Ltd

Maj van Dijk Jani Koskell

The Nomination Board’s proposal to the Annual General Meeting 2026 in Lemonsoft Oyj

Lemonsoft Oyj | Company Release | February 17, 2026 at 14:00:00 EET

The Shareholders’ Nomination Board has consisted of Victor Mellgren (representing Rite Internet Ventures Holding AB, Rite Ls Spv AB and Rite Spv 2025-1 AB), Jarmo Kinnunen (representing Kari Joki-Hollanti) and Daniel Jern (representing Alcur Fonder). Victor Mellgren has acted as the Chair of the Nomination Board. The shareholders represented in the Nomination Board represent 75,96 % of the votes in Lemonsoft Oyj.

1. Shareholders´ Nomination Board’s proposal to the Annual General Meeting 2026
The Shareholder’s Nomination Board have prepared the following proposals to the General Meeting:

Remuneration to the Members of the Board as well as remuneration of the Board’s Committees, in accordance with the remuneration policy

The Nomination Board proposes that the remuneration payable to the Members of the Board remain unchanged, i.e. as follows: The Chairman of the Board will be paid a monthly remuneration of EUR 3,200 (3,200) and other Board Members will be paid a monthly remuneration of EUR 1,600 (1,600) and travel expenses will be reimbursed in accordance with the company’s travel policy.

The Nomination Board proposes that the remuneration payable to the Members of the Board’s Committees also remain unchanged, i.e. as follows: The Chair of the Audit Committee will be paid a remuneration of EUR 1,100 (1,100) per meeting and the members of the Audit Committee will be paid a remuneration of EUR 550 (550) per meeting.

Number of Members of the Board

The Nomination Board proposes that the Board of Directors shall consist of six Board Members.

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

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

In addition, the Nomination Board proposes to elect Mikael da Costa as the new sixth member of the Board of Directors.

Information on the proposed new Board Member

Mikael da Costa (b. 1987), Finnish citizen.

Education:
Studies in Economics, Salpaus Business School, 2006–2009.

Primary work experience:
Founder and Chief Executive Officer, SEO AI Oy, 2023–
Founder, Chief Executive Officer and Chief Product Officer, Leadoo Marketing Technologies Oy, 2018–2025
Founder and Chief Executive Officer, Jobilla Oy, 2015–2018

Current positions of trust:
Board Member, SEO AI Oy, 2023–
Board Member, Leadoo Marketing Technologies Oy, 2021–

Previous positions of trust:
Co Founder and Board Member, Kiva Work Oy, 2021–2023
Co Founder and Board Member, OCMG Nordic Oy, 2020–2023
Board Member, Jobilla Oy, 2015–2018

Information on the proposed re-elected Board Members

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

2. The Shareholders’ Nomination Board’s motivation to the Board composition
The Nomination Board has come to the conclusion that the proposed composition of the Board of Directors, consisting of six Board Members, corresponds well with the requirements placed on the Board of Directors. The Nomination Board has specifically considered the competence areas within;

  1. the Company’s business activities and industry;
  2. the Management of a public company of a corresponding size;
  3. corporate and financial administration;
  4. strategy work as well as mergers and acquisitions;
  5. international sales;
  6. internal control and risk management; and
  7. corporate governance.

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

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

3. Account of the Shareholders´ Nomination Board’s operations
The Nomination Board has held three recorded meetings. All decisions made have been unanimous.

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

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

Lemonsoft Oyj: SHARE REPURCHASE 16.2.2026

Lemonsoft Oyj | Press Release | February 17, 2026 at 08:30:00 EET

Lemonsoft Oyj: SHARE REPURCHASE 16.2.2026

Helsinki Stock Exchange

Trade date: 16.2.2026
Bourse trade: BUY
Share: LEMON
Amount: 5 619 shares
Average price / share: 5.0966 EUR
Total cost: 28 637.94 EUR

Following shares repurchased on 16.2.2026
the Company now holds 451 831 shares.

On behalf of Lemonsoft Oyj

Lago Kapital Ltd

Maj van Dijk Jani Koskell

Lemonsoft Oyj: SHARE REPURCHASE 13.2.2026

Lemonsoft Oyj | Company Release | February 16, 2026 at 08:30:00 EET

Lemonsoft Oyj: SHARE REPURCHASE 13.2.2026

Helsinki Stock Exchange

Trade date: 13.2.2026
Bourse trade: BUY
Share: LEMON
Amount: 5 423 shares
Average price / share: 5.0000 EUR
Total cost: 27 115.00 EUR

Following shares repurchased on 13.2.2026
the Company now holds 446 212 shares.

On behalf of Lemonsoft Oyj

Lago Kapital Ltd

Maj van Dijk Jani Koskell

Inside information: Lemonsoft Oyj acquires a majority stake in Jakamo Osakeyhtiö

Lemonsoft Oyj | Inside Information | February 13, 2026 at 10:00:00 EET

Lemonsoft acquires a 76% ownership stake in Jakamo Osakeyhtiö, a software company specialising in industrial procurement processes. Through the transaction, Lemonsoft strengthens its offering for industrial manufacturing customers by providing additional opportunities to streamline procurement and supply chain collaboration as well as improve supply chain transparency and information flow. Lemonsoft Oyj and the shareholders of Jakamo Osakeyhtiö have signed the share purchase agreement on 13 February 2026 and the transaction is expected to be completed on 2 March 2026.

Jakamo develops a cloud-based SaaS platform for supplier collaboration, connecting industrial manufacturing companies and their supplier networks in a shared operating environment. The company has approximately 50 customers, through which the platform is used by a network of more than 4,000 subcontractors. The solution enables suppliers to collaborate with multiple customers through a single platform, which differs from separate supplier portals and EDI connections.

The purchase price for the acquired 76% ownership stake is approximately EUR 3.9 million and the net debt-free enterprise value of the target (100%) is approximately EUR 5.6 million. Of the purchase price, approximately EUR 3.5 million will be paid at closing and approximately EUR 0.4 million as a deferred purchase price in early 2027. The purchase price will be paid fully in cash and the transaction will be financed with a bank loan. The agreement includes an option to acquire the remaining 24% of the shares during 2028 and 2029.

In addition, the parties have agreed on an additional purchase price based on the year 2026, which is based on the company’s revenue growth and profitability. The maximum additional purchase price is EUR 1.9 million and, if realised, it will be paid fully in cash in early 2027.

Jakamo employs approximately 20 experts in Finland. According to Finnish accounting standards (FAS), Jakamo’s net sales for the financial year 1 January 2025 – 31 December 2025 were approximately EUR 2.0 million and EBITDA was 9.6% of net sales. Over 90% of the company’s net sales is recurring. Jakamo’s balance sheet total for the financial year was approximately EUR 1.3 million.

Jakamo will be reported as part of the Lemonsoft Group as of the completion of the transaction. Jakamo’s current CEO Jarl Matti Anttila will continue as CEO and the organisation will continue to operate in its current form as a subsidiary of Lemonsoft Oyj.

Lemonsoft will publish its financial guidance for 2026 in connection with the financial statement release to be published on 19 February 2026.

“Industrial manufacturing customers are increasingly looking for benefits that extend beyond internal processes to smooth collaboration and transparency across the supplier network. Jakamo naturally connects supplier networks across Lemonsoft’s core customer base and strengthens our ability to help customers improve procurement and supply chain operations. I warmly welcome the entire Jakamo team to Lemonsoft,” comments Alpo Luostarinen, CEO of Lemonsoft Oyj.

“This is first and foremost great news for our customers. Jakamo will continue with the same team and operating model, while now being supported by Lemonsoft’s expertise, resources, and technological strength. For our customers, this will be reflected in a faster pace of development, stronger technological capabilities, and an even more innovative product that supports their day-to-day work and decision-making. Joining forces with Lemonsoft gives us excellent conditions to accelerate Jakamo’s development to the next level as part of a growing and strong software group,” says Jarl Matti Anttila, CEO of Jakamo.

Jakamo’s key financial figures for 2024–2025

EUR million20252024
ARR2.01.6
Revenue2.01.6
EBITDA0.20.2
EBIT0.00.1
Balance sheet total1.31.3

Lemonsoft Oyj
Board of Directors

Lemonsoft Oyj: SHARE REPURCHASE 12.2.2026

Lemonsoft Oyj | Company Release | February 13, 2026 at 08:30:00 EET

Lemonsoft Oyj: SHARE REPURCHASE 12.2.2026

Helsinki Stock Exchange

Trade date: 12.2.2026
Bourse trade: BUY
Share: LEMON
Amount: 5 235 shares
Average price / share: 5.0953 EUR
Total cost: 26 673.68 EUR

Following shares repurchased on 12.2.2026
the Company now holds 440 789 shares.

On behalf of Lemonsoft Oyj

Lago Kapital Ltd

Maj van Dijk Jani Koskell

Investor
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