Siili Solutions Plc: Resolutions of the Annual General Meeting and Board of Directors
Siili Solutions Plc Stock Exchange Release 3 April 2024 at 4:30 p.m. EEST
Siili Solutions Plc’s Annual General Meeting of shareholders was held today 3 April 2024 starting at 2 p.m. EEST at the address Töölönlahdenkatu 2, Helsinki, Finland in event venue Eliel, Sanomatalo.
Adoption of the financial statements and discharge from liability
The General Meeting adopted the financial statements for the financial period 2023 including the consolidated financial statements and discharged the members of the Board of Directors and the CEO from liability for the financial period 2023.
Dividend
The General Meeting resolved that, based on the adopted balance sheet for the financial period 2023, a dividend of EUR 0.26 per share will be paid from the Company’s distributable funds, i.e., approximately EUR 2,1 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 5 April 2024 are registered in the Company’s shareholders’ register held by Euroclear Finland Oy. In accordance with the proposal, the dividend will be paid on 12 April 2024.
Remuneration report and remuneration policy
The General Meeting adopted the remuneration report and the remuneration policy of the governing bodies. The decisions of the General Meeting were of advisory nature.
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 is five (5). The General Meeting resolved, in accordance with the proposal of the Shareholders’ Nomination Board, to re-elect the current members of the Board of Directors Harry Brade, Jesse Maula and Tero Ojanperä, for the next term of office and to elect Henna Mäkinen and Katarina Cantell as new members to the Board of Directors.
In accordance with the Shareholders’ Nomination Board, the General Meeting resolved to renumerate the Board members 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 for the following term of office. APA, Leenakaisa Winberg will continue as the responsible auditor stated by KPMG Oy Ab. KPMG Oy Ab will also carry out the assurance of the Company’s sustainability reporting. Authorised sustainability auditor (ASA) Leenakaisa Winberg will act as the responsible sustainability auditor.
In accordance with the proposal of the Board of Directors, the General Meeting resolved that the auditor of the Company be paid remuneration in accordance with the auditor’s reasonable invoice.
Board authorisations
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:
A maximum of 813,800 shares may be repurchased and/or accepted as pledge, 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 2025. 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 authorised 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 813,800 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 authorisation remains in force until the end of the next Annual General Meeting, however no later than until 30 June 2025. 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 and Katarina Cantell were elected to the Audit Committee. Henna Mäkinen was elected as the Chair of the Audit Committee. Harry Brade, Jesse Maula, Katarina Cantell and Tero Ojanperä were elected as the members of the HR committee. Harry Brade was elected as the Chair of the HR Committee.
All members elected to the Board of Directors are by the Board of Directors 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 unique combination of a digital agency and a technology powerhouse. We believe in human-centricity in everything we deliver. Siili is the go-to partner for clients seeking growth, efficiency and competitive advantage through digital transformation. Siili has offices in Finland, Germany, Poland, Hungary, the Netherlands, Austria, the United Kingdom and USA. Siili Solutions Plc shares are listed on Nasdaq Helsinki Ltd. Siili has grown profitably since it was founded in 2005. www.siili.com