The Annual General Meeting of Lemonsoft Oyj was held on 9 April 2024 at Lemonsoft Oyj’s office at the address Vaasanpuistikko 20 A, 65100 Vaasa.
The Annual General Meeting adopted the annual accounts for the financial period ended on 31 December 2023 and discharged the members of the Board of Directors as well as the CEO from liability.
The use of the profit shown on the balance sheet and the distribution of dividends
The Annual General Meeting resolved that a dividend of EUR 0.14 per share will be paid according to the confirmed balance sheet for the accounting period ending on 31 December 2023, corresponding to a total dividend payout of approximately EUR 2.6 million. The dividend shall be paid to shareholders registered on the record date, 11 April 2024, as a shareholder in the company’s shareholders’ register maintained by Euroclear Finland Oy. The Board of Directors proposes that the dividend be paid on 22 April 2024.
The Annual General Meeting resolved that the share of profits not paid out in dividends for the accounting period be transferred to the company’s retained earnings account.
Composition of the Board of Directors and the remuneration of the members of the Board of Directors and its committees
In accordance with the proposal of the Shareholders’ Nomination Committee, the Annual General Meeting resolved 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 decided that the remuneration for the Chairman of the Board of Directors is a monthly fee of EUR 3,100, for the other actual members of the Board a monthly fee of EUR 1,550 and that travel expenses shall be reimbursed in accordance with the company’s travel policy. The Annual General Meeting also decided that the remuneration of the Audit Committee remain unchanged, with the Chairman of the Audit Committee paid a fee of EUR 1,000 per meeting and the members of the Audit Committee paid a fee of EUR 500 per meeting.
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 Authorized Public Accountant Kim Järvi. The remuneration of the auditor will be paid according to a reasonable invoice submitted by the auditor.
Authorizing the Board of Directors to decide on the repurchase of the company’s own shares
The Annual General Meeting authorized the Board of Directors to decide on the repurchase of the company’s own shares on the following terms and conditions:
- By virtue of the authorization, the Board of Directors is authorized to decide on the repurchase of a maximum of 1,800,000 of the company’s own shares. The proposed maximum number of shares to be repurchased corresponds to approximately 9.7% of 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 2025 Annual General Meeting, but not beyond 30 June 2025. The authorization shall replace the authorization granted to the Board of Directors by the Annual General Meeting of 4 April 2023 regarding the repurchase of a maximum of 1,800,000 of the company’s own shares.
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:
- This issue may total a maximum of 2,000,000 shares corresponding to a maximum of approximately 10.8% of all shares of the company. The authorization applies to both new shares and treasury shares held by the company. The authorization may be used to fund or complete acquisitions or other business transactions, for offering share-based incentive schemes, to develop the company’s capital structure, or for other purposes decided by the Board of Directors.
- The authorization entitles the Board of Directors to resolve on all 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 2025, replacing previous authorizations.
Constitutive meeting of the Board of Directors
In the constitutive meeting of the Board of Directors held immediately following the Annual General Meeting, Christoffer Häggblom was re-elected as the Chairman of the Board of Directors.
Independence of the Board Members
The Board has in its organizing meeting on 9 April 2024 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 and Rite LS SPV AB). Kari Joki-Hollanti is not independent from the company or from major shareholders (interim CEO and major shareholder).
LEMONSOFT OYJ
BOARD OF DIRECTORS