Siili Solutions Plc: Resolutions of the Annual General Meeting and Board of Directors
Siili Solutions Plc Stock Exchange Release 8 April 2025 at 4:30 pm EEST
Siili Solutions Plc’s Annual General Meeting of shareholders was held today 8 April 2025 at 2 p.m. EEST at the address Töölönahdenkatu 2, Helsinki Finland in event venue Eliel, Sanomatalo.
Adoption of the financial statements and discharge of liability The Annual General Meeting adopted the financial statements for the year 2024 including the consolidated staements and discharged the members of the board of directors and the CEO from liability.
Dividend The General Meeting resolved that, based on the adopted balance sheet for the financial period 2024, a dividend of EUR 0.18 per share will be paid from the Company’s distributable funds, i.e., approximately EUR 1.46 million in total, and that the rest of the distributable funds be retained in equity.
The dividend will be paid to shareholders who on the dividend record date 10 April 2025 are registered in the Company’s shareholders’ register held by Euroclear Finland Oy. In accordance with the proposal, the dividend will be paid on 17 April 2025.
Remuneration report The General Meeting adopted the remuneration report of the governing bodies.
Board composition, remuneration of the board of directors, auditor and remuneration of the auditor It was confirmed that the number of members of the Board of Directors to be elected is five (5). The General Meeting resolved, according to the proposal of the Shareholders’ Nomination Board, to re-elect the current members of the Board of Directors Harry Brade, Jesse Maula, Henna Mäkinen and Katarina Cantell. Sebastian Nyström was elected as new member to the Board of Directors.
In accordance with the Shareholders’ Nomination Board, the General Meeting resolved to keep the Board remuneration unchanged and as follows: The Chair of the Board is paid EUR 3,850 per month, the Deputy Chair EUR 2,500 per month and the Chair of the Audit Committee EUR 2,500 per month and other members EUR 2,000 per month. The Chairs of the Board of Directors’ Committees are paid EUR 200 per month for their work on the Committee, in addition to which all Committee members are paid a meeting fee of EUR 300 per meeting. In addition, the members of the Board of Directors receive compensation for travel expenses in line with the Company’s travel policy.
Audit firm KPMG Oy Ab was re-elected as the Company’s auditor and assurer of Company’s sustainability reporting for the following term of office. APA, ASA Leenakaisa Winberg will continue as the responsible auditor and Sustainability auditor.
In accordance with the proposal of the Audit Committee, the General Meeting resolved that the auditor and sustainability assurer of the Company be paid remuneration in accordance with the auditor’s reasonable invoice.
Board authorizations The General Meeting authorised the Board of Directors to resolve on the repurchase and/or acceptance as pledge of the Company’s own shares under the following terms: Using the Company’s unrestricted equity, a maximum of 814,000 shares may be repurchased and/or accepted as pledge in one or more tranches, which corresponds to approximately 10% of all shares in the Company.
The shares will be repurchased in trading on Nasdaq Helsinki Oy’s regulated market at a price formed in public trading on the date of repurchase. The Company’s own shares shall be repurchased to be used for carrying out acquisitions or implementing other arrangements related to the Company’s business, for optimising the Company’s capital structure, for implementing the Company’s incentive scheme or otherwise to be transferred further or cancelled.
Own shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase). The share purchase will decrease the Company’s distributable unrestricted equity. The Board of Directors resolves on all other terms and conditions for the repurchase and/or acceptance as pledge of the Company’s own shares.
The authorisation remains in force until the end of the next Annual General Meeting, however no later than until 30 June 2026. The authorisation revokes earlier unused authorisations to resolve on the repurchase and/or acceptance as pledge of the Company’s own shares.
Further, the General Meeting authorized the Board of Directors to resolve on the issuance of shares and the issuance of special rights entitling to shares within the meaning of chapter 10, section 1 of the Finnish Limited Liability Companies Act in one or more tranches either against consideration or free of consideration.
The number of shares to be issued, including shares received on the basis of the special rights shall not exceed a maximum of 814,000 shares, which corresponds to approximately 10% of all shares in the Company. The Board of Directors may resolve either to issue new shares or to transfer treasury shares held by the Company. The total maximum number of shares to be issued for the purpose of share-based incentive schemes is 162,800 shares, which corresponds to approximately 2.0% of all the shares in the Company. The maximum number of shares intended for the incentive schemes is included in the maximum number of the issuance authorisation referred to above.
The authorisation entitles the Board of Directors to resolve on all terms of the share issue and the issuance of special rights entitling to shares, including the right to deviate from the shareholders’ pre-emptive subscription right (directed issue). The authorisation may be used to strengthen the Company’s balance sheet and financial position, to pay purchase prices for acquisitions, in share-based incentive schemes or for other purposes resolved by the Board of Directors.
The authorisation remains in force until the end of the next Annual General Meeting, however no later than until 30 June 2026. The authorisation revokes earlier authorisations concerning share issues and the issuance other special rights entitling to shares.
Constitutive meeting of the Board of Directors In its constitutive meeting held after the General Meeting, the Board of Directors elected Harry Brade as its Chair and Jesse Maula as its Vice Chair.
The Board of Directors also appointed the members to its committees. Henna Mäkinen, Jesse Maula, Katarina Cantell and Sebastian Nyström were elected to the Audit Committee. Henna Mäkinen was elected as the Chair of the Audit Committee. Harry Brade, Katarina Cantell and Jesse Maula were elected as the members of the HR committee. Harry Brade was elected as the Chair of the HR Committee.
All members eleccted to the Board of Directors are considered independent of the Company. All members of the Board of Directors, apart from Harry Brade, are considered independent of the significant shareholders of the Company. Harry Brade is the CEO of the Company’s significant shareholder Lamy Oy.
SIILI SOLUTIONS PLC
BOARD OF DIRECTORS
Further information: Taru Kovanen, General Counsel Phone: +358 (0)40 4176 221 Email: taru.kovanen(at)siili.com
Siili Solutions in brief: Siili Solutions Plc is a forerunner in AI-powered digital development. Siili is the go-to partner for clients seeking growth, efficiency and competitive advantage through digital transformation. Our main markets are Finland, the Netherlands, the United Kingdom, and Germany. Siili Solutions Plc’s shares are listed on the Nasdaq Helsinki Stock Exchange. Siili has grown profitably since its founding in 2005. www.siili.com/en
