Proposals of the Shareholders’ Nomination Board of Siili

Proposals of the Shareholders’ Nomination Board of Siili Solutions Plc to the AGM 2024

Siili Solutions Plc Stock Exchange Release 25 January 2024 at 16:15 EET

The Annual General Meeting of Siili Solutions Plc is planned to be held on Wednesday 3 April 2024. The Shareholders’ Nomination Board of Siili Solutions Plc proposes to the Annual General Meeting that the AGM decide on the composition and remuneration of the Company’s Board of Directors as follows:

Decision 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.

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 do not stand for re-election to the Board. Consequently, the Nomination Board proposes that Henna Mäkinen and Katarina Cantell shall be elected as new members of the Board.

Henna Mäkinen, b. 1981, M.Sc. (Econ), LLM, acts currently as CFO of Supermetrics and member of the board of directors in Admicom Plc. She has also previously served as CFO of Wolt and Ilmatar Windpower. Mäkinen has also worked at KPMG and Nokia.

Katarina Cantell, b. 1981, PhD (Information Systems) is the founder and CEO of Adalyon Oy, in addition to which she acts as a member of the board in e.g. 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 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 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 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 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 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.

Decision on the remuneration of the members of the Board of Directors

The Shareholders’ Nomination Board proposes that the members of the Board of Directors would be remunerated 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.

Composition of the Nomination Board

The Nomination Board of Siili Solutions Plc consists of the following persons:

• Heikki Westerlund, Lamy Oy, (Chair)
• Jukka Vähäpesola, Elo Mutual Pension Insurance Company
• Timo Luhtaniemi, Erina Oy
• Esko Torsti, Ilmarinen Mutual Pension Insurance Company
• Harry Brade, Chair of the Board of Directors of Siili Solutions Plc

For further information

Taru Kovanen, General Counsel
Phone: +358 40 4176 221, email: taru.kovanen(at)siili.com

Distribution

Nasdaq Helsinki Ltd
Main media
www.siili.com/en

Siili Solutions in brief

Siili Solutions Plc is a unique combination of a digital agency and a technology expert. The basis for all our work is a profound understanding of human behaviour. Siili is the best partner for clients seeking growth, efficiency, and a competitive advantage through digital means. Siili has offices in Finland, Germany, Poland, Hungary, the Netherlands, Austria, the United Kingdom, and the USA. Siili Solutions Plc’s shares are listed on the Nasdaq Helsinki Ltd stock exchange. Siili has been growing profitably since its founding in 2005. www.siili.com