The Annual General Meeting of Lemonsoft Oyj was held on 4 April 2023 at Silveria Auditorium at the address Ruutikellarintie 4, 65100 Vaasa.
The Annual General Meeting adopted the annual accounts for the financial period ended on 31 December 2022 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 2022. The dividend shall be paid to shareholders registered on the record date, 6 April 2023, as a shareholder in the company’s shareholders’ register. The dividend will be paid on 17 April 2023.
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
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 (previously EUR 3,000), for the ordinary members of the Board a monthly fee of EUR 1,550 (previously EUR 1,500) 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 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 all the company’s shares. The authorization includes the right to accept the company’s own shares as a pledge.
- The company’s own shares shall be repurchased otherwise than in proportion to the existing shareholdings of the company’s shareholders and using the company's unrestricted equity. The shares shall be repurchased in public trading organized by Nasdaq Helsinki Oy on the Nasdaq First North Growth Market Finland marketplace at the market price at the time of the purchase.
- The shares shall be repurchased for the purpose of financing or carrying out possible 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 authorization remains valid until the 2024 Annual General Meeting, but not beyond 30 June 2024.
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 2024, and it would replace the previous authorizations granted regarding a directed share issue and issuance of special rights entitling to shares.
Amendment of the Articles of Association
The Annual General Meeting decided that the Articles of Association be amended to enable holding a general meeting also without a meeting venue as a so-called virtual meeting, if so decided by the Board of Directors. The Board of Directors proposes that the aforementioned amendment shall be implemented by amending § 6 of the Articles of Association to read as follows in its entirety:
Ҥ 6 The place of the General Meeting and participation in the General Meeting
The General Meeting shall be held in a place determined by the Board. In addition to the company’s registered office, the general meeting can be held in Helsinki, Espoo or Vantaa.
The Board of Directors may decide on the right for the shareholders to participate in a general meeting also in such a way that the shareholders exercise their decision-making power before the meeting or during the meeting by using telecommunication connection and technical means. Additionally, the Board of Directors may decide on organizing a general meeting without a meeting venue whereupon shareholders exercise their decision-making power in full and in real time during the meeting using telecommunication connection and technical means.”
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.
Independence of the Board Members
The Board has in its organizing meeting on 4 April 2023 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
