Siili Solutions Plc's Notice to the Annual General Meeting
Siili Solutions Plc's Notice to the Annual General Meeting
Siili Solutions Plc Stock Exchange Release 27 February 2024 at 9:00 a.m. (Finnish time)
The shareholders of Siili Solutions Plc are invited to the Annual General Meeting to be held on Wednesday 3 April 2024 starting at 2:00 p.m. (Finnish time) at the address Töölönlahdenkatu 2, 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 notice to the General Meeting.
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/en/general-meeting. 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 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 at the meeting during agenda item 6. through the chat functionality available during the CEO’s review. A recording of the video stream will be available on the Company’s website after the General Meeting, no later than on 17 April 2024.
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 person 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 and the auditor’s report for the year 2023
- Presentation of the CEO’s review.
The financial statements, including the consolidated financial statements, the report of the Board of Directors and the auditor’s report will be available on the Company’s website at https://sijoittajille.siili.com/en/general-meeting at the latest on 8 March 2024.
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 2023, a dividend of EUR 0.26 per share 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 shall 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. The Board of Directors proposes that the dividend be paid on 12 April 2024.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Handling of the Remuneration Report for Governing Bodies
The remuneration report is available on the Company’s website at the address https://sijoittajille.siili.com/en/general-meeting at the latest on 8 March 2024.
11. Handling of the Remuneration Policy for Governing Bodies
The remuneration policy is attached to this notice (Annex 1) as well as available on the Company’s website at the address https://sijoittajille.siili.com/en/general-meeting.
12. Resolution on the remuneration of the members of the Board of Directors
The Shareholders’ Nomination Board proposes that the Board Members be remunerated 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.
13. 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.
14. 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, Tero Ojanperä and Jesse Maula. Anu Nissinen and Kati Hagros have informed that they are not available for re-election to the Board. Consequently, the Nomination Board proposes that Henna Mäkinen and Katarina Cantell be elected as new members of the Board.
Henna Mäkinen, b. 1981, M.Sc. (Econ), LLM, serves currently as CFO of Supermetrics Oy and member of the Board of Directors in Admicom Oyj. She has also previously served as CFO of Wolt Enterprises Oy and Ilmatar Windpower. Mäkinen has also worked at KPMG Oy Ab and Nokia Corporation.
Katarina Cantell, b. 1981, PhD (Information Systems) is the founder and CEO of Adalyon Oy, in addition to which she serves as a member of the Board in, inter alia, Solteq Plc. Previously, Cantell has acted as Chief Strategy Officer and member of the leadership team in Aava Terveyspalvelut Oy and Head of Strategic Design at Tieto Finland Oy.
The term of office of the Board members continues 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, including an evaluation of their independence, is available on the website of Siili Solutions Plc at the address https://sijoittajille.siili.com/en.
The proposed members Tero Ojanperä, Jesse Maula, Henna Mäkinen and Katarina Cantell 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-elect Harry Brade as its Chair and elect Jesse Maula as Deputy Chair.
In the selection of the Board member candidates, the Nomination Board has emphasised 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 for the members of the Board of Directors, the Shareholders' Nomination Board recommends that shareholders take a position on the proposal as a whole at the General Meeting. The Shareholders’ Nomination Board, in addition to ensuring that individual candidates 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.
15. 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.
16. 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, APA, Leenakaisa Winberg will continue as the responsible auditor.
If KPMG Oy Ab will be elected as the auditor of the Company, it will also carry out the assurance of the Company’s sustainability reporting for a term of office that continues until the end of the next Annual General Meeting in accordance with the transitional provision of the act changing the Limited Liability Companies Act (1252/2023). KPMG Oy Ab will be paid for this in accordance with reasonable invoice. KPMG Oy Ab has stated that if it is elected as the Company’s sustainability auditor, authorised sustainability auditor (ASA) Leenakaisa Winberg will act as the responsible sustainability auditor.
17. 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 813,800 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 2025. The authorisation shall revoke earlier unused authorisations to resolve on the repurchase and/or acceptance as pledge of the Company’s own shares.
18. 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 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.
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 2025. The authorisation shall revoke earlier authorisations concerning share issues and the issuance other special rights entitling to shares.
19. 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, as well as the remuneration policy are available on Siili Solutions Plc’s website at the address https://sijoittajille.siili.com/en/general-meeting as of 27 February 2024. Siili Solutions Plc’s financial statements for the year 2023, including the consolidated financial statements, the report of the Board of Directors and the auditor’s report as well as the remuneration report will be available on said website at the latest on 8 March 2024. 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 17 April 2024.
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 20 March 2024 (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 Wednesday, 28 February 2024 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 25 March 2024 at 10:00 a.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/en/general-meeting. 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 [email protected]. 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/en/general-meeting or equivalent information.
The requested information, such as the shareholder’s name, date of birth or business ID and contact information as well as the name of the shareholder’s assistant and/or the name and date of birth of proxy representative, if any, must be provided in connection with the registration. The personal data disclosed by the shareholders to Siili Solutions Plc or Innovatics Ltd 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 noon 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 28 February 2024 at 10:00 a.m. (Finnish time) and 25 March 2024 at 10:00 a.m. (Finnish time) in the following ways:
a) Via the service available on the Company’s website at the address https://sijoittajille.siili.com/en/general-meeting. 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.
b) By email by submitting the advance voting form available on the Company’s website or equivalent information to Innovatics Ltd at [email protected].
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 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 in person or by proxy representative.
Instructions for advance voting will be available on the Company’s website at https://sijoittajille.siili.com/en/general-meeting.
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, 20 March 2024. 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 27 March 2024 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 as well as registration for and participation in the General Meeting and 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.
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 [email protected] 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 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 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 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 8,138,080 shares, which represent the same number of votes. The Company holds 27,954 treasury shares on the date of the notice to the General Meeting.
Helsinki, 27 February 2024
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
www.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
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