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:
- 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.
- 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
