Notice convening the Annual General Meeting of Siili Solutions Plc

Notice convening the Annual General Meeting of Siili Solutions Plc

Siili Solutions Plc Stock Exchange Release 13 February 2025 at 9:10 a.m. (Finnish time)

The shareholders of Siili Solutions Plc are invited to the Annual General Meeting to be held on Tuesday, 8 April 2025 starting at 2:00 p.m. (Finnish time) at the address Töölönlahdenkatu 2, FI-00100 Helsinki, Finland (event venue Eliel, Sanomatalo). The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at the meeting venue at 1:30 p.m. (Finnish time).

Shareholders may also exercise their voting rights by voting in advance. Further information on advance voting is presented in section C. 2. of this meeting notice.

Shareholders can follow the General Meeting via a video stream. Other persons than the Company’s shareholders are also welcome to follow the video stream. Instructions on how to follow the video stream are available on the Company’s website at the address https://sijoittajille.siili.com/general-meeting2025. It is not possible to pose any other questions than those referred to below in this section, make counterproposals, otherwise speak or vote via the video stream. Following the meeting via the video stream or asking questions as referred to below shall not be considered as participation in the General Meeting or as the exercise of shareholder rights. Persons who follow the video stream may ask questions or make comments to the CEO in writing during the CEO’s review in agenda item 6. through the chat functionality. A recording of the video stream will be available on the Company’s website after the General Meeting, no later than on 22 April 2025.

A. MATTERS ON THE AGENDA OF THE GENERAL MEETING

The General Meeting shall consider the following matters:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of the persons to scrutinise the minutes and the persons to supervise the counting of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the financial statements, including the consolidated financial statements, the report of the Board of Directors, the auditor’s report and the assurance report on sustainability reporting for the year 2024

• Presentation of the CEO’s review.

The annual report, including the report of the Board of Directors, the consolidated financial statements, the financial statements of the parent company, the auditor’s report and the assurance report on sustainability reporting will be available on the Company’s website at https://sijoittajille.siili.com/general-meeting2025 at the latest on 14 March 2025.

7. Adoption of the financial statements, including the consolidated financial statements

8. Resolution on the use of the profit shown on the balance sheet and the distribution of dividend

The Board of Directors proposes to the General Meeting that, based on the adopted balance sheet for the financial period 2024, a dividend of EUR 0,18 per share be paid from the Company’s distributable funds, i.e., approximately EUR 1.46 million in total based on the status of the date of this meeting notice, and that the rest of the distributable funds be retained in equity. 

The dividend shall 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. The Board of Directors proposes that the dividend be paid on 17 April 2025.

9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability

10. Consideration of the Remuneration Report for Governing Bodies

The remuneration report for governing bodies is available on the Company’s website at the address https://sijoittajille.siili.com/general-meeting2025 at the latest on 14 March 2025.

11. Resolution on the remuneration of the members of the Board of Directors

The Shareholders’ Nomination Board proposes that the remuneration of the members of the Board of Directors would remain unchanged and be as follows:

The Chair of the Board of Directors is paid EUR 3,850 per month, the Deputy Chair EUR 2,500 per month, 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 business travel policy.

12. Resolution on the number of members of the Board of Directors

The Shareholders’ Nomination Board proposes that five (5) members be elected to the Board of Directors.

13. Election of the members of the Board of Directors

The Shareholders’ Nomination Board proposes the re-election of the current members of the Board of Directors for the next term of office Harry Brade, Jesse Maula, Katarina Cantell and Henna Mäkinen. Tero Ojanperä has informed that he does not stand for re-election to the Board of Directors.

Consequently, the Nomination Board proposes that Sebastian Nyström shall be elected as new member of the Board of Directors.

Sebastian Nyström, b. 1974, M.Sc., acts currently as S-Group’s Chief Transformation Officer and EVP, Loyalty, IT and Digital Development. Prior to his current role, Nyström has acted e.g. as S-Group’s EVP Strategy & M&A, as well as in other leading roles in Nokia Corporation over the past 20 years.

The term of office of the members lasts until the end of the next Annual General Meeting. All persons proposed have given their consent to the election.

Background information on each person proposed for the Board of Directors is available on the website of Siili Solutions Plc at https://sijoittajille.siili.com/en.

The proposed members Jesse Maula, Henna Mäkinen, Katarina Cantell and Sebastian Nyström are considered independent of the Company and its significant shareholders. Harry Brade is independent of the Company but non-independent of its significant shareholder Lamy Oy.

In addition, the Shareholders’ Nomination Board recommends to the Board of Directors that it re-elects Harry Brade as its Chair and Jesse Maula as Deputy Chair.

In the selection of the Board member candidates, the Nomination Board has emphasized relevant experience and competence of the candidates, especially considering the strategic objectives of the company. Further, in its selection process the Nomination Board has considered the diversity of the Board.

With regard to the selection procedure of the members of the Board of Directors, the Nomination Board recommends that shareholders take a position on the proposal as a whole at the General Meeting. The Nomination Board, in addition to ensuring that individual nominees for membership of the Board of Directors possess the required competences, is also responsible for making sure that the proposed Board of Directors as a whole also has the best possible expertise and experience for the Company and that the composition of the Board of Directors also meets other requirements of the Finnish Corporate Governance Code for listed companies.

14. Resolution on the remuneration of the auditor

The Board of Directors proposes upon proposal of the Audit Committee that the auditor of the Company be paid remuneration in accordance with the auditor’s reasonable invoice approved by the Company.

15. Election of the auditor

The Board of Directors proposes upon proposal of the Audit Committee that audit firm KPMG Oy Ab be re-elected as the Company’s auditor for the following term of office. KPMG Oy Ab has stated that if it is elected as the Company’s auditor, Leenakaisa Winberg, APA, will continue as the principal auditor.

16. Resolution on the remuneration of the sustainability reporting assurer

The Board of Directors proposes upon proposal of the Audit Committee that the sustainability reporting assurer of the Company be paid remuneration in accordance with the sustainability reporting assurer’s reasonable invoice approved by the Company.

17. Election of the sustainability reporting assurance provider

The Board of Directors proposes upon proposal of the Audit Committee that authorised sustainability audit firm KPMG Oy Ab be elected as the Company’s sustainability reporting assurance provider for the following term of office. KPMG Oy Ab has stated that if it is elected as the Company’s sustainability reporting assurance provider, Leenakaisa Winberg, ASA, will continue as the principal sustainability auditor.

18. Authorisation of the Board of Directors to resolve on the repurchase and/or on the acceptance as pledge of own shares

The Board of Directors proposes that the General Meeting authorises the Board of Directors to resolve on the repurchase and/or acceptance as pledge of the Company’s own shares under the following terms and conditions:

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 is proposed to remain in force until the end of the next Annual General Meeting, however no later than until 30 June 2026. The authorisation shall revoke earlier unused authorisations to resolve on the repurchase and/or acceptance as pledge of the Company’s own shares.

19. Authorisation of the Board of Directors to resolve on a share issue and the issuance of special rights entitling to shares

The Board of Directors proposes that the General Meeting authorise 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 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 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. For the avoidance of doubt, the above maximum number of shares intended for the incentive schemes is included in the maximum number of the issuance authorisation referred to above.

Based on the authorisation, the Board of Directors is also authorised to resolve on a share issue directed to the Company itself, provided that the number of shares held by the Company after the issue would be a maximum of 10% of all the shares in the Company. This number includes all the Company’s own shares held by the Company and its subsidiaries in the manner provided for in chapter 15, section 11(1) of the Limited Liability Companies Act.

The authorisation is proposed to remain in force until the end of the next Annual General Meeting, however no later than until 30 June 2026. The authorisation shall revoke earlier authorisations concerning share issues and the issuance other special rights entitling to shares.

20. Closing the meeting

B. DOCUMENTS OF THE GENERAL MEETING

This notice of the General Meeting, which includes all the resolution proposals of the Board of Directors and the Shareholders’ Nomination Board on the agenda of the General Meeting, is available on Siili Solutions Plc’s website at the address https://sijoittajille.siili.com/general-meeting2025 as of 13 February 2025. Siili Solutions Plc’s annual report for the year 2024, including the report of the Board of Directors, the consolidated financial statements, the financial statements of the parent company, the auditor’s report and the assurance report on sustainability reporting and the remuneration report for governing bodies will be available on said website at the latest as of 14 March 2025. The resolution proposals and other documents mentioned above will also be made available at the General Meeting.

The minutes of the General Meeting will be available on the above website at the latest on 22 April 2025.

C. INSTRUCTIONS FOR MEETING PARTICIPANTS

1. Shareholders registered in the shareholders’ register

Shareholders who are registered in the Company’s shareholders’ register held by Euroclear Finland Oy on 27 March 2025 (the record date of the General Meeting) have the right to participate in the General Meeting. A shareholder whose shares are registered on the shareholder’s Finnish book-entry account is registered in the shareholders’ register of the Company.

The registration period for the General Meeting commences on 14 February 2025 at 10:00 a.m. (Finnish time). A shareholder who is registered in the shareholders’ register of the Company and wishes to participate in the General Meeting shall register no later than on 1 April 2025 at 4:00 p.m. (Finnish time), by which time the registration must be received. A shareholder can register for the General Meeting by one of the following means:

a) Via the Company’s website at the address https://sijoittajille.siili.com/general-meeting2025. Electronic registration requires strong identification of the shareholder or their legal representative or proxy representative with a Finnish, Swedish or Danish bank ID or a mobile certificate.

b) By email to the address agm@innovatics.fi. In the email, registering shareholders must submit the registration and advance voting form available on the Company’s website at the address https://sijoittajille.siili.com/general-meeting2025 or equivalent information.

The requested information, such as the shareholder’s name, date of birth or business ID and contact information (telephone number and/or email address) as well as the name of the shareholder’s assistant and/or the name, date of birth and contact information (telephone number and/or email address) of proxy representative, if any, must be provided in connection with the registration. The personal data disclosed by the shareholders to Siili Solutions Plc, Innovatics Ltd or Inderes Oyj is only used in connection with the General Meeting and the processing of the necessary registrations related thereto.

Changes in shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the number of votes of the shareholder.

Upon request, shareholders, their representatives or proxy representatives must be able to prove their identity and/or right of representation at the meeting venue.

Further information on registration and advance voting is available by telephone during the registration period of the General Meeting by calling Innovatics Ltd at +358 10 2818 909 between 9:00 a.m. and 12:00 p.m. and 1:00 p.m. and 4:00 p.m. (Finnish time) on business days.

2. Advance voting

A shareholder whose shares are registered on the shareholder’s personal Finnish book-entry account may vote in advance on certain items on the agenda between 14 February 2025 at 10:00 a.m. (Finnish time) and 1 April 2025 at 4:00 p.m. (Finnish time) in the following ways:

1. Via the service available on the Company’s website at the address https://sijoittajille.siili.com/general-meeting2025. Shareholders can sign into the advance voting service the same way as to the online registration service referred to above in section C. 1. a) of these instructions.

2. By email by submitting the advance voting form available on the Company’s website or equivalent information to Innovatics Ltd at agm@innovatics.fi.

Advance votes must be received by the time the advance voting ends. The submission of votes via the service available on the Company’s website or by email before the end of the registration and advance voting period shall be considered as registration for the General Meeting, provided that it contains the above information required for registration.

Proposals for resolutions that are subject to advance voting are considered to have been presented unchanged in the General Meeting, and the advance votes are taken into account in a possible vote held at the general meeting venue also in circumstances where an alternative proposal for resolution has been made in the relevant matter. For the advance votes to be considered, the shareholder must be registered in the Company’s shareholder register maintained by Euroclear Finland Oy on the record date of the General Meeting. A shareholder who has voted in advance cannot exercise the right to ask questions or demand a vote under the Limited Liability Companies Act unless they participate in the General Meeting at the meeting venue in person or by proxy representative.  

Instructions for advance voting will be available on the Company’s website at https://sijoittajille.siili.com/general-meeting2025.

With respect to holders of nominee-registered shares, the advance voting is carried out by the account operators. The account operators may vote in advance on behalf of the holders of nominee-registered shares they represent in accordance with the relevant shareholders’ voting instructions during the registration period applicable to holders of nominee-registered shares.

3. Holder of nominee-registered shares

Holders of nominee-registered shares have the right to participate in the General Meeting by virtue of shares, based on which they would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Oy on the record date of the General Meeting, 27 March 2025. In addition, the right to participate in the General Meeting requires that the holders of nominee-registered shares be temporarily entered into the shareholders’ register held by Euroclear Finland Oy based on these shares by 3 April 2025 at 10:00 a.m. (Finnish time) at the latest. As regards nominee-registered shares, this constitutes due registration for the General Meeting. Changes in shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the number of votes of the shareholder.

Holders of nominee-registered shares are advised to ask their custodian bank in good time for the necessary instructions regarding temporary registration in the Company’s shareholders’ register, the issuing of proxy documents and voting instructions, registration for and participation in the General Meeting as well as advance voting. The account manager of the custodian bank shall temporarily register a holder of nominee-registered shares who wishes to participate in the Annual General Meeting into the shareholders’ register of the Company at the latest by the time stated above. When necessary, the account manager of the custodian bank shall also arrange advance voting on behalf of the holder of nominee-registered shares before the end of the registration period for holders of nominee-registered shares.

4. Proxy representative and powers of attorney

A shareholder may participate in the General Meeting and exercise their rights at the meeting by way of a proxy representation. A shareholder’s proxy representative may also elect to vote in advance as described in section C. 2. of these instructions if they so wish.

The proxy representative shall produce a dated proxy document, or otherwise in a reliable manner prove that the proxy representative is entitled to represent the shareholder at the General Meeting. If a shareholder participates in the General Meeting through several proxies representing the shareholder with shares held in different book-entry accounts, the shares on the basis of which each proxy representative represents the shareholder shall be identified in connection with the registration.

A proxy template will be available on the Company’s website at https://sijoittajille.siili.com/general-meeting2025.

Any proxy documents are requested to be submitted preferably as an attachment with the electronic registration or alternatively by mail to Innovatics Oy, General Meeting / Siili Solutions Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki or by email to agm@innovatics.fi before the end of the registration period, by which the proxy documents must be received. In addition to submitting proxy documents, a shareholder or the shareholder’s proxy representative shall register for the General Meeting in the manner described above in this notice.

As an alternative to a traditional proxy document, a shareholder may authorise a proxy representative by using the Suomi.fi e-authorisation service. The proxy representative is authorised via the Suomi.fi service at http://www.suomi.fi/e-authorizations (authorisation for ‘Representation at the General Meeting’). When registering for the General Meeting service, the proxy representative must identify themselves by using strong electronic identification, after which the proxy representative can register and vote in advance on behalf of the shareholder the proxy representative represents. Strong electronic identification requires a Finnish, Swedish or Danish bank ID or a mobile certificate. For more information on e-authorisation, please see http://www.suomi.fi/e-authorizations. The Suomi.fi service can also be used in another way than by authorising a proxy via the authorisation for ‘Representation at the General Meeting’ alternative. For example, a CEO can register the company he/she represents for the General Meeting by using the Suomi.fi service without a separate proxy.

5. Other instructions/information

The meeting language is Finnish.

Pursuant to chapter 5, section 25 of the Limited Liability Companies Act, shareholders who are present at the General Meeting at the meeting venue have the right to request information with respect to the matters to be considered at the meeting.

On the date of this notice to the General Meeting, Siili Solution Plc has a total of 8,140,263 shares, which represent the same number of votes. On the date of the notice, the Company holds 27,954 treasury shares that do not entitle to participation in the General Meeting according to the Limited Liability Companies Act. 

Helsinki, 13 February 2025

SIILI SOLUTIONS PLC

Board of Directors

For more information:

General Counsel, Taru Kovanen

Phone: +358 (0)40 4176 221, email: taru.kovanen(at)siili.com

Distribution

Nasdaq Helsinki Ltd
Principal media
http://www.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. http://www.siili.com/en