Siili Solutions Plc: Resolutions of the Annual General Meeting and
Board of Directors
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
Grafico Azioni Siili Solutions Oyj (LSE:0RFO)
Storico
Da Ott 2024 a Nov 2024
Grafico Azioni Siili Solutions Oyj (LSE:0RFO)
Storico
Da Nov 2023 a Nov 2024
