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Authorizations
Board authorizations
The Board of Directors of Siili Solutions Plc has been granted the following authorizations by the annual general meeting of shareholders:
Authorizing the Board of Directors to decide on the repurchase of the company's own shares
- The number of own shares to be repurchased and/or accepted as pledge based on this authorization shall not exceed 813,100 shares in total, which corresponds to approximately 10 per cent of all of the shares in Siili Solutions Plc. Own shares shall be acquired at a price formed in public trading on Nasdaq Helsinki on the date of the repurchase or otherwise at a price determined by the markets.
- The company’s own shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders. Own shares may be repurchased only using the unrestricted equity of the company. The Board of Directors decides how the share repurchase will be carried out.
- The authorization is valid until the next AGM, however, no longer than until 30 June 2024. The authorization cancels previous unused authorizations to decide on the repurchase of the company’s own shares.
Authorizing the Board of Directors to decide on the issuance of shares as well as on the issuance of option rights and other special rights entitling to shares
- The Board of Directors authorization to decide on the issuance of shares as well as on the issuance of option rights and other special rights entitling to shares referred to in chapter 10 section 1 of the Companies Act in one or more tranches, either against payment or for free.
- The number of shares to be issued based on the authorization (including shares to be issued based on the special rights) shall not exceed 813,100 shares, which currently corresponds to approximately 10% of all the shares in the company. The Board of Directors may resolve to issue new shares or treasury shares.
- The authorization entitles the board of directors to resolve on all terms and conditions of issuance of shares and on the issuance of other special rights entitling to shares, including the right to deviate from the pre-emptive right of shareholders.
- The authorization is to be used to finance or carry out potential acquisitions or other business transactions, to strengthen the balance sheet and the financial position of the Company, to fulfill Company’s incentive schemes or to any other purposes decided by the Board.
- The authorization is valid until the next AGM, however, no longer than until 30 June 2024. The authorization cancels previous unused authorizations to decide on the issuance of shares and on the issuance of other special rights entitling to shares.
Notifications on major shareholdings
Shareholders of listed companies have an obligation to notify both the Financial Supervisory Authority (FSA) and the listed company of changes in their holdings. Listed companies have an obligation to publicly disclose the shareholder's notification.
Under the provisions of the Securities Markets Act, changes in holdings must be disclosed when the holding reaches, exceeds or falls below 5, 10, 15, 20, 25, 30, 50 or 66.7 (2/3) per cent of the voting rights or the numbers of shares of the company.
Notifications of changes in holdings must be made without undue delay by email to investors@siili.com.
Notifications of major shareholdings
10 June 2022
Lamy Oy announced that shares owned and votes held by Lamy Oy exceeded 15 % on 9 June 2022.
9 June 2022
Erina Oy announced that shares owned and votes held by Erina Oy decreased below 10% on 9 June 2022.
Share savings plan and long-term incentive schemes
Employee share savings program
Siili Solutions Oyj's board of directors has implemented employee share savings program and the related option program. The purpose of the share savings program is to offer Siili group's employees the opportunity to save part of their regular salary for the purchase of company shares. By encouraging employees to acquire and own shares in the company, the company aims to strengthen the connection between Siili's shareholders and employees and to promote employees' long-term commitment to the company's operations.
Long-term share incentive scheme for key personnel
Siili Solutions Plc’s board of directors has decided on a long-term share incentive scheme for Siili Group's key personnel. The aim of the incentive scheme is to align the goals of shareholders and key personnel in order to increase the company's value in the long term, to commit key personnel to the company and to offer them a competitive remuneration system based on earning and increasing the value of the company's shares.
The share incentive scheme 2020–2022 has three three-year earning periods, the fiscal years 2020–2022, 2021–2023 and 2022–2024.
The share bonus system 2023–2025 has three three-year earning periods, the fiscal years 2023-2024, 2024-2026 and 2025-2027
The company's board of directors decides the incentive scheme’s earning criteria and the goals set for each criterion at the beginning of each earning period.
The possible reward is paid after the end of the earning period partly in company shares and partly in cash. The monetary contribution aims to cover the taxes and tax-related payments incurred by the participant from the reward. If the participant's employment or business relationship ends before the incentive is paid, the incentive is generally not paid.
Participation in the system requires the leadership team members to own shares in Siili. A member of the leadership team must increase their ownership and/or keep the number of company shares he already owns as decided by the board. If a member of the management team sells these shares before paying the payment of the incentive, their maximum incentive will be reduced in the same proportion. As part of the system, the company's CEO shall acquire Siili shares in the amount of EUR 250,000.
The CEO must own all the shares paid to them as a reward based on the system as long as their CEO contract is valid. Other members of the leadership team shall own all the shares paid to them as a reward based on the system until the value of the share ownership in the company corresponds to their total annual gross annual salary.