Annual report 2024
This ESEF report is a translation and has been published voluntarily.
Contents
SIILI IN BRIEF
Year 2024 of Siili ................................................................... 3
Siili in brief .............................................................................. 4
CEO’s review .......................................................................... 5
Siili’s strategy ........................................................................ 6
Sustainability ......................................................................... 7
BOARD OF DIRECTORS’ REPORT
AND FINANCIAL STATEMENTS
Board of Directors’ report .................................................... 9
Sustainability statement ................................................... 13
Group key figures ............................................................... 36
Alternative performance measures ................................ 36
Calculation formulas for the key figures ........................ 37
CONSOLIDATED FINANCIAL
STATEMENTS, IFRS
Consolidated income statement
and statement of comprehensive income ..................... 38
Consolidated statement of financial position .............. 39
Consolidated cash flow statement ................................ 40
Consolidated statement of changes in
shareholders' equity ........................................................... 41
Notes to the consolidated financial statements .......... 42
1. Basic information on the Group .................................. 42
2. Financial result .............................................................. 45
2.1 Revenue ................................................................................ 45
2.2 Materials and services .................................................. 46
2.3 Employee benefit expenses ....................................... 46
2.4 Share-based payments ................................................. 47
2.5 Other operating income and expenses ................. 48
2.6 Financial income and expenses ............................... 49
2.7 Income taxes ...................................................................... 49
2.8 Earnings per share ............................................................ 51
3. Investments and acquisitions ...................................... 52
3.1 Goodwill and intangible assets ................................. 52
3.2 Impairment testing .......................................................... 53
3.3 Tangible assets ................................................................. 55
3.4 Leases ................................................................................... 55
3.5 Acquired businesses ....................................................... 57
4. Working capital............................................................. 58
4.1 Trade and other receivables ....................................... 58
4.2 Trade and other payables ............................................ 58
4.3 Provisions ............................................................................. 58
5. Capital structure ............................................................ 59
5.1 Equity ..................................................................................... 59
5.2 Financial risk management ......................................... 60
5.3 Fair values of financial assets and liabilities ....... 62
5.4 Other investments and
non-current receivables ................................................ 63
5.5 Liquid funds ........................................................................ 63
5.6 Financial liabilities and other
interest-bearing liabilities .............................................. 64
6. Other notes ..................................................................... 65
6.1 Subsidiaries ........................................................................ 65
6.2 Related party transactions .......................................... 65
6.3 Commitments and contingent assets ....................... 66
6.4 Material events after the financial year ..................... 66
PARENT COMPANY’S FINANCIAL
STATEMENTS, FAS
Parent company’s income statement ............................ 68
Parent company’s statement of financial position ..... 69
Parent company’s statement of cash flow .................... 70
Notes to the parent company’s financial statements . 71
Signatures ............................................................................. 78
Auditor’s report.................................................................... 79
Assurance report on the sustainability statement....... 83
Independent auditor’s assurance report on
Siili Solutions Plc’s ESEF financial statements ........... 85
GOVERNANCE
Corporate governance statement ................................... 87
REMUNERATION
Remuneration report of the governing bodies ............. 94
BOARD OF DIRECTORS AND
MANAGEMENT TEAM
Board of directors ............................................................... 96
Management team ............................................................. 97
Information for shareholders ........................................... 98
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES FINANCIAL STATEMENTS BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
2 Siili Solutions Plc – Annual report 2024
Year 2024 of Siili
In 2024 we placed data and AI at the centre of Siili's
new strategy. We took several concrete steps towards
our goal to be the frontrunner in AI transformation. We
strengthened our AI capabilities through trainings and
recruitments. The development of Siili's culture and
leadership continued, and brought concrete results.
We continued long-term
partnerships and worked
on several data and AI
projects with exicting
and new customers.
We signed an agreement to
purchase the majority stake
in Integrations Group Oy.
We achieved 10th place
in the Young Professional
Attraction Index survey
by Academic Work.
We published our new
strategy placing data
and AI at the core
of the strategy.
We published a handbook
for AI powered developers,
and increased the number
of our data and AI experts
by 43% compared
to previous year.
We appointed Maria
Niiniharju as VP,
Private Business
We publish our first
sustainability statement
as part of 2024 report of
the board of directors.
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GOVERNANCE REMUNERATIONKEY FIGURES FINANCIAL STATEMENTS BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
3 Siili Solutions Plc – Annual report 2024
SIILI IN BRIEF
Siili in brief
Siili is a frontrunner in AI-powered software development. We
partner with our customers as they seek growth, efficiency
and competitive advantage through digital solutions. our
goal is to be the frontrunner of AI transformation. We don't
just deliver ready-made solutions - we create partnerships
based on trust, collaboration and concrete results.
Our competitive advantage is the ability to combine strong
software development, AI, and industry expertise. This unique
combination makes us qa pioneer in utilizing and developing AI
solutions and strengthening our customers' competitiveness.
Siili is an international company, and in 2024 the share
of our international business was 29% of our revenue.
Our approximately 1,000 experts work in 8 countries. We
have offices in Finland, Germany, Poland, Hungary, the
Netherlands, the UK, Austria and USA. Our client base is
focused on large corporateiona dn the public sector in
Finland, the UK, the USA, Germany and the Netherlands.
Our clients are mainly large corporations and organizations
in the public and private sectors - especially in the
finance, service, indusctrial and automotive sectors.
Siili has grown profitably since its founding in 2005.Siili's
shares are listed on the Nasdaq Helsinki Stock Exchange.
In 2024, we employed
975
experts
Adj. EBITA in 2024
5.4
MEUR
In 2024, the share of
international business was
29
%
Revenue, EUR million
2023 2024202220212020
111.9
118.3
99.2
83.3
122.7
Sales in Finland
Sales to abroad
Siili offices:
Helsinki
Tampere
Turku
Lappeenranta
Jyväskylä
Oulu
Kuopio
Seinäjoki
Joensuu
London
Amsterdam
Berlin
Stuttgart
Vienna
Budapest
Szczecin
Wroclaw
New York
Detroit
GOVERNANCE REMUNERATIONKEY FIGURES FINANCIAL STATEMENTS BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
4 Siili Solutions Plc – Annual report 2024
SIILI IN BRIEF
2024 was another challenging year from
a market perspective, both for Siili and
the entire IT service sector. During the
year, we focused on crystallising our
strategy and creating a foundation for
stronger competitiveness and profitability.
The market situation affected both Siili's revenue and
the rate of growth both domestically and internationally.
Full-year revenue amounted to approximately EUR
112 million, representing a decline of 9% year on
year. The share of international operations in the
Group’s revenue continued to increase and rose from
the previous year’s level of 27% to 29% in 2024.
The slowdown in growth also weighed on profitability.
Adjusted EBITA for the year was EUR 5.4 million,
which corresponds to about 5% of revenue. This
year, we aim to improve Siili's profitability by
focusing on operational efficiency and growth
with focus on the Data and AI business.
Despite the challenges of the operating environment,
last year was, however, successful for Siili in many
ways. During the first half of the year, we focused
on designing our new strategy and streamlining
the organisation. We also launched a three-level
training programme in artificial intelligence for our
consultants and continued to strengthen the data
and AI expertise of the Siili team through both
training and recruitment throughout the year.
it with determination and monitor its progress.
Last year, we also started to develop our operating
models towards more data-driven decision-making
and better forecasting. In addition, we are strongly
investing in the implementation of a new management
model that increases efficiency, recruitments that
support the strategy and optimization of subcontracting.
We strive to seek profitable growth in growth areas
in line with the strategy, while firmly protecting
profitability in more challenging market segments.
We are strengthening our
community of top talent
At the beginning of November, we strengthened the
data and AI expertise of the management team when
Maria Niiniharju took up the position as the leader of
Siili’s Private Business and became a new member
of Siili’s management team. In accordance with our
strategy, we also expanded our competence through
recruitment of data and AI experts, who we have now
43% more compared to previous year. Towards the end
of the year, we strengthened our integration expertise
by signing an agreement to purchase a majority stake
in Integrations Group Oy. With Integrations Group,
we will be a stronger partner for our customers in
various demanding AI and data integration projects.
We aim to be the best community for digital
development professionals, and we continued to
develop our culture and leadership further last year. Our
efforts to develop Siili's community were recognized
in autumn when Siili achieved 10th place in the Young
Professional Attraction Index survey by Academic Work.
In 2025, we will celebrate Siili’s 20th anniversary.
With two decades of innovation and growth under
our belt, this is a good time to continue Siili’s journey
by focusing on the implementation of the strategy
and the improvement of profitability during the year.
Although we cannot see immediate signs of an
improvement in market conditions, our successes in
2024 have proven the performance of our strategy.
I want to extend my thanks to the entire Siili team
and our customers for the past year. I am looking
forward to the opportunity to build new and innovative
solutions at the cutting edge of the AI transition.
Tomi Pienimäki
CEO
Siili Solutions Plc
CEO’s review
Our new strategy has been well
received
In the new strategy published in August, we placed
data and artificial intelligence at the core of the
strategy. Our objective is to be a pioneer in the AI
transition as a developer of generative AI solutions
and as an AI partner that reinforces its customers’
competitiveness. We have now three strategic priorities
that strengthen our position as a leader in leveraging AI:
– Significant growth in Data and AI business
– Pioneer in AI-powered digital development
– Community of top talent
Our updated strategy and our promise “Impact
driven, AI powered” have been well received in the
markets. During the year, we were selected as a
partner for several AI and data projects in line with our
strategy. Towards the end of the year, we had many
successful openings consistent with the strategy
in projects dealing with, for example, AI strategies,
training, and implementation. We will continue to
focus on expanding our business with strategic
customers and building long-standing partnerships.
We focus on improving our
profitability
We continue to improve our operational efficiency.
We will focus in particular on capacity and utilization
management, cost efficiency, offer development
and pricing optimization. Improving profitability
is progressing according to plan in stages. We
have made a concrete action plan to improve our
efficiency and profitability and we will implement
GOVERNANCE REMUNERATIONKEY FIGURES FINANCIAL STATEMENTS BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
5 Siili Solutions Plc – Annual report 2024
SIILI IN BRIEF
Siili’s strategy
Our strategy is based on strengthening our expertise,
remaining at the forefront of technologial development
and thus meeting our customers' needs.
We build long-term, parnership-based customer
relationships, allowing us to combine our strong industry
expertise with the best technologies and thus help our
customers in strengthening their competitiveness.
During 2024, we were our customers' parter,
as many of our customers invested at an
accelerating pace in researching and testing
the opportunities of artificial intelligence.
– During past year, Siili's teams helped customers identify
essential uses of artificial intelligence for their business
and conceptualize feasible solutions for them.
– During the year, we invested heavily in the continuous
development of our personnel's AI expertise, and our
software development teams enabled our customers to
make huge leaps in utilizing artificial intelligence.
– In 2024, our focus in developing our own operations
was, among other things, developing leadership and
their competence. We want to be the best place to for
for top talents.
We succesfully started the implementation of
our new strategy in 2024. We will continue to
focus on large enterprises and the public sector in
Make AI Real
SIGNIFICANT GROWTH IN
DATA AND AI BUSINESS:
We expand our business in the
growing market of data and
generative AI, aiming to be the
preferred partner for customers
in the GenAI transformation.
COMMUNITY OF TOP TALENT:
We strengthen our strong
corporate culture and continuous
learning opportunities. Our goal
is to be the most desirable
community among digital
development professionals.
PIONEER IN AI-POWERED
DIGITAL DEVELOPMENT:
We reinforce our position as a
pioneer in AI across the entire
software development lifecycle,
from design to implementation
and maintenance. For Siili's
customers, this means faster
development cycles, and for
Siili, improved productivity.
Finland, the UK, Germany and the Netherlands. As
before, we will continue to strengthen our delivery
capabilities by expanding our skill base both in
Finland and for example in Poland and Hungary.
Strategic priorities:
– Significant growth in Data and AI business
– Pioneer in AI-powered digital development
– Community of top talent
Long-Term Financial Goals:
On 26 November 2024 we updated our long-
term financial goals for 2025-2028.
– Annual revenue growth of 20 percent, of which
organic growth accounts for about half
– Ajusted EBITA 12 percent of revenue
– The aim is to keep the ratio of net debt-to-EBITDA
below two
– The aim is to pay a dividend corresponding to 30-70
percent of net profit annually.
Sources of Growth:
We seek growth both organigally and through
acquisitions. We focus on long-term customer
relationships and build growth through our strong
industry expertise and broad service offering.
CORE VALUES
AMBITION JOY HUMANITY RESPONSIBILITY
GOVERNANCE REMUNERATIONKEY FIGURES FINANCIAL STATEMENTS BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
6 Siili Solutions Plc – Annual report 2024
SIILI IN BRIEF
Sustainability
Driving sustainable, ethical and
responsible AI
Responsible and ethical operations and compliance
with laws are the foundation of Siili's business.
We examine our responsibility from the perspective
of environmental responsibility, social responsibility
and good governance. Siili has taken the results
of the double materiality analysis into account
in its strategy process. Siili has started defining
sustainability goals and indicators, and Siili's board
of directors will confirm the sustainability goals
during 2025. When renewing our strategy in 2024,
we also took into account the results of the double
materiality analysis and the views of key stakeholders,
customers and employees, in our strategy work.
At the core of our strategy is also helping our
customers to utilize the opportunities offered
by artificial intelligence to develop business
responsibility, as innovative IT solutions and the
use of artificial intelligence make it possible to
reduce environmental load and resource use.
In addition, we place particular emphasis on
social responsibility in relation to our own
employees and those in our value chain.
Siili is publishing a sustainability statement for the first
time as part of 2024 report of the board of directors.
Siili's sustainability statement has been prepared
in accordance with the EU Sustainability Reporting
Directive (CSRD) and the Reporting Standards (ESRS).
CEO Tomi Pienimäki:
In line with our strategy, our goal is to be a pioneer in the AI transformation. It is
important for us to promote the utilization of artificial intelligence and the opportunities
it offers in the most sustainable, ethical and responsible way possible.
Our operations affect the environment, our personnel, our customers and society. We engage in dialogue
with our important stakeholders and develop our operations based on the feedback we receive. We
want to be part of the discussion on the ethics of artificial intelligence and climate impacts, and help
to find sustainable solutions to the responsibility issues related to the use of artificial intelligence.
Key focus areas based on double
material analysis
Key KPIs and targets
– Climate change
– Carbon footprint
– Scope 1 & 2 emissions = 0
– Scope 3 emissions reduced by 20%
compared to 2022
Drive sustainable and
responsible IT services
ENVIRONMENTAL
– Work-life balance
– Equal treatment
– Development opportunities
– eNPS, target 65 by 2028
– Engagement, target 75 for 2025
With AI in our core, build the best community
for digital development professionals
SOCIAL
– Company culture (including Code of
Conduct, compliance and ethics, HR)
– 0 security incidents
– 0 Code of Conduct breaches
Ensure good governance
GOVERNANCE
Sustainable, ethical and responsible AI
Reduce emissions by 2030 Key metrics from personnel survey Key targets
Read how we support our customers'
in their sustainability journey.
https://www.siili.com/cases
GOVERNANCE REMUNERATIONKEY FIGURES FINANCIAL STATEMENTS BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
7 Siili Solutions Plc – Annual report 2024
SIILI IN BRIEF
Board of Directors' report and
Financial Statements 2024
Board of Directors’
report
Revenue
Revenue for the financial year decreased by 8.8% year
on year (+3.7%) to EUR 111,899 (122,702) thousand.
Revenue for the second half of the year decreased
by 8.2% to EUR 52,713 (57,414) thousand. The share
of international operations of the revenue was 29.0%
(26.7%) for the financial year and 30.2% (27.7%) for the
second half of the year. Revenue declined across the
Group’s operations from the previous year as a result
of weak market conditions and the reduction in overall
capacity due to efficiency-improvement measures.
Profitability
EBITA for the financial year totalled EUR 4,752 (8,409)
thousand, representing a decline of EUR 3,657
year on year. The Group’s profitability weakened
during the period, and EBITA amounted to 4.2%
(6.9%) of revenue. EBITA for the second half of the
year was 4.0% (5.9%) of revenue. The year-on-
year decline in profitability was primarily driven by
the decrease in revenue due to stringent market
conditions. Meanwhile, actions were taken to protect
profitability through efficiency improvements affecting
both personnel expenses and other expenses.
Subcontracting costs arising from the use of external
services totalled EUR 23,344 (26,215) thousand, or
20.9% of revenue (21.4%) for the financial year. The
use of subcontracting was reduced from the previous
year. Employee benefit expenses for the financial
year decreased to EUR 68,600 (72,180) thousand and
amounted to 61.3% (58.8%) of revenue. The decrease in
employee benefit expenses was due to a reduction in
the number of personnel. During the financial year, the
Group had a total of 975 (1,026) employees on average
and 942 (1,007) at the end of the year. Other operating
expenses decreased from the previous year to EUR
12,045 (12,645) thousand, or 10.8% (10.3%) of revenue.
Adjusted EBITA for the financial year was EUR 5,409
(8,742) thousand, or 4.8% (7.1%) of revenue. The
adjustment items amounted to EUR 657 (333) thousand,
consisting of personnel benefit expenses related to
business restructuring as well as business acquisition
expenses. The calculation of adjusted EBITA is presented
under Calculation formulas for the key figures.
The Group’s operating profit (EBIT) for the financial
year was EUR 3,592 (6,909) thousand, or 3.2% (5.6%)
of revenue. Net financial expenses for the financial
year totalled EUR 76 (1,373) thousand. The profit for the
period before taxes was EUR 3,516 (5,536) thousand,
and earnings per share were EUR 0.43 (0.61).
Financing and capital expenditure
The Group’s statement of financial position totalled
EUR 84,604 (100,170) thousand at the end of the
financial year, with EUR 41,592 (42,083) thousand
consisting of shareholders’ equity. The Group’s equity
ratio strengthened by 7.2 percentage points year
on year to 49.7% (42.6%). At the end of the financial
year, liquid funds amounted to EUR 20,331 (29,022)
thousand, and the Group had EUR 19,283 (32,704)
thousand of interest-bearing liabilities. The decrease in
interestbearing liabilities was significantly affected by
the acquisitions of additional stakes in Supercharge Kft
and Vala Group Oy. Gearing was -2.5% (8.7%), and the
ratio of net debt to EBITDA was -0.13% (0.30%). The
Group’s return on capital employed was 7.2% (10.7%).
The cash flow from operations was EUR 10,751
(7,489) thousand, representing an increase of 43.6%
year on year. The growth in the cash flow from
operating activities was driven by decrease in trade
receivables related to the development of revenue,
which had a positive impact on net working capital.
Cash flow from investing activities for the financial
year was EUR -10,766 (-5,409) thousand, including
the considerations totalling EUR 9,462 thousand paid
to the minority interest for the acquisition of additional
stakes on Supercharge Kft and Vala Group Oy.
Cash flow from financing activities in the review
period amounted to EUR -8,638 (-9,254) thousand,
including a dividend of EUR 2,109 thousand paid to
the shareholders of Siili Solutions Plc, a dividend of
874 thousand paid to on-controlling shareholders of
Supercharge Kft. and Vala Group Oy, and repayments
of bank loans amounting to EUR 2,518 thousand.
Acquisitions and changes in
group structure
During the financial year, Siili Solutions Plc increased
its ownership in its subsidiaries Supercharge Kft and
Vala Group Oy. In May, the company carried out share
acquisitions whereby its ownership in Vala Group
Oy increased to over 95% from the previous level of
approximately 80% and its ownership in Supercharge
Kft rose to 70% from 55%. The consideration for the
shares in Vala Group Oy was approximately EUR
5.3 million, including a compensation of some EUR
1.6 million for the company’s net cash assets and
an adjustment for dilution of the company’s option
scheme under the shareholders’ agreement. The
consideration for the shares in Supercharge Kft was
approximately EUR 4.2 million, including some EUR 0.5
million in compensation for the company’s net cash.
Employees, management and
governance
The number of employees at the end of the financial
year was 942 (1,007), which marks a decrease
of 65 (38) people, or -6.5% (-3.6%), from the
end of the previous year. The average number of
employees during the period was 975 (1,026).
At the end of the financial period, Siili’s Management
Team consisted of the following members: Tomi
Pienimaki (CEO), Aleksi Kankainen (CFO), Taru Salo (CPO),
Andras Tessenyi (CEO, Supercharge) and Maria Niiniharju
(VP Private Business). Maria Niiniharju became a member
of the Management Team on 1 November 2024.
Significant events during the
financial year
PROFIT WARNING AND NEW
FINANCIAL GUIDANCE FOR 2024
The company issued a profit warning on 17
September 2024 and lowered its guidance for
revenue and adjusted EBITA for 2024.
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES FINANCIAL STATEMENTS BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERS
9 Siili Solutions Plc – Annual report 2024
BOARD OF DIRECTORS' REPORT
RENEWED STRATEGY
On 13 August 2024 the company published a renewed
strategy that sets AI data business to its core.
CHANGE IN THE MANAGEMENT TEAM
Maria Niiniharju (VP, Private Business) was appointed
to the Management Team as of 1 November 2024.
Kari Pirttikangas left the Management Team in
March 2024 and Kenneth Lindfors in April 2024.
INCREASED OWNERSHIP IN VALA
GROUP OY AND SURERCHARGE KFT
Siili completed a transaction that increased Siili's
ownership in its subsidiary Vala Group Oy to over 95%.
The purchase price of the shares was approximately 5.3
million euros. Siili increased ownership in its Hungarian
subsidiary Supercharge Kft to 70%. The purchase price
of the shares was approximately 4.2 million euros.
Risks and uncertainties
Siili is exposed to various risk factors related to its
operational activities and business environment. The
realisation of risks may have an unfavourable effect
on Siili’s business, financial position or company
value. The most significant risks related to Siili’s
operations are described below, along with other
known risks that may become significant in the future.
In addition, there are risks that Siili is not necessarily
aware of and which may become significant.
– The loss of one or more key clients, a considerable
decrease in purchases, financial difficulties experienced
by clients or a change in a client’s strategy with regard
to the procurement of IT services could have a negative
effect on the company.
– Failure to achieve recruitment goals in terms of both
quality and quantity, and failure to match supply to
customer demand in a timely manner.
– Probability and adverse effects of the realisation of the
aforementioned risks are more likely in an uncertain
economic environment.
– Failure in pricing, planning, implementation and
improving cost efficiency of customer projects.
– Loss of the contribution of key personnel or deterioration
of the employer’s reputation.
– Realisation of information security risks, for example,
as a result of data breach and/or human error by an
employee.
– General negative or weakened economic development
and the resulting uncertainty in the clients’ operating
environment. The general economic cycle and changes
in the clients’ operating environment can have negative
effects through slowing down, postponing or cancelling
decision-making on IT investments.
Russia’s war of aggression against Ukraine has not
had and is not expected have a direct impact on
Siili’s business. However, the general uncertainty and
inflation in 2024 continued to affect in particular our
clients’ investment decisions, thereby also weighing
on Siili’s business. Slow recovery of the economy is
expected to continue to affect Siili’s business and
growth opportunities also in the current financial year.
According to management observations and estimates,
the impacts of the market environment in the financial
year 2024 were moderate, and they are expected to
reduce in 2025. We prepare for these effects by taking
care of customer satisfaction and cost efficiency.
Intangible resources
Siili’s key intangible resources include our skilled
professionals, extensive subcontractor network, and
strong brand. Additionally, Siili benefits from a number
of key clients and strategic partnerships, which, together
with our other intangible resources, support our long-term
growth strategy and provide a competitive advantage.
Outlook for 2025 and financial
goals for 2025–2028
Revenue for 2025 is expected to be EUR 108–130
million and adjusted EBITA EUR 4.7–7.7 million.
On 26 November 2024, the company announced the
financial goals for the years 2025–2028 as follows:
– Annual revenue growth of 20%, with organic growth
accounting for about half.
– EBITA 12% of revenue.
– The aim is to keep the ratio of net debt-to-EBITDA
below two.
– The aim is to pay a dividend corresponding to 30–70
percent of net profit annually.
General meeting of shareholders
ANNUAL GENERAL MEETING
Siili Solutions Plc’s Annual General Meeting (AGM)
took place in Helsinki, Finland, on 3 April 2024.
The Annual General Meeting adopted the financial
statements and consolidated financial statements for
the financial period 2023, discharged the CEO and
the members of the Board of Directors from liability
and decided to distribute a dividend of EUR 0.26
per share, totaling approximately EUR 2.1 million.
The number of members of the Board of Directors was
confirmed as five (5). Harry Brade, Tero Ojanpera and
Jesse Maula were re-elected to the Board and Henna
Makinen and Katarina Cantell were elected as new
members to the Board. The Annual General Meeting
decided that the Chair of the Board of Directors is paid
EUR 3,850 per month, the Deputy Chair of the Board
and Chair of Audit Committee EUR 3,000 per month and
the other members EUR 2,000 per month. The Chairs of
the Board’s Committees are paid EUR 200 per month
for their work on the Committees, 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.
KPMG Oy AB, Authorised Public Accountants, were
re-elected as the company’s auditor, and KPMG will
also act as the assurer of the Company's sustainability
report. KPMG has assigned Leenakaisa Winberg,
APA, ASA as the Company’s responsible auditor and
auditor of the sustainability report. The auditor’s fees
are paid against the auditor’s reasonable invoice.
The Annual General Meeting authorised the Board
of Directors to decide on the acquisition and/or
acceptance as collateral of the company’s own shares.
A maximum of 813,800 shares may be acquired and/
or accepted as collateral pursuant to the authorisation,
corresponding to approximately 10 percent of all
shares in the company. The shares are to be acquired
in public trading arranged by Nasdaq Helsinki Ltd at the
market price of the time of purchase. The company’s
own shares can be acquired in a manner other than
in proportion to the shareholders’ existing holdings.
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES FINANCIAL STATEMENTS BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERS
10 Siili Solutions Plc – Annual report 2024
BOARD OF DIRECTORS' REPORT
The acquisition of shares will reduce the company’s
nonrestricted equity. The Board of Directors will decide
on other terms and conditions related to the acquisition
and/or acceptance as collateral of the shares. The
authorisation is valid until the end of the next Annual
General Meeting but not beyond 30 June 2025.
The Board of Directors was also authorised to decide on
an issue of shares and an issue of special rights carrying
entitlement to shares in accordance with chapter 10,
section 1 of the Finnish Limited Liability Companies Act, in
one or more tranches, either against consideration or free
of charge. The maximum total number of shares issued,
including shares issued on the basis of special rights, is
813,800, which corresponds to approximately 10% of
all shares in the company. The Board of Directors may
decide to issue new shares or to transfer treasury shares
held by the company. The authorisation entitles the
Board of Directors to decide on all terms and conditions
for an issue of shares and an issue of special rights
entitling their holders to shares, including the right to
deviate from the shareholders’ pre-emptive subscription
right. The authorisation may be used for strengthening
the company’s balance sheet, for paying transaction
prices related to acquisitions, in incentive plans or for
other purposes decided by the Board of Directors. The
authorisation is valid until the end of the next Annual
General Meeting but not beyond 30 June 2025.
The Annual General Meeting adopted the remuneration
policy and the remuneration report of the governing
bodies of the company. The decisions of the Annual
General Meeting were of advisory nature.
Corporate governance statement
Siili Solutions Plc issues the Corporate Governance
Statement in compliance with the reporting requirements
of the Finnish Corporate Governance Code 2025
issued by the Finnish Securities Market Association
and effective as of 1 January 2025. The statement is
issued separately from the Board of Directors' report.
Share and shareholders
The company has one series of shares, and all of its
shares carry entitlement to equal rights. On 31 December
2024, the total number of shares in Siili Solutions Plc
entered in the Trade Register was 8,140,263. At the
end of the financial year, the company held a total
of 27,954 of its own shares. On 31 December 2024,
the members of the company’s Board of Directors
and Management Team owned a total of 25,291
shares in the company. In addition, an entity under the
control of a Board member owns 1,301,267 shares.
During the financial year, the highest price of the
company share was EUR 9.90 the lowest price was
EUR 5.32, the average price was EUR 7.74, and the
closing price at the end of the review period was EUR
5.66. The company’s market capitalisation decreased
by -41.4% from the end of 2023 and amounted to
EUR 45.9 (78.3) million on 31 December 2024.
The company had a total of 5,784 (6,482) shareholders
on 31 December 2024. The number of shareholders
decreased by 10.8% from the end of 2023. A list of
the largest shareholders is available on the company
website at / https://sijoittajille.siili.com/en and in
notes to the parent company's financial statements.
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, Jesse Maula, Henna Makinen and Katarina
Cantell. Tero Ojanpera has announced that he is not
available for re-election as member of the Board of
Directors. Therefore, the Shareholders’ Nomination
Board proposes that Sebastian Nystrom be elected
as new member to the Board of Directors.
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 Jesse Maula, Henna Makinen,
Katarina Cantell and Sebastian Nystrom are considered
independent of the company and its significant
shareholders. Harry Brade is independent of the Company
but not independent of its significant shareholder Lamy
Oy. In addition, the Shareholders’ Nomination Board
recommends to the Board of Directors that it elect Harry
Brade as its Chair and Jesse Maula as Deputy Chair.
Resolution on the remuneration of the members of the Board
The Shareholders’ Nomination Board proposes that
the members of the Board of Directors be paid as
follows: The Chair of the Board of Directors is paid
Events after the end of the
financial year
ACQUISITION OF INTEGRATIONS GROUP OY
On 18 November 2024, Siili Solutions Plc announced it
had signed an agreement to purchase a stake of 51% of
the shares in the Finnish company Integrations Group
Oy. The transaction in Integrations Group Oy shares
was completed on 2 January 2025. Siili is committed to
purchasing the remaining 49% of shares in Integrations
Group Oy over the coming years in parts as detailed in
the shareholders’ agreement; hence, Integrations Group
Oy is consolidated 100% in the Siili Group as of 2 January
2025. Integrations Group Oy is a company specialising in
integration implementations and services, based in Espoo
and Tampere. The company’s unaudited revenue for the
financial year 2024 was EUR 2.2 million, and its operating
profit amounted to EUR 0.3 million. The company has
13 employees. Integrations Group Oy will continue to
operate as a stand-alone company under its own brand.
The acquisition of the majority stake in Integrations
Group executes on Siili’s strategic objective to expand
its business in the growing data and generative AI
market. The acquisition does not have a material effect
on the Siili Group’s revenue, adjusted EBITA or balance
sheet values. The company will prepare an acquisition
cost calculation under IFRS 3 during the first year-half.
PROPOSALS OF THE SHAREHOLDERS’
NOMINATION BOARD TO THE ANNUAL
GENERAL MEETING 2024
The Shareholders’ Nomination Board of Siili
Solutions Plc submitted its proposals to the Annual
General Meeting 2025 on 16 January 2025:
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11 Siili Solutions Plc – Annual report 2024
BOARD OF DIRECTORS' REPORT
EUR 3,850 per month, the Deputy Chair as well as the
Chair of the Audit Committee EUR 2,500 per month
and the 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. The company does
not have other material events after the financial year.
THE BOARD OF DIRECTORS OF SIILI SOLUTIONS
PLC ESTABLISHED A MATCHING SHARE
PLAN FOR KEY EMPLOYEES AND RESOLVED
ON A NEW PERFORMANCE PERIOD FOR
THE PERFORMANCE SHARE PLAN
Matching Share Plan 2025–2027
The Board of Directors of Siili Solutions Plc has resolved
to establish a Matching Share Plan directed to the key
employees of the Group. The purpose of the plan is
to commit the key employees to the company and to
offer them a competitive incentive plan that is based
on acquiring and accumulating Siili Solutions shares
as well as to encourage them to personally invest in
the company’s shares. The plan also aims to align the
interests of the shareholders and the key employees to
increase the value of the company in the long term.
The Matching Share Plan 2025–2027 consists of one (1)
matching period, which covers the years 2025–2027. The
prerequisite for participation in the plan and receiving a
reward is that a participant personally has acquired Siili
Solutions shares within the limits set by the Board of
Directors. Furthermore, payment of the reward is based
on the participant’s valid employment or director contract
upon reward payment. The potential rewards from the
plan will be paid after the end of the matching period.
The target group of the matching period 2025–2027
consists of approximately 30 key employees, including
the CEO and members of the Management Team. As
a reward for their commitment, Siili Solutions grants
the participants a gross reward of two (2) matching
shares for every three (3) shares committed to the plan.
The rewards will be paid by the end of May 2028.
Performance period 2025–2027 of the Performance
Share Plan 2023–2027
The Board of Directors of Siili Solutions Plc established
the Performance Share Plan 2023–2027 for the key
employees of the company in 2023. The Performance
Share Plan 2023–2027 comprises three performance
periods, covering the calendar years 2023–2025,
2024–2026 and 2025–2027. The key terms of the
Performance Share Plan 2023–2027 were published
in a stock exchange release on 24 January 2023.
The Board of Directors of Siili Solutions has
resolved on the target group, the amount of the
possible rewards and the performance criteria
for the performance period 2025–2027.
During the performance period 2025–2027, the earning
of rewards is based on the following performance criteria:
– Revenue (EUR) in 2025 (weight 40%);
– EBITA (EUR) in 2025 (weight 60%);
– Development of shareholder value (TSR) in 2025–2027.
The target group of the Performance Share Plan
during the performance period 2025–2027 consists
of approximately 45 key employees, including
the Group’s CEO and Management Team. The
rewards will be paid by the end of May 2028.
General
The rewards to be paid based on the Matching
Share Plan 2025-2027 and Performance Share
Plan’s performance period 2025-2027 correspond
to the value of approximately 160,000 Siili
Solutions Plc shares in maximum total, also
including the portion to be paid in cash.
The rewards of the Matching Share Plan and the
Performance Share Plan will be paid partly in Siili
Solutions Plc shares and partly in cash. The cash
proportions of the rewards are intended to cover taxes
and social security contributions arising from the rewards
to the participants. In general, no reward is paid if the
participant’s employment or director contract terminates
during the performance period or the matching period.
A member of the Management Team is obliged to
hold all the net shares paid to them under the new
plans until the value of their total shareholding in the
company corresponds to half of their annual salary.
Such number of shares must be held as long as the
membership in the Management Team continues.
Dividend proposal
In line with the dividend policy approved by its Board
of Directors, Siili seeks to distribute 30–70% of its
profit for the period to shareholders. In addition,
an additional profit distribution can be made.
On 31 December 2024, the distributable assets of the
parent company of Siili Solutions Plc amounted to EUR
35,291,522.61, including the profit for the period EUR
1,629,162.50. The Board of Directors proposes to the
Annual General Meeting 2025 that a dividend of EUR
0.18 per share be paid for the financial year 2024.
According to the proposal, a total dividend of
EUR 1,460,215.62 would be paid. The proposed
dividend represents approximately 42% of
the Group’s profit for the financial year.
No significant changes have taken place in Siili’s financial
position since the end of the financial year. The company
has a good level of liquidity, and the Board believes that
the proposed dividend will not pose a risk to liquidity.
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12 Siili Solutions Plc – Annual report 2024
BOARD OF DIRECTORS' REPORT
Sustainability
statement
General Disclosures
PRINCIPLES OF PREPARATION OF THE
SUSTAINABILITY STATEMENT
Basis for preparation
The Siili Group is an independent provider of information
systems development services that produces services
for companies and the public sector. The Group’s parent
company, Siili Solutions Plc (Siili), is a Finnish public
limited-liability company (Plc) providing software systems
development services. The reporting covers the whole
group, i.e., the parent company and all subsidiaries.
In accordance with the Finnish Accounting Act, Siili
must publish a sustainability statement as part of its
Board of Directors’ report starting from the financial year
2024. Siili’s sustainability statement was prepared in
accordance with the Accounting Act and the European
Sustainability Reporting Standards (ESRS). It was
prepared on a consolidated basis, and the scope of
consolidation matches the financial statements. The
reporting period is the same as in financial reporting, i.e.,
the financial year from 1 January to 31 December 2024.
In preparing the sustainability statement, Siili’s value
chain was assessed through a double materiality
analysis. Information on the value chain is reported
to the extent it was deemed material.
Siili has not exercised the option to omit specific
pieces of information relating to intellectual property,
matters in the course of negotiation, impending
developments or other exceptional situations. However,
Siili invokes the confidentiality of information and does
not disclose the results of its strategy scenario.
SPECIFIC CIRCUMSTANCES OF THE REPORT
In its sustainability reporting, Siili applies a time horizon
under ESRS 1.6.4 for the medium and long term.
Siili omits the information prescribed by ESRS1‑9
(“Anticipated financial effects from material physical
and transition risks and potential climate-related
opportunities”) for the first year of preparing its sustainability
statement in accordance with Appendix C of ESRS1.
This sustainability statement is Siili’s first sustainability
statement under the ESRS, so there are no revisions
or material errors from previous reporting periods.
GOVERNANCE OF SUSTAINABILITY THEMES
Sustainability reporting by Siili aligns with the Company’s
standard principles and processes for financial reporting,
risk management and internal control. Sustainability
reporting highlights a corporate culture that supports
sustainable development, the continuous development
of operations, guidelines and policies as well as the
transparency of activities. In the context of sustainability
reporting, internal control focuses on the identification
of risks through double materiality analysis. Internal
control and risk management related to sustainable
development focus on the most material identified risks.
Siili’s Board of Directors and Chief Executive Officer are
responsible for sustainability reporting in accordance
with the Limited Liability Companies Act. Meanwhile,
responsibility for sustainability reporting processes lies
with the Chief Financial Officer (CFO) and the General
Counsel. The identified risks associated with sustainability
reporting are the accuracy of the reported information
and the timeliness of reporting. To ensure the accuracy of
reported information and the timeliness of reporting, Siili is
committed to continuously develop systematic collection
and management of data and the assignment of roles
and providing instructions for responsible personnel.
The Board of Directors, supported by its Audit Committee,
holds ultimate responsibility for the proper organisation
of internal control related to financial reporting. The Board
of Directors reviews and adopts sustainability reporting
in connection with the financial statements. The Chief
Executive Officer (CEO), supported by the CFO and
the General Counsel, is responsible for implementing
internal control related to financial statement reports.
The Audit Committee of Siili’s Board of Directors
monitors the outcomes of internal control and audits
sustainability reporting practices as part of its audit
duty. Siili’s Board of Directors is responsible for the
definition of internal control policies and for monitoring
the effectiveness of guidance and control. Internal control
is implemented at different levels within the Company
by the Board of Directors, management and personnel,
and in certain respects, also by an external partner.
GOVERNANCE AND STRATEGY
OF SUSTAINABILITY
Role of the administrative, management and supervisory
bodies, information provided to them and sustainability
matters addressed by them
The sustainability statement provides information
on the governance of sustainability. Further details
on the general duties, composition, diversity and
expertise of the administrative and supervisory
bodies as well as the processes of internal control,
internal audit and risk management are provided
in the Corporate Governance Statement.
Governance of sustainability at Siili Solutions
Responsible and ethical operations as well as
compliance with laws form the foundation of Siili’s
business. Responsibility for promoting sustainability
rests with the Board of Directors, the CEO and the
Group’s Management Team. The Company’s operating
procedures are based on Siili’s Code of Conduct
and policies adopted by the Board of Directors.
Sustainability targets will be determined based on double
materiality analysis and also integrated into Siili’s business
strategy. The development of sustainability will be advanced
in line with actions based on these targets. Material
sustainability topics are presented in the results of the
double materiality analysis in section "Double-materiality
analysis" and in the sections on the topical standards.
Governance of sustainability
Board of Directors
The duties of Siili’s Board of Directors are determined in
the Limited Liability Companies Act, according to which
the Board of Directors shall see to the administration of
the Company and the appropriate organisation of its
operations and ensure the appropriate arrangement of
the control of the Company’s accounts and finances, in
addition to which, the Board is tasked with monitoring
and evaluating the organisation and internal control of
sustainability reporting. Hence, the Board of Directors is also
the highest-level body within the Company responsible for
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13 Siili Solutions Plc – Annual report 2024
BOARD OF DIRECTORS' REPORT
the management of sustainability and the appropriateness
of activities. It adopts the Company’s sustainability targets
and monitors their achievement. Furthermore, the Board
of Directors adopts Siili’s Code of Conduct steering its
activities and more detailed instructions based on it.
Sustainability has been integrated into the Company’s
long-term strategy adopted by the Board of Directors, long-
term business plans, risk assessments and annual action
plans. The Board of Directors monitors progress towards
the sustainable development goals in its meetings, and
adopts a sustainability report at least on an annual basis.
After their meetings, the Audit Committee and the HR
Committee report to the Board of Directors on sustainability
topics discussed by them. In addition to the sustainability
report, the Board of Directors receives all material
sustainability-related information, such as the results of the
double materiality analysis and carbon footprint calculation.
Board of Directors’ sustainability expertise
Siili’s Board of Directors has actively participated in the
double materiality analysis process, studied its results, and
approved the determined materiality threshold and the
final outcome of the process. The Board of Directors has
actively monitored the preparation of the sustainability report
and will monitor the execution on the sustainability targets
to be established on a regular basis, at least annually. All
members of Siili’s Board of Directors are experienced in
various management duties in sectors relevant to Siili, such
as the IT and technology business, and many key customer
sectors, including banking and finance as well as consumer
business. Moreover, all members of the Board of Directors
have served or are serving as board members in listed and
unlisted companies. The educational background of the
members is in technology, law, or business, and they have
wide-ranging national and international expertise in the
Company’s sector, including AI and the data business.
Members of Siili’s Board of Directors also function
in responsible positions at other companies that are
obliged to prepare a sustainable development report.
Furthermore, the Board of Directors has the option
of using external experts to support its efforts.
Committees of the Board of Directors
Siili’s Board of Directors has appointed an Audit Committee
and HR Committee from among its members to assist the
Board of Directors in the preparation of matters. The Board
of Directors has adopted charters for the Committees,
which outline the main duties and operating principles
of the Committees. Following the close of the Annual
General Meeting of Shareholders, the Board of Directors
elects the chairs and members of the Committees. The
Committees do not have independent decision-making
authority, but the Board of Directors makes decisions on
matters prepared by the Committees. The Chair of each
Committee reports on the activities of the Committee in
the Board meeting following a Committee meeting.
Siili’s Audit Committee assists the Board of Directors in
performing its supervisory duty regarding financial and
sustainability reporting and control, risk management as
well as internal and external audit. The Company’s risk
management also encompasses all material sustainability-
related risks. In 2025, the Company integrate the risks
identified in the double materiality analysis and their
management into its business risk management processes.
The HR Committee prepares materials and provides
advice on the personnel of the Company as well as
matters related to the remuneration and incentives of the
Company’s management. The Committee is tasked with,
among other things, reviewing the compatibility of the
HR strategy and business strategy, the results of the job
satisfaction survey, the performance of occupational safety
and health enforcement, the diversity situation, as well
as related plans and policies. In addition, the Committee
prepares the principles underlying the performance and
result criteria of the remuneration schemes and monitors
their achievement. The HR Committee convenes at least
four times a year, and receives all necessary information,
reports and survey results to support its preparatory work.
Chief Executive Officer, Management Team and employees’
representation
Siili’s CEO steers and supervises the Company’s business
and is responsible for the day-to-day operational
management of the Company, productisation as well
as strategy implementation. The CEO also prepares
matters for Board review is responsible for their
implementation. The CEO is responsible for the promotion
of the sustainability programme in accordance with
instructions given by the Board of Directors. The CEO
reports to the Board of Directors on sustainability-
related material impacts, risks and opportunities, as
well as progress towards sustainability targets.
The Company’s Management Team prepares matters
related to sustainability before the CEO presents them
to the Board of Directors and supervises, for its part, the
implementation of sustainability actions as well as impacts,
risks and opportunities related to sustainability at least on
an annual basis in the meetings of the Management Team.
Some of the members of the Management Team
participated in workshops where Siili’s material sustainability
topics were analysed by double materiality analysis. In
addition, the Management Team has used external experts
to support its work related to sustainability topics, and it
continues to have this option in the future. The members
of the Management Team have been chosen for their
positions based on their sectoral and business expertise.
Siili’s employees are represented in the management
team for the Finnish business by a staff representative.
Siili does not have employee representation in
other administrative or supervisory bodies.
Identity of the members of the administrative, management
and supervisory bodies responsible for oversight of impacts,
risks and opportunities
Harry Brade Chair of the Board,
Chair of the HR Committee
Jesse Maula Vice Chair of the Board of Directors,
Member of the Audit Committee,
Member of the HR Committee
Henna Mäkinen Member of the Board,
Chair of the Audit Committee
Katarina Cantell Member of the Board,
Member of the Audit Committee
Member of the HR Committee
Tero Ojanperä Member of the Board,
Member of the HR Committee
Tomi Pienimäki Chief Executive Officer
Aleksi Kankainen Chief Financial Officer
Taru Salo Chief People Officer
Andras Tessenyi Chief Executive Officer,
Supercharge Kft
Maria Niiniharju VP, Private Sector
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14 Siili Solutions Plc – Annual report 2024
BOARD OF DIRECTORS' REPORT
Gender diversity ratio of the bodies, percentage share of
independent Board of Directors’ members
GOV-1 Composition and diversity of the members of the
administrative, management and supervisory bodies
Number of executive and
non‑executive members
Group Management Team 5
persons
Board of Directors 5 persons
Percentage of the members
of the administrative,
management and supervisory
bodies by gender
Board of Directors and
Management Team
40% female
60% male
Board of Directors’ gender
diversity calculated as an
average ratio of female to
male members
0.4
Percentage of Board of
Directors’ members who are
independent
100% independent of the
Company
80% independent of the largest
shareholders
Corporate governance
Siili Solutions Plc is a Finnish public limited liability
company listed on Nasdaq Helsinki Ltd (Helsinki Stock
Exchange). Siili’s corporate governance is based on
legislation in force in Finland, the rules and regulations
issued for listed companies by Nasdaq Helsinki and the
Finnish Financial Supervisory Authority (FIN-FSA) as well
as Siili’s Articles of Association. Corporate governance
in Siili’s subsidiaries is also governed by the laws of the
country of their domicile and by each subsidiary’s Articles
of Association. Siili’s governance and control are rooted
in honesty, accountability, equality and transparency.
In 2024, Siili fully complied with the Corporate Governance
Code 2020 published by the Securities Market Association.
Integration of sustainability-related performance in incentive
schemes
The remuneration policy for Siili’s governing
bodies is defined by the principles governing the
remuneration of the Company’s Board of Directors,
chief executive officer and deputy CEO, if any.
The remuneration policy has been prepared in accordance
with the Shareholder Rights Directive ((EU) 2017/828), which
is primarily implemented in the Finnish Limited Liability
Companies Act (264/2006, as amended), the Securities
Markets Act (746/2012, as amended), Decree 608/2019 of
the Ministry of Finance and the Corporate Governance Code.
Siili’s remuneration principles and the total remuneration
of the administrative, management and supervisory
bodies are described in more detail in the Remuneration
Report and Remuneration Policy. The objective of the
remuneration policy is to promote the Company’s strategy,
long-term financial success and the sustainable growth of
shareholder value. Siili’s sustainability targets or climate-
related actions are not linked to the remuneration system.
DUE DILIGENCE
Siili has integrated compliance with the due diligence
obligation into its corporate governance, strategy and
administration, which adheres to the Finnish Corporate
Governance Code for listed companies. Moreover, Siili
has considered material sustainability topics in its strategy
process, key business processes and operating systems,
policies and ethical guidelines. Siili does not have a
separate due diligence process related to sustainability.
RISK MANAGEMENT AND INTERNAL CONTROLS
OVER SUSTAINABILITY REPORTING
Sustainability reporting is carried out in compliance with
Siili’s principles and processes for regulatory reporting,
risk management and internal control. Internal control
for sustainability reporting has been organised based
on the Group’s governance model for internal control.
The assessment of risks related to sustainability
reporting focuses particularly on reporting related to
risks concerning the highest-materiality impacts, risks
and opportunities based on the double materiality
analysis as well as metrics involving the highest
degree of calculation technical uncertainty.
Prioritisation is made in connection with the risk
assessment primarily based on the materiality of the
sustainability theme being reported and secondarily
on the related calculation technical uncertainty.
Siili’s Board of Directors is informed of internal control
for sustainability reporting as part of other reporting
on internal control. The outcomes of internal control
are monitored, and the control is steered by the
Board of Directors and the Management Team.
Business model, value chain and
strategy
BUSINESS
The Siili Group is an independent provider of information
systems development services, which provides services to
both private companies and the public sector. Siili serves its
customers end-to-end in the planning, development, and
maintenance of digital services. The Siili Group consists of
the parent company Siili Solutions Plc and its subsidiaries.
The subsidiaries are located in Finland, Poland, Germany,
the USA, Hungary, the UK and the Netherlands. The domicile
of Siili Solutions Plc is Helsinki, and its shares are listed on
Nasdaq Helsinki Ltd. Companies of the Siili Group comply
with local legislation and requirements in all of their activities.
Siili does not operate in the fossil fuel, natural gas,
chemical production, controversial weapons or
production of tobacco sectors, and the sale of its
services is not banned in any certain markets.
2024
Total Net Sales EUR 111,899 thousand
Sales of work 96,396
Project deliveries 8,816
Licence sales 1,573
Maintenance and other services 5,114
Total number of workforce with employment contracts by
head count
Area Number of personnel
Finland 623 / 66%
Poland 122 / 13%
Hungary 170 / 18%
Rest of Europe and North America 27 / 3%
Total number of employees 942
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15 Siili Solutions Plc – Annual report 2024
BOARD OF DIRECTORS' REPORT
STRATEGY
Siili has placed artificial intelligence at the core of its strategy.
Siili has three strategic priorities that strengthen its position
as a leading company in the utilisation of artificial intelligence.
– Significant growth in Data and AI business:
We expand our business in the growing market of data
and generative AI, aiming to be the preferred partner for
customers in the GenAI transformation.
– Pioneer in AI-powered digital development:
Vahvistamme asemaamme tekoälyn edelläkävijänä
koko ohjelmistokehityksen elinkaaressa suunnittelusta
toteutukseen ja ylläpitoon. Siilin asiakkaille tämä
tarkoittaa nopeampaa läpimenoaikaa ja Siilille parempaa
tuottavuutta.
– Community of top talent: We strengthen our strong
corporate culture and continuous learning opportunities.
Our goal is to be the most desirable community among
digital development professionals.
Siili’s competitive advantage is its ability to combine
strong software development, AI, and industry
expertise. This unique combination makes Siili a
pioneer in utilizing and developing AI solutions and
strengthening customers’ competitiveness.
In its customer relationships, Siili focuses on large enterprises
and the public sector in Finland, the UK, Germany, and the
Netherlands. Siili will continue to strengthen its delivery
capabilities by expanding its skill base both in Finland and
Eastern Europe, for example in Poland and Hungary.
Siili’s long-term financial goals for 2025–2028 are an annual
revenue growth of 20%, of which organic growth accounts
for about half, and an EBITA of 12% of revenue. The aim is to
keep the ratio of net debt to EBITDA below two and to pay
a dividend corresponding to 30–70% of net profit annually.
Siili’s business and strategy support sustainable
development because IT solutions can be used to reduce
the environmental burden and the use of resources.
Furthermore, Siili places a special emphasis on its social
responsibility for its own employees and those in the value
chain. One of the three strategic goals in Siili’s strategy is
to be a community of top talent. Siili develops its corporate
culture and continuous learning opportunities aiming to be
the most attractive community among digital development
professionals. The key themes with an impact on Siili’s
emplyee experience are remuneration, competence
development, well-being, culture, community spirit and
meaningful customer projects. Siili’s strategic priority
is to be a pioneer in AI-powered digital development
and the preferred partner for customers in generative AI
projects. These strategic goals require the development
of employees’ competencies and allow employees to
participate in meaningful customer projects. Siili has not set
any sustainability-related targets for the financial year 2024,
but it will evaluate and establish these targets in 2025.
VALUE CHAIN
The majority (approximately 90%) of Siili’s business consists
of the sales of work, which means in practice that Siili’s
expert team complements the customer’s own organisation
in designing, developing and maintaining digital services.
In addition, Siili implements projects for its customers and
functions as a retailer of licences. In the sales of work,
the value chain consists of just Siili and the customer. In
these services, Siili utilises both its own personnel and
experts working for Siili on an entrepreneurial contract.
In the sale of end-to-end solutions, the value chain
may begin from the suppliers of licences and off-the-
shelf software used in the project and proceed from
the customers to the end users of digital services. In
addition, the value chain includes a small group of service
providers supporting Siili’s administration and operations,
such as suppliers of work equipment, landlords and
providers of advisory, accounting and IT services.
The most critical resources in Siili’s value chain are
competent employees. Siili invests in its employees’
development opportunities by providing assignments
where they can enhance their expertise. Well-being
at work is maintained and enhanced, among other
things, by focusing on the work community and
culture through various types of training, events and
activities promoting well-being, putting an emphasis on
management and leadership, facilitating flexible ways
of working and providing comprehensive occupational
health services. The recruitment of new employees is
supported by Siili’s strong reputation as an employer.
INTERESTS AND VIEWS OF STAKEHOLDERS
The Siili Group’s key stakeholders are its employees
and potential employees, customers, cooperation
partners, shareholders and the capital markets,
including supervisory authorities, financiers,
the surrounding societies and the media.
Siili engages in dialogue with its stakeholders and
develops its activities based on stakeholder feedback
received. The most important stakeholders with the
most significant impact on the strategy and business are
customers and employees. Siili’s strategy is formulated
on the basis of current and future customer need, and
based on the strategy, an action plan is formed to outline
the development of Siili’s business. At Siili, employees
are encouraged to participate in the continuous
development of the business and service offering.
Employee well-being is also a strategic objective.
Siili updated its strategy in August 2024. In connection with
the strategy initiative, attention was given to the results
of the double materiality analysis and the views of the
key stakeholders, namely customers and employees. The
strategy has artificial intelligence, data and the expertise
of Siili’s employees at its core. The strategy process ran
parallel to the double materiality analysis, and sustainability-
related impacts, risks, and opportunities were taken into
account during the development of the strategy and the
evaluation of different scenarios. AI and data are believed
to offer significant new opportunities for Siili and its
employees in the future, particularly through competence
development. The strategy process was carried out in
spring and summer 2024, and it involved over 100 Siili
employees in various workshops and discussions. Actions
were taken immediately to implement the strategy.
Siili’s strategy work is continuous, and the strategy is
updated when needed. Siili’s Management Team and
Board of Directors monitor the implementation of the
strategy along with changes taking place in the operating
environment as well as key signals from stakeholders in
a systematic manner based on the annual plan and the
established reporting structure of the organisation, in
order to be able to react swiftly to any need to adjust the
strategy. Employee well-being is monitored by the Board of
Directors at least quarterly, and themes related to employee
satisfaction, well-being and development are discussed
by the HR Committee on a regular basis, at least annually.
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16 Siili Solutions Plc – Annual report 2024
BOARD OF DIRECTORS' REPORT
The views of the key stakeholders were considered in the double materiality
analysis, which is described in greater detail hereinafter.
Stakeholders
Stakeholder Main topics
Stakeholder engagement and communication
channels
Employees Development opportunities Growth discussions
Vibemetrics tool
Wellbeing and support by working community Internal meetings and info events
Personnel representation in Finnish Management
Team
Work‑life balance Events and parties
Internal communications channels (e.g. Slack)
Employee Sounding Board
Rewarding and equal remuneration Whistleblowing channel
Potential employees Smooth recruitment process Website, recruitment channels
Interesting employment opportunities
Customers Expertise and know‑how Customer feedback and surveys
Good reputation and ethical practices Meetings, discussions and negotiations
Effective and productive operations Events and conferences
Sufficient resources Website and social media channels
Cooperation partners and
workers in the value chain
Fair and equal treatment of partners Meetings, discussions and negotiations
Productive cooperation Events
Good reputation
Shareholders Development of shareholder value Investor communications
Transparent and topical communications Investor meetings and events
Corporate governance and risk management Annual General Meeting
Good reputation Capital Markets Day
Financiers Good financial performance Meetings, discussions and negotiations
Access to sufficient information
Society Compliance with legislation
Payment of taxes
Employment
Supporting societal development
Media Up‑to‑date interesting information Press releases, discussions and interviews
DOUBLE MATERIALITY ANALYSIS
The due diligence process for Siili’s double materiality
analysis was based on the European Sustainability Reporting
Standards, which include a comprehensive approach to
identify, prevent and mitigate actual and potential negative
impacts on the environment and people connected
with the Company’s activities. In addition, customer and
employee satisfaction surveys were used in the identification
and assessment of impacts, risks and opportunities.
The double materiality analysis was carried out in two
stages, the first during 2022 and the second in spring
2024. In the first stage, stakeholders such as employees,
subcontractors, customers and major shareholders were
engaged in the analysis by soliciting their wishes and needs
using both an online survey and focus group interviews.
At the second stage, the assessment was supplemented
based on the newly-published Directive and by evaluating
the financial materiality of the topics as well as material
impacts, risks and opportunities. At the second stage,
the material sustainability topics were also confirmed.
The exercise involved members of the Management
Team and responsible personnel from various functions,
who also represented the views of other stakeholders.
Based on the double materiality analysis, more
comprehensive data collection, which had already been
prepared from the beginning of 2024, was initiated
and preparations for reporting under the Accounting
Act were undertaken towards the end of the year.
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Material impacts, risks and opportunities of sustainability
MATERIAL IMPACTS, RISKS AND OPPORTUNITIES AND THEIR
INTERACTION WITH STRATEGY AND BUSINESS MODEL
Impact
Sustainability topic Impact description
Type of
impact
Upstream
value chain
Own
operations
Downstream
value chain
Term (Short /
Medium / Long)
Further
information
in section:
E1:
Climate change
mitigation
Greenhouse gas (GHG)
emissions generated by
operations
Negative
impact
x S/M/L E1
Reduction of greenhouse gas
(GHG) emissions
Positive
impact
x x M/L E1
Increase in IT sector
greenhouse gas (GHG)
emissions due to AI solutions
Risk x x M/L E1
S1:
Working conditions
Full freedom of association
for employees and diverse
opportunities to participate in
Siili's decision‑making
Positive
impact
x S/M/L S1
Applicability of employee‑
management collaboration
practices used in Finland to
other operating countries
Risk x S/M/L S1
Working time tracking and
flexible working hours
Positive
impact
x S/M/L S1
Work‑life balance of employees
Positive
impact
x S/M/L S1
S1:
Equal treatment and
opportunities
Development and maintenance
of employee competencies n
Positive
impact
x S/M/L S1
Enhancement of workforce
diversity
Positive
impact
x S/M/L S1
Challenges of increasing
diversity in the IT sector
Negative
impact
x S/M/L S1
Siili provides a safe working
environment for all employees
Opportunity x S/M/L S1
Deterioration of employer
brand if diversity development
is not adequately prioritized
Risk x S/M/L S1
G1:
Corporate culture
Siili’s strong and unique
corporate culture
Positive
impact
x x x S/M/L G1
Siili has identified material impacts, risks and
opportunities related to climate changes as well
as social and governance topics. The material
topics are presented in the adjacent table.
In the double materiality analysis, material negative and
positive impacts, as well as risks, were identified related to
climate change mitigation and greenhouse gas emissions.
With respect to Siili’s employees, the analysis identified
positive impacts and risks related to working conditions
and equal treatment, alongside negative impacts and
opportunities related to equal treatment. A positive impact
associated with corporate culture was identified. The
material impacts, risks and opportunities related to the topics
are described in greater detail in the topic-specific sections.
All material impacts, risks and opportunities are part of the
ESRS disclosure requirements. Siili reports on the material
impacts, risks and opportunities for the first time, so there
are no changes in them compared to previous reporting.
In its strategy process of 2024, the Board of Directors
considered the impacts, risks and opportunities determined
based on the analysis. The well-being and competence
of Siili’s employees are a precondition for the business,
and Siili’s material impacts, risks and opportunities are
closely tied to maintaining and enhancing them. A uniform
corporate culture supports Siili’s business operations. The
material risks and opportunities defined based on the double
materiality analysis did not result in significant financial
impacts during 2024. No foreseeable financial impacts
related to risks and opportunities are reported for 2024.
IDENTIFICATION AND ASSESSMENT OF MATERIAL
IMPACTS, RISKS AND OPPORTUNITIES
Reported sustainability topics and sustainability metrics
are based on a double materiality analysis carried out in
two phases, the first one in 2022 and the second in spring
2024. The main objective of the double materiality analysis
was to identify and assess the Company’s impacts on
the environment, society and governance, and to identify
and assess the sustainability-related impacts, risks
and opportunities that may affect the implementation
of the Company’s strategy and the achievement of its
targets in the short, medium and long term. In assessing
the impacts, risks and opportunities, attention was
paid beyond Siili’s own operations, to upstream and
downstream operators in the value chain as well as
other parties affected by the Company’s operations. The
assessment of Siili’s own functions covered all market
areas, i.e. Finland, the rest of Europe and North America.
In the first stage, stakeholders such as employees,
subcontractors, customers and major shareholders
were engaged in the analysis by soliciting their
perspectives using both an online survey and interviews
of a focus group selected among the stakeholders.
Representatives of management, employees,
Board of Directors, shareholders and customers,
among others, were engaged in the interviews.
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18 Siili Solutions Plc – Annual report 2024
BOARD OF DIRECTORS' REPORT
During the second stage, the assessment was expanded
based on the requirements of the ESRS standard. The
double materiality analysis of 2024 included a review
of all topics listed in the Directive and with the intent to
fully comply with the application requirements as well.
With a view to the nature of Siili’s business, there was no
reason to focus on certain areas, business relations or
actions in its own operations or those in the value chain.
The classification of sustainability impacts, risks and
opportunities was based on a division into subtopics, i.e.
topics, subtopics and sub-sub-topics. The sustainability
topics were mapped in the short term, i.e. the past year,
the medium term covering 1–5 years and the long term
extending longer than 5 years. The total number of
identified impacts, risks and opportunities related to the
topics was 30, of which 10 concerned the environment,
16 pertained to social responsibility and 4 to governance.
These included 13 risks and 8 opportunities.
The impacts, risks and opportunities were assessed and
prioritised by estimating their severity, which reflected their
scope, and for negative impacts, their remediability and
financial materiality. As regards the risks and opportunities
related to the topics, the estimated severity also reflected
their probability of occurrence. Risks associated with human
rights were deemed material due to the severity of the
topic, even if the probability was low. The medium- and
long-term risk associated with climate change mitigation
was prioritised as a sustainability risk, and it was also
deemed material based on stakeholders’ information need.
The scale of measurement for severity, scale and
remediability was a numerical assessment ranging
from 1 to 5, while the estimated financial impact of
Siili’s various risk categories ranged from very low to
very high. On this scale, a very low impact means an
impact of less than 1% on revenue or profitability, an
impact of 2–5% is regarded as medium and an impact
of 5–10% as high. A very significant impact means
an impact of over 10% on revenue or profitability.
At a threshold value of 2, there were a total of 13
material impacts and 7 financially material impacts.
The process was carried out through workshops
involving members of the Management Team
and responsible personnel from various functions
who preented stakeholders’ views.
The results of the double materiality analysis
emphasised in particular social responsibility and its
sub-topics: equal treatment, working conditions and
diversity. Another topic found relevant was corporate
culture, which is supported by corporate governance,
policies and processes. As regards environmental
responsibility, the most relevant topics proved to
be climate change mitigation and greenhouse gas
emissions. Based on the materiality analysis, topics
material from the perspective of the Company’s
operations, services and stakeholders were chosen.
Siili’s Board of Directors confirmed the material topics
in its meeting on 12 August 2024. Towards the end of
2024, preparations were launched for reporting under
the Accounting Act. In this context, the datapoints
to be reported on each topic were determined
based on the Sustainability Reporting Standards
and consulting EFRAG’s Implementation Guidance,
and the collection of required data was initiated.
Going forward, Siili will review its double materiality
analysis on an annual basis as part of its regular
business development. Siili will update and complement
the double materiality analysis more extensively
every other year. The identification, assessment and
management process of sustainability-related impacts,
risks and opportunities will be integrated into the
overall risk management process. The integration of
the targets and metrics to be determined based on
the double materiality analysis into Siili’s management
system will be planned and implemented during
the financial year 2025. The double materiality
analysis will be reviewed during H2/2025.
ASSESSMENT OF OTHER
ENVIRONMENTAL TOPICS
Given the nature of Siili’s business, which is based on the
sale of work, environmental topics pertaining to degradation,
water and marine resources, biodiversity, ecosystems,
resource use and the circular economy were deemed not
material with respect to Siili’s business and value chain.
Consequently, they were excluded from a more thorough
assessment after an initial discussion. As a result, Siili
did not screen or evaluate the locations of its sites, its
business, assets or value chain from the perspective of
impacts, risks, opportunities and dependencies concerning
degradation, water and marine resources, biodiversity,
ecosystems, resource use and the circular economy.
Siili’s sites are offices, and therefore their location in
or near biodiversity-sensitive areas was not speficially
evaluated. In the double materiality analysis, Siili did not
evaluate dependencies, systemic risks, transition risks,
physical risks or opportunities related to biodiversity and
ecosystems. Due to the nature of its business, Siili did
not find it necessary to implement mitigation measures
related to biodiversity. No separate consultations were
conducted with respect to environmental topics.
DISCLOSURE REQUIREMENTS IN ESRS COVERED
BY THE SUSTAINABILITY STATEMENT
The material disclosure requirements and datapoints
reported in Siili’s sustainability statement have been
determined in accordance with EFRAG Implementation
Guidance 3 and the ESRS. The datapoints to be reported
were determined with a view to Siili’s business and the
outcome of the double materiality analysis, based on
the topic-specific standards, sub-topics and sub-sub-
topics material to the Company. The evaluation process
concerning the materiality of the topics, including the
materiality threshold, is described in the IRO-1 section.
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BOARD OF DIRECTORS' REPORT
List of disclosure requirements complied with
Standard Disclosure Requirement Section in the Sustainability Statement
ESRS 2 BP‑1 Basis of preparation
BP‑2 Basis of preparation
GOV‑1 – GOV‑5 Governance of sustainability themes; Governance and strategy of
sustainability
SBM‑1 – SBM‑3 Governance and strategy of sustainability
IRO‑1 Business model, value chain and strategy
IRO‑2 Disclosure requirements in ESRS covered by the sustainability
statement
ESRS E1 E1 GOV‑3 Integration of sustainability‑related performance in incentive schemes
E1‑1 Targets and metrics
E1 SBM‑3 Material impacts, risks and opportunities related to climate change
mitigation
IRO‑1 Material impacts, risks and opportunities related to climate change
mitigation
E1‑2 Policies
E1‑3 Actions and progress towards targets in 2024
E1‑4 Targets and metrics; Actions and progress towards targets in 2024
E1‑5 Targets and metrics
E1‑6 Targets and metrics
ESRS E2 IRO‑1 Assessment other environmental topics
ESRS E3 IRO‑1 Assessment other environmental topics
ESRS E4 IRO‑1 Assessment other environmental topics
ESRS E5 IRO‑1 Assessment other environmental topics
ESRS S1 S1 SBM‑2 Interests and views of stakeholders
SBM‑3 Interests and views of stakeholders
S1‑1 Social Responsibility
S1‑2 Policies
S1‑3 Policies
S1‑4 Policies
S1‑5 Policies
S1‑6 Policies
S1‑7 Metrics
S1‑8 Metrics
S1‑9 Metrics
S1‑13 Metrics
S1‑15 Metrics
S1‑17 Metrics
ESRS G1 G1 GOV‑1 Governance and strategy of sustainability
G1‑1 Governance and strategy of sustainability
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BOARD OF DIRECTORS' REPORT
List of datapoints in cross-cutting and topical standards that derive from other EU legislation in accordance with ESRS 2 Appendix B
Disclosure Requirement and related datapoint SFDR reference Pillar 3 reference
Benchmarks
Regulation reference
EU Climate Law
reference
Location in the sustainability statement
/ not material
ESRS 2 GOV‑1
Board’s gender diversity paragraph 21 (d)
x x
Table: Board of Directors’ gender diversity
calculated as an average ratio of
female to male members
ESRS 2 GOV‑1
Percentage of board members who are independent paragraph 21 (e)
x
Table: Composition and diversity of
the members of the administrative,
management and supervisory bodies,
percentage of Board of Directors’ members
who are independent
ESRS 2 GOV‑4
Statement on due diligence paragraph 30
x Due diligence
ESRS 2 SBM‑1
Involvement in activities related to fossil fuel activities paragraph 40 (d) i
x x x Not material
ESRS 2 SBM‑1
Involvement in activities related to chemical production paragraph 40 (d) ii
x x Not material
ESRS 2 SBM‑1
Involvement in activities related to controversial weapons paragraph 40 (d) iii
x x Not material
ESRS 2 SBM‑1
Involvement in activities related to cultivation and production of tobacco paragraph 40 (d) iv
x Not material
ESRS E1‑1
Transition plan to reach climate neutrality by 2050 paragraph 14
x E1: Targets and metrics
ESRS E1‑1
Undertakings excluded from Paris‑aligned Benchmarks paragraph 16 (g)
x x Not material
ESRS E1‑4
GHG emission reduction targets paragraph 34
x x x
E1: Actions and progress towards targets
in 2024
ESRS E1‑5
Energy consumption from fossil sources disaggregated by sources (only high climate impact sectors) paragraph 38
x Not material
ESRS E1‑5
Energy consumption and mix paragraph 37
x E1: Metrics
ESRS E1‑5
Energy intensity associated with activities in high climate impact sectors paragraphs 40 to 43
x Not material
ESRS E1‑6
Gross Scope 1, 2, 3 and Total GHG emissions paragraph 44
x x x E1: Metrics
ESRS E1‑6
Gross GHG emissions intensity paragraphs 53 to 55
x x x E1: Metrics
ESRS E1‑7
GHG removals and carbon credits paragraph 56
x Not material
ESRS E1‑9
Exposure of the benchmark portfolio to climate‑related physical risks paragraph 66
x Not material
ESRS E1‑9
Disaggregation of monetary amounts by acute and chronic physical risk paragraph 66 (a)
ESRS E1‑9
Location of significant assets at material physical risk paragraph 66 (c)
x Not material
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Disclosure Requirement and related datapoint SFDR reference Pillar 3 reference
Benchmarks
Regulation reference
EU Climate Law
reference
Location in the sustainability statement
/ not material
ESRS E1‑9
Breakdown of the carrying value of its real estate assets by energy-efficiency classes paragraph 67 (c)
x Transitional provision applied
ESRS E1‑9
Degree of exposure of the portfolio to climate‑related opportunities paragraph 69
x Transitional provision applied
ESRS E2‑4
Amount of each pollutant listed in Annex II of the E‑PRTR Regulation (European Pollutant Release and Transfer Register) emitted to air, water
and soil, paragraph 28
x Not material
ESRS E3‑1
Water and marine resources paragraph 9
x Not material
ESRS E3‑1
Dedicated policy paragraph 13
x Not material
ESRS E3‑1
Sustainable oceans and seas paragraph 14
x Not material
ESRS E3‑4
Total water recycled and reused paragraph 28 (c)
x Not material
ESRS E3‑4
Total water consumption in m3 per net revenue on own operations paragraph 29
x Not material
ESRS 2 – IRO‑1 – E4
paragraph 16(a)(i)
x Not material
ESRS 2 – IRO‑1 – E4
paragraph 16(b)
x Not material
ESRS 2 – IRO‑1 – E4
paragraph 16(c)
x Not material
ESRS E4‑2
Sustainable land / agriculture practices or policies paragraph 24 (b)
x Not material
ESRS E4‑2
Sustainable oceans / seas practices or policies paragraph 24 (c)
x Not material
ESRS E4‑2
Policies to address deforestation paragraph 24 (d)
x Not material
ESRS E5‑5
Non‑recycled waste paragraph 37 (d)
x Not material
ESRS E5‑5
Hazardous waste and radioactive waste paragraph 39
x Not material
ESRS 2 – SBM‑3 – S1
Risk of incidents of forced labour paragraph 14 (f)
x S: Social responsibility
ESRS 2 – SBM‑3 – S1
Risk of incidents of child labour paragraph 14 (g)
x S: Social responsibility
ESRS S1‑1
Human rights policy commitments paragraph 20
x S: Policies
ESRS S1‑1
Due diligence policies on issues addressed by the fundamental International Labor Organisation Conventions 1 to 8, paragraph 21
x S: Policies
ESRS S1‑1
Processes and measures for preventing trafficking in human beings paragraph 22
x S: Policies
ESRS S1‑1
Workplace accident prevention policy or management system paragraph 23
x S: Policies
ESRS S1‑3
Grievance/complaints handling mechanisms paragraph 32 (c)
x S: Policies
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Disclosure Requirement and related datapoint SFDR reference Pillar 3 reference
Benchmarks
Regulation reference
EU Climate Law
reference
Location in the sustainability statement
/ not material
ESRS S1‑14
Number of fatalities and number and rate of work‑related accidents paragraph 88 (b) and (c)
x x Not material
ESRS S1‑14
Number of days lost to injuries, accidents, fatalities or illness paragraph 88 (e)
x Not material
ESRS S1‑16
Unadjusted gender pay gap paragraph 97 (a)
x x
S: Actions and progress towards targets in
2024
ESRS S1‑16
Excessive CEO pay ratio paragraph 97 (b)
x S: Metrics
ESRS S1‑17
Incidents of discrimination paragraph 103 (a)
x S: Metrics
ESRS S1‑17
Non‑respect of UNGPs on Business and Human Rights and OECD Guidelines paragraph 104 (a)
x x S: Metrics
ESRS 2 – SBM‑3 – S2
Significant risk of child labour or forced labour in the value chain paragraph 11 (b)
x Not material
ESRS S2‑1
Human rights policy commitments paragraph 17
x Not material
ESRS S2‑1
Policies related to value chain workers paragraph 18
x Not material
ESRS S2‑1
Non‑respect of UNGPs on Business and Human Rights principles and OECD guidelines paragraph 19
x x Not material
ESRS S2‑1
Due diligence policies on issues addressed by the fundamental International Labor Organisation Conventions 1 to 8, paragraph 19
x Not material
ESRS S2‑4
Human rights issues and incidents connected to its upstream and downstream value chain paragraph 36
x Not material
ESRS S3‑1
Human rights policy commitments paragraph 16
x Not material
ESRS S3‑1
Non‑respect of UNGPs on Business and Human Rights, ILO principles or OECD guidelines paragraph 17
x x Not material
ESRS S3‑4
Human rights issues and incidents paragraph 36
x Not material
ESRS S4‑1
Policies related to consumers and end‑users paragraph 16
x Not material
ESRS S4‑1
Non‑respect of UNGPs on Business and Human Rights and OECD guidelines paragraph 17
x x Not material
ESRS S4‑4
Human rights issues and incidents paragraph 35
x Not material
ESRS G1‑1
United Nations Convention against Corruption paragraph 10 (b)
x G1: Policies
ESRS G1‑1
Protection of whistleblowers paragraph 10 (d)
x G1: Policies
ESRS G1‑4
Fines for violation of anti‑corruption and anti‑bribery laws paragraph 24 (a)
x x Not material
ESRS G1‑4
Standards of anti‑corruption and anti‑bribery paragraph 24 (b)
x Not material
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BOARD OF DIRECTORS' REPORT
ENVIRONMENT
A taxonomy of sustainable finance in the European Union
In 2020, the European Union adopted the so-called
sustainable finance taxonomy, which obliges companies to
report how the business they conduct affects certain, more
precisely defined environmental goals in the regulation.
The reportable goals and criteria have been defined for
climate change mitigation and the adaptation to climate
change, sustainable use and protection of water and
marine resources, the transition to a circular economy and
the prevention and reduction of environmental pollution,
as well as the protection and restoration of biodiversity
and ecosystems. Taxonomy-eligibility indicates whether a
given economic activity falls within the scope of activities
defined in the EU’s Taxonomy Regulation. Meanwhile,
taxonomy alignment indicates the sustainability of an eligible
economic activity in terms of the technical evaluation criteria
“significant contribution” and “do no significant harm”.
Taxonomy-aligned economic activity must also comply with
minimum safeguards. This means that sustainable activities
must respect a minimum level of human rights and comply
with good business practices. Siili has assessed taxonomy
eligibility and alignment against of all of these criteria.
Siili’s assessment of taxonomy-eligible business activities
is based on the European Commission’s Delegated
Regulation. Taxonomy eligibility indicates whether an
economic activity falls within the scope of activities defined
in the EU Taxonomy Regulation. Taxonomy alignment, on
the other hand, describes the sustainability of an economic
activity in accordance with the technical screening criteria
for substantial contribution and “do no significant harm”
(DNSH) assessments. To be considered taxonomy-aligned,
an economic activity must also comply with minimum
safeguards. This means that sustainable activities must
respect fundamental human rights and adhere to good
governance practices. Based on the Regulation, Siili’s
taxonomy-eligible business activities related to climate
change adaptation include providing expertise in the field
of information technology, developing, modifying, testing,
and supporting software, designing computer systems that
integrate computer hardware, software, and communication
technologies, managing and operating clients' computer
systems or data processing facilities on-site, as well as other
professional and technical activities related to computing.
Siili operates broadly in the field of IT consultancy and
provides clients with expert services in information
technology. Therefore, its business activities are taxonomy-
eligible insofar as they relate to climate change adaptation.
If a client engagement does not pertain to climate change
adaptation, it is not considered taxonomy-eligible.
In terms of taxonomy alignment, Siili’s business is primarily
evaluated in terms of the criteria defined for Information
and communication under the Commission Delegated
Regulation. Regarding climate change mitigation, the
criteria under “8.2 Data-driven solutions for GHG emissions
reductions” under the Delegated Regulation and regarding
climate change adaptation the criteria under “8.2 Computer
programming, consultancy and related activities” under
the Delegated Regulation apply to Siili’s business. In
addition, with respect to the circular economy criteria,
“4.1 Provision of IT/OT data-driven solutions” and “5.6
Marketplace for the trade of second-hand goods for
reuse” could be applicable, for example, when Siili provides
consulting services for the development of online shops.
Siili has assessed the taxonomy eligibility and taxonomy
alignment of its business activities. The assessment was
conducted by reviewing all customer engagements
within the Siili Group against the EU Taxonomy criteria.
Based on the initial analysis, a smaller subset of
engagements was selected for further examination,
where the evaluation was refined in more detail.
Following this, revenue, operating expenditure, and
capital expenditure data related to taxonomy-eligible
engagements were collected from financial reporting.
For the year 2024, Siili has identified a few taxonomy-
eligible customer engagements related to climate
change adaptation. The identified taxonomy-
eligible revenue accounted for less than 1% of
Siili's total revenue. No taxonomy-eligible operating
or capital expenditures were identified.
Siili has evaluated the taxonomy eligibility and taxonomy
alignment of its business. For 2024, Siili has not identified
any directly taxonomy-aligned business, since according to
the assessment conducted, the taxonomy-eligible activities
did not fulfil the criterion of contributing substantially
to the achievement of at least one environmental
objective. However, Siili has participated in numerous
customer projects that indirectly support objectives
aligned with the EU’s sustainable finance taxonomy.
Siili will continue to actively identify taxonomy-
eligible customer assignments and participate
in projects that meet the taxonomy criteria.
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SUBSTANTIAL CONTRIBUTION CRITERIA DNSH CRITERIA (”DOES NOT SIGNIFICANTLY HARM”)
Economic Activities
Code
Turnover
Proportion of Turnover, 2023 (%)
Climate Change Mitigation (%)
Climate Change Adaptation (%)
Water (%)
Pollution (%)
Circular Economy (%)
Biodiversity (%)
Climate Change Mitigation (Y/N)
Climate Change Adaptation ((Y/N)
Water (Y/N)
Pollution (Y/N)
Circular Economy (Y/N)
Biodiversity (Y/N)
Minimum Safeguards (Y/N)
Proportion of Taxonomy-
aligned (A.1) or -eligible (A.2)
turnover, 2022 (%)
Category enabling activity (E)
Category transitional activity (T)
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
Turnover of environmentally sustainable activities (Taxonomy-aligned) (A.1) - %
Of which enabling
Of which transitional
A.2. Taxonomy-eligible but not environmentally sustainable activities
(not Taxonomy-aligned activities)
Computer programming, consultancy and related activities CCA 8.2 896 1%
N/EL EL N/EL N/EL EL N/EL
Turnover of Taxonomy-eligible but not environmentally sustainable activities
(not Taxonomy-aligned activities) (A.2)
896 1%
100%
Total (A.1. + A.2) 896 1%
100%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Turnover of Taxonomy‑non‑eligible activities
111,003 99%
Total (A+B) 111,899 100%
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SUBSTANTIAL CONTRIBUTION CRITERIA DNSH CRITERIA (”DOES NOT SIGNIFICANTLY HARM”)
Economic Activities
Code
CapEx
Proportion of CapEx, 2023 (%)
Climate Change Mitigation (%)
Climate Change Adaptation (%)
Water (%)
Pollution (%)
Circular Economy (%)
Biodiversity (%)
Climate Change Mitigation (Y/N)
Climate Change Adaptation (Y/N)
Water (Y/N)
Pollution (Y/N)
Circular Economy (Y/N)
Biodiversity (Y/N)
Minimum Safeguards (Y/N)
Proportion of Taxonomy-
aligned (A.1) or
-eligible (A.2) CapEx, 2022 (%)
Category enabling activity (E)
Category transitional activity (T)
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
CapEx of environmentally sustainable activities (Taxonomy-aligned) (A.1) - %
Of which enabling
Of which transitional
A.2. Taxonomy-eligible but not environmentally sustainable activities
(not Taxonomy-aligned activities)
CapEx of Taxonomy-eligible but not environmentally sustainable activities
(not Taxonomy-aligned activities) (A.2)
- %
Total (A.1. + A.2) - %
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
CapEx of Taxonomy‑non‑eligible activities
‑ %
Total (A+B) - 100%
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SUBSTANTIAL CONTRIBUTION CRITERIA DNSH CRITERIA (”DOES NOT SIGNIFICANTLY HARM”)
Economic Activities
Code
OpEx
Proportion of OpEx, 2023 (%)
Climate Change Mitigation (%)
Climate Change Adaptation (%)
Water (%)
Pollution (%)
Circular Economy (%)
Biodiversity (%)
Climate Change Mitigation (Y/N)
Climate Change Adaptation (Y/N)
Water (Y/N)
Pollution (Y/N)
Circular Economy (Y/N)
Biodiversity (Y/N)
Minimum Safeguards (Y/N)
Proportion of Taxonomy-
aligned (A.1) or -eligible (A.2)
OpEx, 2022 (%)
Category enabling activity (E)
Category transitional activity (T)
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
OpEx of environmentally sustainable activities (Taxonomy-aligned) (A.1) - %
Of which enabling
Of which transitional
A.2. Taxonomy-eligible but not environmentally sustainable activities
(not Taxonomy-aligned activities)
OpEx of Taxonomy-eligible but not environmentally sustainable activities
(not Taxonomy-aligned activities) (A.2)
- %
Total (A.1. + A.2) - %
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
OpEx of Taxonomy‑non‑eligible activities
‑ %
Total (A+B) - 100%
Nuclear energy related activities
The undertaking carries out, funds or has exposures to research, development,
demonstration and deployment of innovative electricity generation facilities that
produce energy from nuclear processes with minimal waste from the fuel cycle.
NO
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E: Environment
Based on the double materiality analysis, environmental
topics material to Siili are related to climate change
mitigation stemming from the increase in greenhouse
gases due to artificial intelligence. Stakeholders’ and
customers’ climate targets are another important factor,
and Siili acknowledges its role in contributing to these
targets. In addition, the EU’s tightening regulation may
extend to ICT solutions in the medium and long term.
E1 Climate Change
Material impacts, risks and opportunities
related to change mitigation
Siili Solutions has identified material impacts related to
climate change mitigation both in its value chain and its
own operations. Climate change adaptation or physical
climate change risks have not been proven material
topics for Siili. Neither does Siili have property prone to
damage caused by exceptional weather conditions.
Negative impacts
Climate change mitigation and greenhouse gas
emissions: Siili’s own operations generate greenhouse
gases in the environment. The most significant amount
of greenhouse gases in the entire value chain is caused
in Siili’s value chain, and not in Siili’s own operations.
Positive impacts
Climate change mitigation and greenhouse gas emissions:
Siili seeks to contribute to slowing down climate change
by taking actions to reduce emissions. Many of Siili’s
customers have set climate targets, and as part of their
value chain, Siili must seek to both reduce its own emissions
and report on its climate impacts to its customers.
The climate is also a material topic to the personnel and
investors. Thus, stakeholders place an requirement on
Siili to actively engage in climate change mitigation.
Risks
Climate change mitigation and greenhouse gas emissions:
In the medium and long term, the greenhouse emissions of
the IT sector may increase for example due to AI solutions
as a result of their high energy need if there is not enough
renewable energy available or it is not used for other
reasons. AI is at the core of Siili’s strategy, and therefore
the emissions of Siili and its customers may increase. The
growth in emissions may raise Siili’s costs if the Company
begins to compensate its emissions or if regulation imposes
a payment obligation on Siili for its emissions in the future.
If the risk materialises, Siili will respond to the situation
with actions available at the time. Siili analyzed its strategy
and business resilience as part of the strategic process
conducted in the summer of 2024. The resilience analysis
did not include climate scenario analyses, but transition risks
are assessed to be low, and physical risks are considered
very low in the short, medium, and long term. The results of
the strategic scenario analysis are entirely Siili’s business
secrets. Over the medium and long term, the strategy is
also expected to evolve, driving business development.
Therefore, Siili has strong resilience to address this risk.
Targets and metrics
The most significant environmental impacts of the ICT
sector are caused by greenhouse gas emissions, whose
share of global emissions is relatively small. The impact of
the sector and digitalisation on greenhouse gas emissions
is two-way: on one hand, many solutions and services
generate emissions reductions, and on the other hand,
servers and their use cause emissions. Siili’s objective is
to support its customers in developing various solutions
reducing environmental impacts, and on the other hand,
to reduce its own environmental impacts through various
actions. A third objective is to monitor the growth of the
energy need caused by the use of AI applications and the
resulting growth in greenhouse gas emissions in the future.
The majority of total emissions in Siili’s value chain are
created downstream, i.e., from the use of digital services by
customers and end users. The calculation of the greenhouse
gas emissions caused by services is not yet systematic,
but it is being developed actively. It is possible to have
an impact on the emissions of a service by improving
the energy-efficiency of the software and optimising its
functionalities. Indeed, it is Siili’s objective to enhance
its expertise in this regard, so that it can contribute by
developing lower-emission services for its customers.
Siili’s own operations generate only limited environmental
impacts since Siili’s energy intensity as an expert
organisation is low and its operations do not involve any
other factors that burden the environment. Siili’s objective
is to undertake active climate actions and thereby
strengthen its reputation as a responsible operator in
its sector. Siili has not yet set measurable, group-level
targtes for emission reductions, but the targets will be set
during 2025. Simultaneously, Siili will set up processes
by which the impacts and effectiveness of principles
and actions are measured. In accordance with the
continuous improvement policy, Siili seeks to reduce all of
its environmental impacts, putting effort into identifying,
measuring and reporting on them on an ongoing basis.
Siili’s most significant direct environmental impacts
are caused by greenhouse gas emissions stemming
from, among other things, the procurement of products
and services, commuting and business travel as well
as office and equipment waste. Siili has calculated its
emissions but aims to improve the accuracy of emissions
calculation further and prepare a transition plan during
2025. Especially the aim is to reduce the use of monetary
values in emission calculation of scope 3 goods and
services and replace said monetary values with more
specific good and service specific measuring units. More
accurate emissions calculation will facilitate the setting
of measurable emissions targets and the preparation of a
transition plan, which have not been implemented yet.
The core of Siili’s strategy consists of AI, the use of which
is estimated to cause a significant increase in the need for
energy in the future. As a result, a situation may emerge that
fossil-free energy production does not grow at a comparable
pace, and the use of fossil energy sources may increase
further. This trend has already been evident in the emissions
of data centres. Siili monitors the impacts of using artificial
intelligence and aims to consider and minimise the emission
impacts across the value chain from the planning stage.
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Energy consumption and mix
1
Energy consumption and mix (37) 2024
Total energy consumption from fossil sources (Mwh)
2
(37a)
788.3
Share of fossil sources in total energy consumption
(%) (37a)
57.3%
Consumption from nuclear sources (Mwh) (37b) 65.5
Share of consumption from nuclear sources in total
energy consumption (%) (AR34)
4.8%
Total energy consumption from renewable sources
(MWh) (37c)
522.3
Fuel consumption for renewable sources (MWh) 0,0
Consumption of purchased or acquired electricity, heat,
steam, and cooling from renewable sources (MWh) (37c ii)
522.3
Consumption of self‑generated non‑fuel renewable
energy (MWh)
0,0
Share of renewable sources in total energy consumption
(%) (AR34)
38.0%
Total energy consumption (MWh) (37) 1,376.1
1 The fossil energy category encompasses the consumption of all energy whose source is not
verified by a guarantee of origin certificate. Hence, the fossil energy category may also include
consumption of energy from other sources.
2 Consumption of energy from fossil sources is reported in market-based terms.
Greenhouse gas (GHG) emissions
Base year (2019) N (2024) % N / N-1
Scope 1 GHG emissions
Gross Scope 1 GHG emissions (tCO2eq)
1
19.4 16.5 ‑14.9%
Scope 2 GHG emissions
Gross location‑based Scope 2 GHG emissions (tCO2eq) 179.8 299.9 66.8%
Gross market‑based Scope 2 GHG emissions (tCO2eq)
266.9 338.6 26.9%
Significant Scope 3 GHG emissions (51) (tCO2eq)
Total gross indirect greenhouse gas (GHG) emissions (Scope 3)
(tCO2‑eq).
1,385.1 1,818.1 31.3%
1 Purchased goods and services
2
715.6 1,311.3 83.2%
2 Capital goods 168.0 45.8 ‑72.7%
3 Fuel and energy‑related activities
(not included in Scope1 or Scope 2 emissions)
12.9 76.3 491.5%
5 Waste generated in operations
3
9.5 14.8 55.8%
6 Business travelling 292.7 170 ‑41.9%
7 Employee commuting 164.8 171.2 3.9%
8 Upstream leased assets 21.5 28.7 33.5%
Total GHG emissions
Total GHG emissions (location‑based) (tCO2eq) 1,584.3 2,134.5 34.7%
Total GHG emissions (market‑based) (tCO2eq) 1,671.4 2,173.2 30.0%
GHG intensity per net revenue Comparative N %N / N-1
Total GHG emissions (location‑based) per net revenue
(tCO2eq/Monetary unit)
19.1 tCO2/mEUR
Total GHG emissions (market‑based) per net revenue
(tCO2eq/Monetary unit)
19.4 tCO2/mEUR
1 Includes the emissions of the entire Siili Group.
2 Purchased goods and services include, among other things, the greenhouse gas emissions attributable to Siili Group’s subcontracting. The subcontracting GHG emissions come from similar
emission sources and in similar proportions as those of Siili’s own employees. Hence, it was possible to incorporate relevant emission sources and factors by service into the calculation.
The “Purchased goods and services category” includes various services beyond subcontracting, such as advisory, IT, accounting as well as marketing and communication services. As
service-specific GHG emissions or emission factors are unavailable from the providers, the calculation is based on the cost of the services in euro terms. In addition, the “Goods and services”
category includes the Siili Group’s food and beverage purchases, whose GHG emissions were calculated based on the cost in euros instead of the product-specific emission factor.
3 Normal office waste (incl. paper waste) and electronics waste is generated in the operations of the Siili Group. The greenhouse gas emissions attributable to waste were estimated based on
site square footage and workforce size.
Policies
Climate change mitigation actions in line with Siili’s
targets are steered by the Code of Conduct, in addition
to internal policies, rules and guidelines concerning
rented premises, products and services to be leased
and bought, commuting and business travel. When
renewing rental contracts. These policies encourage
employees to make more sustainable choices in terms
of emissions and environmental impact. Siili’s policy is
to seek to prioritise premises where renewable energy
is used. Furthermore, products and equipment leased
for the Company are procured with a preference for
low-emission and energy-efficient options. As regards
commuting, bicycling and public transit are encouraged.
Efforts are made to replace business travel by holding
meetings remotely. Furthermore, when arranging
events, efforts are made to reduce food waste, and
instructions are in place to sort different waste in offices.
Emissions calculation, especially with respect to
Scope 3 emissions, is largely based on the volume
of each product or service in euro terms, without
consideration of the unit-specific emissions factor
and environmental impacts of the product or service.
Development of the calculation in 2025 will enable
more detailed monitoring of Scope 3 emissions in
particular as well as the planning of future actions.
Greenhouse Gas Emissions Accounting Principles
The calculation of Siili Solutions' greenhouse gas (GHG)
emissions is based on the GHG Protocol Corporate
Standard and the GHG Protocol Corporate Value Chain
(Scope 3) Accounting and Reporting Standard.
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The following emission factor sources have
been used in the calculation methods:
Energy Consumption
(Electricity, District Heating, and Fuels):
– European electricity grid residual mix (AIB, 2023)
– International electricity emission factor sources
(Carbon Footprint Ltd, 2023 & 2024)
– Finnish district heating emission data
(Energiateollisuus, 2023)
– National energy statistics (Statistics Finland, 2023)
Purchased Goods and Services:
– Sector-specific emission factor sources
(DEFRA, 2021 & 2024)
– Ecoinvent database across different versions
(Ecoinvent 3.8, 3.10, 3.11)
– IDEMAT (2023) and INIES (2022)
Business Travel and Hotel Accommodations:
– ICAO’s emission calculation tool for air travel
(ICAO, 2024)
– Average hotel emission data
(Hotel Footprinting Tool, 2025)
– VR Group’s railway emission calculations
(VR Group, 2023)
Commuting:
– Bicycle and car emissions comparison
(Bikeradar, 2020)
– Finnish Environment Institute’s consumption-based
carbon footprint data
(Finnish Environment Institute, 2019)
The selection of emission factor sources has prioritized
up-to-date data, geographical relevance, and the
use of standardized databases. The uncertainties
associated with the selected emission factors
mainly concern economic emission factors based
on sector averages, as well as estimated hotel
overnight stays in business travel calculations.
Calculation Methods and Assumptions
Scope 1 & 2:
Emissions have been calculated using both market-
based and location-based electricity emission factors.
Heat consumption estimates are based on floor
area, and the electricity emission factor is selected
either contractually or based on the residual mix.
Scope 3:
The emissions from purchased goods and services
have primarily been estimated using economic
emission factors, but some suppliers have provided
primary emissions data (90% of emissions are based
on financial data, 5% were calculated using proxy
datasets, and 4% were based on supplier-reported
values). For business travel emissions, country-specific
average hotel emission factors have been applied.
Uncertainties in the calculation are particularly
related to economic emission factors for goods and
services, which are based on sector averages rather
than precise product- or service-specific factors.
Siili Solutions reports Scope 1 biogenic emissions
separately, which amounted to 1.0 tCO2e in
the reporting year 2024. Scope 2 and Scope 3
biogenic emissions have not been calculated, as
the company does not have significant sources of
biofuels or biomass use in energy production. Should
there be changes in the company's operations or
operating environment, the coverage of biogenic
emissions will be reassessed in future reporting.
Actions and progress towards targets in 2024
Siili is an expert organisation, and therefore it
develops the depth and scope of its expertise on a
continuous basis. Since the reduction of greenhouse
gas emissions has emerged increasingly as a topic
in customer projects, Siili seeks to strengthen its
customers’ knowledge of the emissions of digital
services and possibilities to reduce them. In 2024 Siili
focused particularly on sharing information internally
and on enhancing emission calculation, especially
regarding customer- and service-specific calculation.
In addition, when entering new rental contracts, Siili
has sought to shift to renewable-energy contracts. In
2025, Siili’s Board of Directors will establish a set of
targets concerning the reduction of GHG emissions.
Additionally, Siili will prepare a transition plan and
continue to develop carbon footprint calculation under
the GHG Protocol. The carbon footprint calculation will
be conducted with the assistance of an external expert
partner. In 2024, Siili did not have other specifically
allocated resources for the implementation of climate
change-related actions, and the Company plans to
implement its actions in 2025 with its current personnel
resources, and with respect to carbon footprint
calculation, in cooperation with an external partner.
Siili Solutions has calculated the carbon footprint of its
own operations in accordance with the GHG Protocol.
The calculation covers the emissions of own operations
throughout the value chain (Scope 1, 2 & 3). Total
emissions in 2024 amounted to 2x,173.2xxx t CO2e,
mainly stemming from products and services purchased,
waste generated, business travel and commuting
and leased property. Total emissions were higher
than in 2023 especially due to an increase in Scope 3
emissions, particularly purchased products and services.
S: Social responsibility
Siili’s social responsibility concerns primarily
its own employees and the network of experts
supplementing their expertise. The focus of Siili’s
social responsibility is on fulfilling its responsibility
as an employer. Thriving in the competition for
the best workforce and expertise in the IT sector
hinges on providing employees with a good working
environment, practices that support occupational
well-being, fair and competitive remuneration and
opportunities for competence development.
Based on the double materiality analysis, Siili’s material
social responsibility topics relate to its own workforce,
which included in the analysis also experts who are
not employees but participate in customer projects on
a contractual basis, i.e. as independent entrepreneurs.
The sale of work by Siili relies on the employees’
professional expertise and motivated effort. Siili’s
own workforce performs demanding expert work, and
Siili’s value or supply chain does not include working
environments exposed to the risk of child labour or
forced labour. Hence, child and forced labour are not
material topics for Siili. Siili has not prepared a transition
plan for climate change, and therefore related material
impacts on own workforce have not been identified.
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S1 Own workforce
Material impacts, risks and opportunities
related to own workforce
Positive impacts
Freedom of association, the existence of works councils
and the information, consultation and participation rights
of workers: Employees have full rights of association
in all countries of operation. Employees also have
a representation in many governance bodies and
various opportunities to have an impact on decision
making. The highest number of impact mechanisms are
place in Finland where the majority of the employees
work. The collective bargaining agreement used in
Finland was made at the employees’ initiative. In all
countries of operation, human resources management
is conducted in compliance with local legislation.
Working time: Siili’s employees have a good
balance between work and leisure time, and
their working hours are monitored and managed
actively. Due to flexible working hours, personnel
are free to work at times that suit them best. This
arrangement enhances Siili’s employer image, which
is at a good level also compared to its peers.
Work-life balance: Siili offers longer-than-
statutory family-related leave and sick child leave
for its employees. Leisure activities provided
by Siili enhance well-being at work.
Training and skills development: Expertise is Siili’s
end product. The rapid evolution of technology
requires the continuous development of skills.
Development needs and preferences are reviewed in
growth discussions held twice a year. The objective
is to cover the entire personnel in these reviews.
Diversity: Siili makes an effort to improve
diversity and recruits new employees based
on their competence and experience.
Negative impacts
IT consulting is traditionally a male-dominant sector,
and diversity is therefore a widely acknowledged
challenge therein. Even at the student phase,
more men than women tend to gravitate towards
the sector. Customer requirements for the
team’s expertise often emphasise experienced
professionals, and as a result, it is challenging to
increase the proportion of of young employees.
Opportunities
Measures against violence and harassment in
the workplace: Making sure Siili offers all its
employees a safe space to work, enabling its good
employer reputation and high job satisfaction.
Risks
Freedom of association, the existence of works councils
and the information, consultation and participation
rights of workers: The methods used to promote
collaboration between employees and the Company in
Finland may not necessarily work or create added value
elsewhere. On the other hand, it is also a risk if sufficient
efforts are not made to involve local employees.
Diversity: If no efforts are made to enhance diversity,
there is a risk that it may damage the employer
image, which in turn has a negative impact on Siili’s
ability to recruit and retain the best experts.
Targets and metrics
Siili aims to offer each of its employees an opportunity
to develop themselves in addition to just developing
code, since employees’ current competencies and
skills are a prerequisite for the continuity of Siili’s
operations. The development of competencies is
supported through providing wide-ranging assignments
and training as well as a remuneration model that
encourages one to use some of their working time in
competence development and sharing information.
The development of employees’ individual competencies
is planned in growth discussions held on a bi-annual
basis. Customer assignments constitute the core of
Siili’s business, and therefore competence development
takes place primarily therein. Siili aims to find each
employee a motivating customer assignment that
supports their competence and career development.
Competencies can also be gained through coaching
provided by the Siili Academy, and in the communities
and competence groups consisting of employees.
exploring various topics through sharing expertise.
These communities maintain expertise and update
their respective core competencies on an annual
basis considering current trends and the market. In
addition, Siili broadly supports the completion of
certificates required by customers and partnerships.
In line with its strategy to be the most desirable
community among digital development professionals,
Siili pays particular attention to its employees’
work-life balance and ensuring that actual
working hours align with applicable contracts.
The diversity of personnel is a competitive factor for
Siili. Siili treats its employees fairly and provides equal
opportunities to everyone. Recruitment is based on
competencies and suitability for the role, regardless of
gender, age or nationality. In management recruitment,
the candidate pool must include representatives of
minorities. There is also an aim to increase the use of
English within the organisation to facilitate recruitment
and cooperation between different countries of operation.
Siili will establish more specific sustainability targets
and select related metrics in 2025. Siili has started
a process to compare the impact of its policies and
actions on material sustainability-related impacts, risks
and opportunities. Going forward, material risks related
to own workforce will be monitored and managed
as part of Siili’s overall risk management process.
Policies
Siili’s strategy guides the development of its own
personnel and its human resources management.
Siili’s values – ambition, humane, joy and responsibility
– are the foundation of everything it does.
Human resources management is based on international
commitments and compliance with the legislation,
collective bargaining agreements and policies
applicable in each country of operation. Moreover, Siili’s
social responsibility actions are guided by its human
resources policy, governance system based on the
Corporate Governance Code, the Code of Conduct
and the equality and non-discrimination plan updated
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in 2024. The Code of Conduct is part of the induction
of each employee, and related training is arranged on
an annual basis for employees and subcontractors.
The contents of the equality and non-discrimination
plan are communicated to the whole personnel,
and Human Resources oversee its roll-out. Those
working for Siili as contractual partners comply with
a corresponding ethical policy which must be signed
by the partner as part of the cooperation agreement.
In accordance with its Code of Conduct, Siili respects
and promotes internationally acknowledged human
rights standards, such as the UN’s Universal Declaration
of Human Rights, the UN’s Guiding Principles on
Business and Human Rights and the key conventions
of the International Labour Organisation (ILO) in all of
its activities. Siili does not use child labour or tolerate
forced labour. Employees are free to decide whether they
want to join a professional union or a similar advocacy
group. Siili does not prohibit its employees from holding
their political views, either. Similar principles guide Siili’s
activities also in its value chain, and they are included
in the ethical principles accepted by its suppliers.
Siili is committed to providing its employees with a
discrimination-free workplace, where all employees
are treated with respect and dignity. Its practices
align with ILO conventions concerning equal pay and
discrimination. Siili makes sure that the wages, working
conditions and employees’ rights comply with national
legislation and internationally accepted norms.
Siili fosters diversity, equity and inclusion at all levels
of the organisation and ensures that all employees
have equal opportunities regardless of gender identity,
ethnicity, skin colour, age, disability, religion, and national
or social origin. Commitment to DEI extends to all areas
of the employment relationship, including recruitment,
promotions and remuneration. Siili provides the same pay
for the same job and offers advancement opportunities
to under-represented groups. The Company seeks a
balanced gender representation in managerial positions
and aims to ensure that its recruitment practices promote
diversity and inclusion. In addition, Siili providers regular
training on non-discrimination, diversity and inclusion
to ensure a respectful and inclusive workplace culture.
As a listed company, Siili reports on its financial situation
and prospects on a regular basis in compliance with
national legislation. This enables Siili’s employees
to have current information on Siili’s business
performance. Siili’s Board of Directors is responsible
for financial reporting as the supreme body.
Siili emphasises open dialogue with its employees.
The starting point is that employees can discuss acute
circumstances and challenges with their supervisor
immediately. Siili also encourages its employees to give
feedback and development suggestions on a continuous
and structured basis through various mechanisms, such
as anonymous channels provided in personnel surveys
and employee briefings and in free form using a channel
of their choice, such as Slack. Employees also have the
option to present questions anonymously to the CEO on
a regular basis, and the responses are video recorded
and made available to all employees. The executive
management and supervisors strive, where possible, to
take received feedback into account in their decision-
making and to communicate transparently on how
employee feedback has been considered in the decisions
made. Structurally, employee feedback is incorporated
into decision-making through the Employee Sounding
Board and the Finland Management Team, where an
employee representative participates in meetings.
In growth discussions held semi-annually, each
employee plans their development opportunities with
their supervisor. Current topics are addressed in internal
meetings and briefings, but Siili also hosts various
free-format events. Moreover, the Company has many
internal communication channels at its disposal. The
work atmosphere and job satisfaction are measured
regularly with the Vibemetrics tool. Employees may also
submit anonymous reports of suspected violations and
inappropriate behaviour through a whistleblowing system
in place. Furthermore, employees have a representative
in the management team for the Finnish business and in
the Occupational Safety and Health Committee required
by Finnish law. There is also an Employee Sounding
Board consisting of employees, which provides its views
and assessments to management. Responsibility for
the effectiveness and functioning of communication
between employees and management, other dialogue
with employees and personnel communications rests
with the Chief People Officer, while the responsibility
for the Whistleblowing channel belongs to the General
Counsel. Siili has a dedicated whistleblowing process,
which is regularly reviewed and updated as needed.
The whistleblowing channel is publicly accessible to
all stakeholders, and Siili communicates its existence
to employees regularly, at least once a year. Based on
the feedback received, Siili assesses that its employees
trust the grievance mechanisms and reporting
processes and are well aware of their existence.
Siili aims to ensure that its policies or practices do not
cause material negative impacts on employees. As part of
this objective, Siili adheres to data security and protection
guidelines in processing its employees’ personal data.
Siili’s Management Team, led by the CEO, is responsible
for compliance with the policies. Furthermore, Human
Resources, led by the Chief People Officer, is responsible
for the management of material impacts. The policies
are available on Siili’s internal communication channel.
Actions and progress towards targets in 2024
The measures designed for managing material impacts
and preventing and mitigating material negative
impacts will be implemented using existing resources.
Training and skills development
In 2024, all Siili employees had an opportunity to
prepare their individual learning plans as part of the
updated growth discussions. The most important training
topics were artificial intelligence, data security under
the ISO27001 Standard, and regulatory compliance of
operations. In addition, the commercial competencies
of leading experts were enhanced. Targets were also
met in the maintenance of the partnership level with
Microsoft by obtaining 17 new certifications. Particular
attention was also paid to the project transfer process
to simplify it as much as possible. Moreover, the
incentives in customer assignments were clarified so
as to make them support competence development.
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32 Siili Solutions Plc – Annual report 2024
BOARD OF DIRECTORS' REPORT
Working conditions
The updated personnel survey was adopted in 2024.
According to the results, 93% of Siili employees feel
their work-life balance is at a good level. Very high
ratings were also given to working conditions that
support efficient work, the internal dialogue culture and
the freedom to be oneself at work. Siili’s eNPS rose by
32 points from 2023 to 28 towards the end of 2024.
Efforts were made to strengthen Siili’s community
spirit through various actions. One of the methods
was to improve the attractiveness of offices post-
COVID. Other focus areas in 2024 included internal
cooperation and employees’ psychological safety.
Diversity
During 2024, Siili updated its equality and non-
discrimination plan and safe space principles,
and completed a discrimination survey. Regular
communication on diversity, equity and inclusion was
launched, and the Management Team was trained
on inclusive leadership. Gender pay gaps were also
surveyed during the year in a remuneration study,
which indicated that any differences in pay were not
dependent of the employee’s gender but primarily of
factors pertaining to the role and seniority. Siili also
continued its efforts to attract women to its male-
dominated sector through various events and initiatives.
Cooperation
Siili explores and actively tests ways to enhance
collaboration between employees and management
and to focus on the involvement of employees in
other countries of operation besides Finland.
Key figures tables
Accounting Principles
The tables include the number of personnel in the
Siili Group as of the financial statement date, 31
December 2024. The figures correspond to those
presented in the consolidated financial statements.
The personnel count includes all individuals with an
employment contract with a Group company, excluding
those on long-term sick leave or parental leave.
The gender distribution of personnel and the distribution
of employment contract types have been collected from
the Group’s human resources management systems.
The number of non-employee workers is reported
as full-time equivalent (FTE) employees as of
December 2025. The number has been calculated
by converting the total working hours in December
into full-time equivalent hours for that month. The
reported number of non-employee workers aligns
with the information presented in financial reporting.
Regional and gender breakdown of personnel
Breakdown of workforce with
employment contracts by gender
Gender
Number of employees with
employment contract 2024
Men 701
Women 213
Other 1
Not reported 27
Total employees with
employment contract
942
Breakdown of workforce with
employment contracts by country
Country
Number of employees with
employment contract 2024
Finland 623
Hungary 170
Poland 122
Germany, Netherlands, UK,
Austria and USA
27
Employment contracts
2024
Female Male Other
Not
disclosed Total
Number of workforce with employment contracts (number of
employees)
213 701 1 27 942
On permanent employment contract (number) 206 633 1 27 867
On fixed-term employment contract (number) ‑ 3 ‑ ‑ 3
Number of non‑guaranteed hours employees 7 65 ‑ ‑ 72
Employee turnover
Total number of departing employees and
rate of employee turnover in 2024
Employee turnover 2024
Total number employees who left the Company
1
179
Employee turnover (%) 19.0%
1 Total number of employees who left the Company includes those who resigned, retired,
were terminated and whose fixed-term contract ended.
Types of workers without an employment contract
Workforce without an employment contract 2024
Total
1,2
134
1 Includes independent entrepreneurs and agency workers.
2 This figure has been reported as at 31 December 2024 in the same way applied in
financial reporting, as person-hours adjusted to the full amount of working hours in
December.
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES FINANCIAL STATEMENTS BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERS
33 Siili Solutions Plc – Annual report 2024
BOARD OF DIRECTORS' REPORT
Management gender breakdown
Management
gender breakdown Male Female Other
Not
disclosed Total
Senior management
(persons)
3 2 ‑ ‑ 5
Senior management
(%)
60% 40% 0% 0% 100%
Breakdown of workforce with
employment contracts by age
Breakdown of workforce by age 2024
Under 30 years 11.4%
30–50 years 77.5%
Over 50 years 11.1%
Participation of workforce with employment contracts
in performance and career development reviews
Growth
discussions Male Female Other
Not
disclosed Total
Total number of
personnel
701 213 1 27 942
Growth discussions
completed (number)
413 149 1 27 591
Employees who
participated in
growth discussions
by gender (%)
58.8% 70.4% 100% 100% 62.6%
Training hours of workforce with employment contracts
Training hours Male Female Other
Not
disclosed Total
Employees
1
96 82 14 27 91
1 Training hours include official training recorded in the hour reporting system as well
as self study. In the Company’s line of business, a significant part of learning and
competence development takes place while working for customers and as part of
assignment-based work. The reporting does not include the senior management’s
training hours, because senior management is not included in the scope of the reporting
of working hours within the Company.
Entitlement of employees to family-related
leaves and utilisation of these leaves
Family-related leaves 2024
Employees entitled to a family leave (number)
1
869
Employees entitled to a family leave (%) 92.3%
Employees who used a family leave
Female (%) 11.7%
Male (%) 12.9%
Other (%) 0.0%
Not disclosed (%) 11.5%
1 The figure excludes persons on a family-related leave or a long sick leave.
Remuneration metrics
Wage statistics
1
2024
Gender pay gap (%)
19.1%
Annual total remuneration ratio (%)
2
440.8%
1 Wage statistics relate to the remuneration of employees under employment contracts.
2 The ratio is calculated as the ratio between the remuneration of the Group’s highest-paid
individual and the median remuneration of other employees. The median remuneration of
other employees is calculated as the average of the Group’s company-specific median
remunerations, weighted by the number of each company’s number of employees.
Incidents of discrimination or harassment
and human rights incidents
Incidents of discrimination or harassment and
human rights incidents 2024
1
Incidents of discrimination or harassment (number) 0
Reports of incidents of discrimination or
harassment (number)
0
Consequences of incidents of discrimination or
harassment (EUR)
0
Severe human rights incidents (number) 0
Consequences of severe
human rights incidents (EUR)
0
Number of complaints filed to National Contact
Points for OECD Multinational Enterprises:
0
1 Reporting comprises reports of discrimination, harassment or human rights incidents
made through the Group’s official whistleblowing channel or to authorities.
G: Governance of sustainability
Siili’s governance is carried out in compliance with Finnish
legislation and, with respect to subsidiaries’ business,
also local legislation. Siili’s ways of operation are also
based on its internal guidelines and policies on data
security and data protection as well as compliance with
insider regulations, and the Company’s common values.
Siili has a strong corporate culture, which supports
the implementation of strategy and which is fostered
throughout the organisation by various measures.
G1 Business conduct
Material impacts, risks and opportunities
related to business conduct
Positive impacts
Corporate culture: Siili has a strong corporate culture
that supports both internal cooperation, collaboration
with customers and new customer acquisition.
Policies
Responsibility for Siili’s corporate culture, ethics and
compliance ultimately rests with the Company’s
Board of Directors, which discusses matters of
corporate culture, ethics and compliance as part
of its regular activities. In particular, the Board of
Directors is responsible for supervision and goal
setting. Siili’s CEO and CFO participate in the Board of
Directors’ meetings as non-full members and they are
responsible for implementing instructions provided by
the Board of Directors throughout the organisation.
Siili’s Board of Directors and executive management
are experienced in, and skilled at, corporate governance
and best practices in business conduct. The members
of the Board of Directors and the Group Management
Team are experienced in various management duties
in sectors relevant to Siili. In addition, all members of
the Board of Directors have served or are serving as
board members in listed and unlisted companies. The
education background of the members of the Board
of Directors and the Group Management Team is in
technology, law or business. Both the Board of Directors
and executive management may employ external
experts and advisors in different business situations.
Siili’s corporate culture is based on Siili’s values
and strategy as well as common ways of operation,
which are determined in the Code of Conduct
and which are the subject of a training provided
to all employees and subcontractors annually.
In addition to defined processes and clear operating
guidelines, Siili’s corporate culture includes solid
and smooth cooperation and a flat organisation.
For employees, the corporate culture provides
freedom in terms of working hours and the location
of work. Siili supports its collaboration-based
corporate culture through various events organised
for both the personnel and stakeholders.
Siili assesses the state of its corporate culture as part of
stakeholder surveys, such as customer and personnel
surveys, and by participating in various evaluations and
conducting competitor surveys. The employer image
is also assessed as part of recruitment processes.
These various assessments and surveys determine
the necessity and direction of development actions.
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34 Siili Solutions Plc – Annual report 2024
BOARD OF DIRECTORS' REPORT
Actions contrary to the corporate culture are also
monitored through an anonymous whistleblowing
channel. Suspicions of misconduct may be reported
through the whistleblowing portal at www.siili.com,
which is accessible to employees, customers and
all other stakeholders alike. Whistleblowers are
protected from retaliation and all reports are processed
confidentially in accordance with the whistleblower
protection process included in the Code of Conduct and
meeting the requirements of Directive (EU) 2019/1937
and the Finnish Whistleblower Protection Act.
Siili aims to be a desirable partner for its customers
and subcontractors, and cooperation is therefore
based on active interaction and fair practices.
Competition in the sector is intense but transparent
since the selection criteria and conditions are generally
defined in detail for competitive tendering. As a
result, corruption, bribery and the grey economy are
unlikely in the sector, as are unusually long invoice
payment periods. Siili has not identified any activities
more prone to corruption and bribery than others.
Siili’s operations are based on fair competition, and
the Company adheres to the ethical standards in
compliance with international frames of reference,
such as the UN Convention Against Corruption and
Bribery. Siili requires its suppliers and cooperation
partners to adhere to the same high level of ethics
and responsibility, as defined in the Code of Conduct.
Partners agree to the Code of Conduct as part of the
conclusion of a supply contract. Siili only cooperates with
suppliers meeting high ethical and social requirements
as well as environmental standards. In overseeing
the supplier network, attention is paid to authorities’
channels, the Reliable Partner data service, and also
public information sources and stakeholder notifications
made through the anonymous whistleblowing channel
or directly to the Company’s responsible personnel.
Corruption, bribery and the grey economy are unlikely
in Siili’s line of business. Any suspicions of corruption,
bribery or other incidents in the business are immediately
communicated to the Management Team, which will
initiate an appropriate process depending on the
situation and its requirements. Siili does not have a
pre-defined process for processing such situations,
but they are addressed on a case-by-case basis.
Siili monitors compliance with the Code through
internal audits and regular reviews.
Non-compliance with the Code may lead to
disciplinary action, including the termination of
the employment or business relationship.
Targets and metrics, actions and progress the targets
Siili has not yet set any sustainability-related
targets for 2024 in respect of business conduct. Siili
monitors the effectiveness of its policies and actions
relative to material sustainability-related impacts,
risks and opportunities, and will set targets and
plan actions as needed. The Board of Directors will
establish targets and metrics based on the double
materiality analysis during the financial year 2025.
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES FINANCIAL STATEMENTS BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERS
35 Siili Solutions Plc – Annual report 2024
BOARD OF DIRECTORS' REPORT
Key figures
2024 2023 2022 2021 2020
Revenue, EUR 1,000
111,899 122,702 118,334 99,282 83,307
Revenue growth, % -8.8% 3.7% 19.2% 19.2% 3.4%
Organic revenue growth, %
1
-8.8% 0.1% 15.2% 5.7% 3.4%
Share of international revenue, % 29.0% 26.7% 25.2% 19.5% 8.2%
EBITDA, EUR 1,000 8,208 12,107 14,928 12,018 9,123
EBITDA, % of revenue 7.3% 9.9% 12.6% 12.1% 11.0%
EBITA, EUR 1,000 4,752 8,409 11,629 9,279 6,741
EBITA, % of revenue 4.2% 6.9% 9.8% 9.3% 8.1%
Adjusted EBITA, EUR 1,000 5,409 8,742 11,868 - -
Adjusted EBITA, % of revenue 4.8% 7.1% 10.0% - -
EBIT, EUR 1,000 3,592 6,909 10,149 7,565 5,317
EBIT, % of revenue 3.2% 5.6% 8.6% 7.6% 6.4%
Profit for the period, EUR 1,000 3,449 4,986 3,748 5,136 4,401
Profit for the period, % of revenue 3.1% 4.1% 3.2% 5.2% 5.3%
Statement of financial position, EUR 1,000 84,604 100,170 106,063 81,480 61,363
Equity ratio, % 49.7% 42.6% 38.7% 31.1% 35.5%
Gearing, % -2.5% 8.7% 4.5% 50.2% -
Net debt/EBITDA -0.13 0.30 0.12 - -
ROE, % 8.2% 12.1% 11.5% 22.1% 21.0%
ROI, % 7.2% 10.7% 15.5% 15.7% 24.9%
Basic earnings per share (EPS), EUR 0.43 0.61 0.49 0.73 0.63
Diluted EPS, EUR 0.43 0.61 0.49 0.73 0.63
Equity per share, EUR 5.13 5.19 4.96 3.54 3.08
Dividend per share, EUR 0.18 0.26 0.20 0.18 0.28
Average number of shares 8,111,908 8,108,050 7,642,026 7,004,496 7,000,316
Number of shares at the end of the period 8,112,309 8,110,126 8,131,446 7,020,459 7,000,316
Average number of employees during the period 975 1,026 965 781 707
Number of employees at the end of the period 942 1,007 1,045 885 676
Number of full-time employees (FTE) at the end of the period
900 956 1,003 - -
Number of full-time subcontractors (FTE) at the end of the period
133 135 223 - -
Total full-time employees and subcontractors (FTE) at the end
of the period
1,033 1,091 1,226 - -
1 Calculation formula applied from 1 January 2023. The data for comparison periods is not adjusted accordingly.
Alternative performance measures
Siili Solutions Plc. uses alternative performance measures to descripe the trend of the Group’s profitability. The
alternative performance measures should be reviewed parallel with the IFRS key figures. EBITDA is calculated by
adding depreciation, amortisation and impairment to operating profit. EBITA is calculated by adding amortisation
and impairment for fair value adjustments on acquisitions to operating profit. Adjusted EBITA is calculated by
adding items affecting comparability to EBITA, such as direct costs of acquisitions. Organic revenue growth is
calculated based on comparable revenue, reflecting changes in the corporate structure. The management uses
these key figures for the monitoring and analysis of business development, profitability, and our financial position.
Organic revenue growth, %
EUR 1,000 2024 2023
Revenue 111,899 122,702
Comparable pro forma -revenue in the comparison period 122,561 122,561
Organic revenue growth, % -8.8% 0.1%
Calculation formula applied from 1 January 2023.
EBITA, Adjusted EBITA and EBITDA
EUR 1,000 2024 2022
EBIT 3,592 6,909
Amortisation and impairment for fair value adjustments on acquisitions 1,160 1,500
EBITA 4,752 8,409
Transaction costs / income (+/-) from business combinations 77 -
Restructuring costs 580 183
Other items affecting comparability - 150
Adjusted EBITA 5,409 8,742
EBIT 3,592 6,909
Depreciation, amortisation and impairment 4,617 5,198
EBITDA 8,208 12,107
Gearing, %
EUR 1,000 2024 2022
Financial liabilities measured at amortized cost 9,597 13,047
Contingent considerations measured at fair value through profit or loss 9,686 19,658
Liquid funds -20,331 -29,022
Net debt -1,049 3,682
Equity 41,592 42,083
Gearing, % -2.5% 8.7%
GOVERNANCE REMUNERATIONSIILI IN BRIEF FINANCIAL STATEMENTS BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
36 Siili Solutions Plc – Annual report 2024
KEY FIGURES
Calculation formulas for the key figures
Equity ratio, % =
Shareholders’ equity
*100
Statement of financial position – advance payments received
Gearing, % =
Interest-bearing liabilities – liquid funds
*100
Shareholders’ equity
Return on equity (ROE), % =
Profit/loss
*100
Average shareholders’ equity + minority interest
Return on investment (ROI), % =
Profit before tax + financial expenses
*100
Shareholders’ equity + average interest-bearing liabilities
EBITDA, % of revenue =
Operating profit before depreciation, amortization and impairment
*100
Revenue
EBITA, % of revenue =
Operating profit before amortization and impairment of the fair value adjustments of the business acquisitions
*100
Revenue
Adjusted EBITA =
EBITA +/- Transaction costs / income from business combinations + Restructuring costs + Other items affecting comparability
*100
Revenue
EBIT, % of revenue =
Operating profit
*100
Revenue
Profit for the period, % of revenue =
Profit for the period
*100
Revenue
Earnings per share (EPS), EUR =
Profit or loss for the period belonging to the shareholders of the parent company
Weighted average of the number of shares during the financial period
Diluted earnings per share (EPS), EUR =
Profit or loss for the period belonging to the shareholders of the parent company
Weighted average of the number of shares during the financial period (adjusted for the effect of the potential diluting ordinary shares)
Equity per share, EUR =
Shareholders’ equity
Number of shares on the closing date
Dividend per share, EUR =
Dividend for the period
Number of shares at the end of the financial period, excluding own shares held by the company
Share of international revenue, % =
Revenue from countries other than Finland
*100
Revenue
Organic revenue growth, % =
Revenue - Comparable pro forma -revenue in the comparison period
*100
Comparable pro forma -revenue in the comparison period
GOVERNANCE REMUNERATIONSIILI IN BRIEF FINANCIAL STATEMENTS BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
37 Siili Solutions Plc – Annual report 2024
KEY FIGURES
Consolidated financial statements, IFRS
Consolidated income statement and statement of comprehensive income
| 1 Jan 2024 | 1 Jan 2023 | |||
EUR 1,000 | Note | –31 Dec 2024 | –31 Dec 2023 | |
REVENUE | 2.1 | |||
Other operating income | 2.5 | |||
Materials and services | 2.2 | - | - | |
Employee benefit expenses | 2.3, | 2.4 | - | - |
Depreciation and amortization | 3.1, | 3.3 | - | - |
Other operating expenses | 2.5 | - | - | |
OPERATING PROFIT | ||||
Financial income | 2.6 | |||
Financial expenses | 2.6 | - | - | |
| PROFIT BEFORE TAXES | ||||
Income taxes | 2.7 | - | - | |
PROFIT FOR THE PERIOD | ||||
| Attributable to: | ||||
| Shareholders of the parent company | 100% | |||
| Earnings per share based on the profit attributable to shareholders of the parent | ||||
| company: | ||||
Basic earnings per share (EUR), profit for the period | 2.8 | |||
Diluted earnings per share (EUR), profit for the period | 2.8 |
| 1 Jan 2024 | 1 Jan 2023 | ||
| EUR 1,000 | –31 Dec 2024 | –31 Dec 2023 | |
| PROFIT FOR THE PERIOD | |||
| Other comprehensive income | |||
| Items that may later be recognised through profit or loss | |||
Translation differences | - | ||
| TOTAL COMPREHENSIVE INCOME FOR THE PERIOD | |||
| Total comprehensive income for the period attributable to: | |||
| Shareholders of the parent company | 100% |
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
38 Siili Solutions Plc – Annual report 2024
FINANCIAL STATEMENTS
Consolidated statement of financial position
EUR 1,000 | Note | 31 Dec 2024 | 31 Dec 2023 |
| ASSETS | |||
| Non-current assets | |||
Goodwill | 3.1, 3.2 | ||
Intangible assets | 3.1 | ||
Tangible assets | 3.3 | ||
Right-of-use assets | 3.4 | ||
Other investments | 5.4 | ||
Deferred tax assets | 2.7 | ||
Receivables | 5.4 | ||
Total non-current assets | |||
| Current assets | |||
Trade receivables | 4.1 | ||
Other receivables | 4.1 | ||
Current tax assets | 4.1 | ||
Liquid funds | 5.5 | ||
Total current assets | |||
TOTAL ASSETS |
EUR 1,000 | Note | 31 Dec 2024 | 31 Dec 2023 |
| SHAREHOLDERS’ EQUITY AND LIABILITIES | |||
| Shareholders' equity | |||
Share capital | 5.1 | ||
Reserve for invested unrestricted equity | 5.1 | ||
Treasury shares | - | - | |
Translation differences | 5.1 | - | - |
Retained earnings | 5.1 | ||
Total shareholders' equity | |||
| Non-current liabilities | |||
Financial liabilities | 5.6 | ||
Lease liabilities | 3.4, 5.6 | ||
Other non-current interest-bearing liabilities | 5.6 | ||
Deferred tax liabilities | 2.7 | ||
Total non-current liabilities | |||
| Current liabilities | |||
Financial liabilities | 5.6 | ||
Lease liabilities | 3.4, 5.6 | ||
Trade and other payables | 4.2 | ||
Current tax liabilities | 4.2 | ||
Provisions | 4.3 | ||
Total current liabilities | |||
Total liabilities | |||
TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES |
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
39 Siili Solutions Plc – Annual report 2024
FINANCIAL STATEMENTS
Consolidated cash flow statement
| 1 Jan 2024 | 1 Jan 2023 | ||
EUR 1,000 | Note | –31 Dec 2024 | –31 Dec 2023 |
| Cash flow from operating activities | |||
Profit for the period | |||
| Adjustments: | |||
Depreciation and amortisation | |||
Share-based incentive scheme | |||
Other adjustments | - | ||
Interest expenses and other financial expenses | 2.6 | ||
Interest income | 2.6 | - | - |
Taxes | 2.7 | ||
| Changes in working capital: | |||
Change in trade and other receivables | - | ||
Change in trade and other payables | - | - | |
Interest paid | - | - | |
Interest received | |||
Taxes paid | - | - | |
Net cash flow from operating activities | |||
| Cash flow from investing activities | |||
Acquisitions of businesses and subsidiaries, net of cash acquired | 3.5 | - | - |
Proceeds from the sale of tangible and intangible assets | |||
Investments in tangible assets | 3.3 | - | - |
Investments in intangible assets | 3.1 | - | - |
Investments in and return of capital from an associated company | |||
Net cash flow from investing activities | - | - |
| 1 Jan 2024 | 1 Jan 2023 | ||
EUR 1,000 | Note | –31 Dec 2024 | –31 Dec 2023 |
| Cash flows from financing activities | |||
Loan repayments | 5.6 | - | - |
Repayments of lease liabilities | 3.4 | - | - |
Share subscriptions with share options | 5.1 | ||
Acquisition of treasury shares | 5.1 | - | |
Divideds paid | 5.1 | - | - |
Distribution of dividends to non-controlling interests | - | - | |
Transactions with non-controlling interests | - | - | |
Net cash flow from financing activities | - | - | |
Change in liquid funds | - | - | |
Change in liquid funds | 5.5 | ||
Effect of changes in currency exchange rates | - | - | |
Liquid funds at the end of the period | 5.5 |
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40 Siili Solutions Plc – Annual report 2024
FINANCIAL STATEMENTS
Consolidated statement of changes in shareholders’ equity
| Equity attributable to shareholders of the parent company | |||||||
| Reserve for invested | Translation | ||||||
EUR 1,000 | Note | Share capital | unrestricted equity | Treasury shares | differences | Retained earnings | Total shareholders' equity |
| Shareholders’ equity on 1 January 2024 | - | - | |||||
| Comprehensive income | |||||||
| Profit for the period | - | - | - | - | |||
| Other comprehensive income (net of tax) | |||||||
| Translation differences | 5.1 | - | - | - | - | - | - |
| Total comprehensive income for the period | - | - | - | - | |||
| Transactions with owners | |||||||
| Distribution of dividends | 5.1 | - | - | - | - | - | - |
| Share-based incentive scheme | 2.4 | - | - | - | |||
| Share subcriptions with share options | 5.1 | - | - | - | - | ||
| Distribution of dividends to non-controlling interests | - | - | - | - | - | - | |
| Transactions with non-controlling interests | - | - | - | - | - | - | |
| Total transactions with owners | - | - | - | - | |||
| Shareholders' equity on 31 December 2024 | - | - | |||||
| Shareholders' equity on 1 January 2023 | - | ||||||
| Comprehensive income | |||||||
| Profit for the period | - | - | - | - | |||
| Other comprehensive income (net of tax) | |||||||
| Translation differences | 5.1 | - | - | - | - | ||
| Total comprehensive income for the period | - | - | - | ||||
| Transactions with owners | |||||||
| Distribution of dividends | 5.1 | - | - | - | - | - | - |
| Share-based incentive scheme | 2.4 | - | - | - | |||
| Share subcriptions with share options | 5.1 | - | - | - | - | ||
| Acquisition of treasury shares | 5.1 | - | - | - | - | - | - |
| Distribution of dividends to non-controlling interests | - | - | - | - | - | - | |
| Transactions with non-controlling interests | - | - | - | - | - | - | |
| Total transactions with owners | - | - | - | - | - | ||
| Shareholders' equity on 31 December 2023 | - | - |
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41 Siili Solutions Plc – Annual report 2024
FINANCIAL STATEMENTS
Notes to the
Consolidated
Financial Statements
The notes to the Consolidated Financial Statements
are grouped into sections based on their nature to
make it easier to form an overall view. In the notes,
accounting policies, decisions based on management’s
judgment and uncertainties related to estimates
have been indicated with specific symbols.
Accounting policies
Management judgment and uncertainties
related to estimates
1. Basic information on the Group
The Siili Solutions group (“Group”) is an independent
provider of information systems development services
that provides services for companies and the public
sector. The Group’s parent company, Siili Solutions Plc , is
a Finnish public limited company (Plc ) providing software
is domiciled in Helsinki and its registered address is
of the financial statements are available online at
www.siili.com/en or at the company’s registered address.
GENERAL ACCOUNTING POLICIES
The general accounting policies of the
Consolidated Financial Statements are described
in this section. Accounting policies related to a
specific note as well as descriptions of the use
of management judgement and estimates are
presented below as part of the relevant note.
CONSOLIDATION PRINCIPLES
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FINANCIAL STATEMENTS
Operating profit
The IAS 1 Standard “Presentation of Financial Statements”
does not define the concept of operating profit. The
company has defined operating profit as the net
sum of revenue and other operating income less:
– materials and services
– employee benefit expenses
– amortisation, depreciation and impairments, and
– other operating expenses.
Any other income statement items than those referred
to above are presented under operating profit.
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FINANCIAL STATEMENTS
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44 Siili Solutions Plc – Annual report 2024
FINANCIAL STATEMENTS
2. Financial result
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FINANCIAL STATEMENTS
2.2 MATERIALS AND SERVICES
Materials and services consist of subcontracting costs
and licence purchases due to the use of service labour.
EUR 1,000 2024 2023
Subcontracting services 21,906 24,802
Licence purchases 1,437 1,413
Total 23,344 26,215
2.3 EMPLOYEE BENEFIT EXPENSES
Salaries, bonuses and other employee benefit expenses
EUR 1,000 2024 2023
Salaries, wages and bonuses 57,960 60,414
Pension expenses 7,722 8,321
Share-based payments 189 269
Other personnel related costs 2,728 3,176
Total 68,600 72,180
CEO’s and management’s employee benefits
EUR 1,000 2024 2023
CEO’s salary and other short-term benefits 250 283
CEO’s share-based payments 71 62
Other management’s salaries and other
short-term benefits
592 763
Other management’s share-based payments 39 60
Total 951 1,168
CEO’s and management’s employment benefits are
presented on an accrual basis. The CEO’s retirement
age is determined under Finnish law. Pension
contributions for the CEO (under the Employees
Pension Act (TyEL)) recognised in the financial
year 2024 amounted to EUR 43 (49) thousand.
Board of Directors’ salaries and other remuneration
EUR 1,000 2024 2023
Harry Brade, Chair of the Board
50 49
Jesse Maula,
Deputy Chair of the Board
31 25
Tero Ojanperä, Member of the Board 26 25
Henna Mäkinen, Member of the Board
(as of 3 April 2024)
25 -
Katarina Cantell, Member of the Board
(as of 3 April 2024)
20 -
Anu Nissinen, Deputy Chair of the Board
(until 3 April 2024)
11 40
Kati Hagros, Member of the Board
(until 3 April 2024)
6 25
Total 168 162
Number of Group personnel 2024 2023
Number of personnel at year-end 942 1,007
Average number of personnel 975 1,026
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46 Siili Solutions Plc – Annual report 2024
FINANCIAL STATEMENTS
2.4 SHARE-BASED PAYMENTS
Option and share-based incentive schemes
Key terms and conditions of the company’s option and
share-based incentive schemes are presented below.
Share savings plans
Siili Solutions Plc has a share savings plan SiiliX Share,
established for the personnel in 2018, and related
option plans. The purpose of the share savings plan is to
provide Siili Group’s employees an opportunity to save
part of their salary and use it to acquire shares in the
company. By incentivising its employees to acquire and
hold shares in the company, Siili seeks to strengthen
the link between its shareholders and employees
and to promote the longstanding commitment of
its employees to the activities of the company.
The share savings plan consists of savings periods
beginning each year. Participants in the plan receive
an option right in Siili Solutions Plc free of charge for
every savings share they purchase in the savings period.
As an exception, employees participating in a savings
period of the plan for the first time receive two option
rights for each savings share purchased. Subject to the
release criterion set for the stock options being fulfilled,
each stock option entitles its owner to subscribe for
one new share in the company or an existing share held
by the company in exchange for a share subscription
price pursuant to the terms and conditions of the stock
options for the savings period. The share subscription
price for shares subscribed based on the stock
options is the volume-weighted average trading price
on Nasdaq Helsinki Ltd during the month specified
in the terms and conditions for the savings period.
In the financial year 2024, the company had
the following share savings plans in force:
2020A, 2021A, 2022A, 2023A and 2024A.
Share-based incentive schemes
The Siili Group has a long-term share-based
incentive scheme established in 2020 for key
personnel of the Group. The purpose of the scheme
is to harmonise the interests of the shareholders
and key personnel to increase the value of the
company, to make the key personnel committed to
the company and provide them with a competitive
remuneration scheme based on earning shares in the
company and on the performance of the shares.
The share-based incentive scheme has three years
earnings periods, comprising the financial years 2020-
2022, 2021−2023, 2022−2024 and 2023−2025. For
the members of the Management Team, participation
in the scheme is contingent on owning shares in
Siili. The potential rewards under the scheme will be
paid after the end of the earnings period, partly in
company shares and partly in cash. The purpose of
the cash component is to cover the taxes and tax-
like payments incurred by the participant due to
the reward. If a participant’s employment or service
contract with the company is terminated before the
reward is paid, the reward is not, as a rule, paid.
The reward payable under the share-based
incentive scheme is based on the Group’s operating
profit, revenue and total shareholder return.
The earnings period 2020–2022 of the share-
based incentive scheme ended in the financial
year 2023. Share rewards earned in the earnings
period corresponded to 3,345 gross shares. A total
of 2,046 net shares were given to the participants.
The rewards were paid with treasury shares.
Assumptions made in the measurement of fair value
Fair value of the option as measured at grant 9.04
Share price at the end of reporting period 5.66
Expected volatility 29.8%
Contractual life (years) 3.2
Risk-free interest rate 2.7%
Expected dividends 2.3%
Effect of share-based payments on the result for the period
EUR 1,000 2024 2023
Share-based payments 189 247
Cash-based payments - 21
Total
189 269
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FINANCIAL STATEMENTS
Scheme
Share savings plans
Share-based incentive
Maximum number granted 250,000 581,000
Original subscription price on average 12.54 -
Dividend deduction Yes -
Current subscription price on average 11.96 -
Vesting terms and conditions Employment or service relationship and a release
criterion based on share price performance in
option schemes 2020A and 2021A.
Employment or service relationship
and operating profit, revenue and
total shareholder return.
End of subscription period 2025–2028 -
Contractual life on average (years) 3.3 3.2
Remaining contractual life on average (years) 1.8 1.2
Number of participants in the programmes at
the end of the reporting period
445 92
Execution
Paid in shares
Paid in cash and shares
Share savings plans Share-based incentive
Number of options and share based incentives
2024 2023 2024 2023
At the beginning of the financial year 56,309 35,273 253,986 201,386
New instruments granted 39,177 34,608 118,000 106,800
Forfeited -4,834 -6,255 -47,800 -13,800
Executed -2,183 -6,634 - -3,345
Expired -1,194 -683 -50,262 -37,055
At the end of the financial year 87,275 56,309 273,924 253,986
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FINANCIAL STATEMENTS
2.7 INCOME TAXES
Components of tax expenses
EUR 1,000 2024 2023
Current tax -793 -1,299
Tax for previous financial years 376 605
Change in deferred taxes 349 142
Total -67 -551
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49 Siili Solutions Plc – Annual report 2024
FINANCIAL STATEMENTS
Reconciliation of the tax expense in the income statement
and taxes according to the domestic 20% tax rate
EUR 1,000 2024 2023
Profit before taxes 3,516 5,536
Taxes according to domestic tax rate -703 -1,107
Foreign subsidiaries’ different tax rates 269 313
Tax-free income 220 179
Non-deductible expenses -306 -466
Tax losses for the period, for which no deferred
tax asset is recognised
- -74
Utilisation of tax losses, for which no deferred tax
asset is recognised
16 -
Tax for previous financial years 376 605
Other items 62 -1
Total -67 -551
Effective tax rate -1.9% -9.9%
The effective tax rate for the financial year 2024
was reduced by a retroactive tax deduction for
research and development activities received by
the Group in the UK. Excluding tax adjustments
for previous periods, the Group's effective
tax rate for the financial year was 12.6%.
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FINANCIAL STATEMENTS
2.8 EARNINGS PER SHARE
Undiluted earnings per share 2024 2023
Profit for the financial year, attributable to
shareholders of the parent company, EUR 1,000
3,449 4,986
Weighted average number of shares during
the period, thousand
8,112 8,108
Undiluted earnings per share (EUR/share) 0.43 0.61
Diluted earnings per share 2024 2023
Profit for the financial year, attributable to
shareholders of the parent company, EUR 1,000
3,449 4,986
Weighted average number of shares during the
period, thousand
8,112 8,108
Effect of stock options, thousand 0 2
Weighted average number of shares used to
calculate diluted EPS, thousand
8,112 8,110
Diluted earnings per share (EUR/share) 0.43 0.61
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FINANCIAL STATEMENTS
3. Investments and acquisitions
3.1 GOODWILL AND INTANGIBLE ASSETS
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FINANCIAL STATEMENTS
3.2 IMPAIRMENT TESTING
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FINANCIAL STATEMENTS
Impairment testing is also carried out immediately
if there are indications of a potential impairment.
The cash flow estimates used in the testing of
the recoverable amounts are based on Group
management’s estimates approved by the Board of
Directors of the parent company. Forecasts for the next
year are based on the Group’s budgeted figures while
the forecasts for the following four years are based on
the Group’s long-term targets. The growth rate applied
to cash flows after the forecast horizon is 2%. The
company’s historical growth and the digitalisation of
different economic sectors support the achievement
of the growth targets for the following years.
The company applies the weighted average
cost of capital (WACC) as the discount rate in
impairment testing. Other key variables of the
cash flow estimates involve assumptions of
revenue growth as well as EBITDA and EBIT.
Terminal
growth rate Post-tax WACC
Assumptions underlying
cash flow estimates 2024 2023 2024 2023
Siili Solutions 2.0% 2.0% 10.6% 11.1%
Vala Group 2.0% 2.0% 10.6% 11.1%
Supercharge 2.0% 2.0% 12.0% 15.6%
The impairment test carried out demonstrated that the
amounts recoverable from the cash generating units
exceed their carrying amounts and there is no need
for goodwill impairment. According to a sensitivity
analysis performed by the company testing the effect
of changes in the terminal growth rate, WACC and
EBIT rate on the recoverable amount, value-in-use
calculations are the most sensitive to changes in the
EBIT rate. A permanent decline of 3.6 percentage
points in the EBIT rate of the Siili Solutions CGU, a
permanent decline of 8.3 percentage points in the
EBIT rate of the Vala Group CGU or a permanent
decline of 5.8 percentage points in the EBIT rate of
the Supercharge CGU would make the discounted
present value of the cash flows equal with the carrying
amounts. Any somewhat feasible change regarding
other key assumptions would not trigger the need
to recognise an impairment loss on any CGU.
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FINANCIAL STATEMENTS
3.3 TANGIBLE ASSETS
3.4 LEASES
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FINANCIAL STATEMENTS
Items recognised in the statement of financial position:
EUR 1,000
31 Dec
2024
31 Dec
2023
Right-of-use assets 3,260 4,220
Long-term leasing contract liability 1,480 1,841
Short-term leasing contract liability 1,886 2,463
Items recognised in the income statement:
EUR 1,000
1 Jan–31 Dec
2024
1 Jan–31 Dec
2023
Depreciations on right-of-use
assets
-2,519 -2,796
Interest expenses on lease liability -206 -153
Expenses on short-term leasing
contracts
-44 -106
Expenses on low-value leasing
contracts
-779 -821
Outbound cash flow due to lease contracts in the financial year 2024 amounted to EUR 3,526 (3,924)
thousand. The maturity breakdown of lease liabilities is presented in Note 5.2 Financial risk management.
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FINANCIAL STATEMENTS
3.5 ACQUIRED BUSINESSES
Acquisitions in financial period 2024
During the financial year, Siili Solutions Plc increased
its ownership in its subsidiaries Supercharge Kft and
Vala Group Oy. In May, the company carried out share
acquisitions whereby its ownership in Vala Group
Oy increased to 96.6% from the previous level of
approximately 80% and its ownership in Supercharge
Kft rose to 70% from 55%. The consideration for the
shares in Vala Group Oy was approximately EUR
5.3 million, including a compensation of some EUR
1.6 million for the company’s net cash assets and
an adjustment for dilution of the company’s option
scheme under the shareholders’ agreement. The
consideration for the shares in Supercharge Kft was
approximately EUR 4.2 million, including some EUR 0.5
million in compensation for the company’s net cash.
Acquisitions in financial period 2023
In April 2023, Siili Solutions Plc acquired the software
business of Talentree Oy based in the city of Kuopio.
For Siili, the transaction marks a territorial expansion
to Kuopio and an addition of 11 new professionals
to its software development capabilities. Siili’s
objective is to make its Kuopio office one of the
city’s most attractive workplaces in the IT sector.
The acquisition price for Talentree Oy’s software
business consists of a fixed transaction price of EUR
147 thousand and a potential contingent consideration.
The contingent consideration is capped at EUR 75
thousand, and it will be paid in the financial year
2024. The consideration will be paid entirely by
cash consideration from Siili Solutions Plc’s cash
assets. The acquisition cost calculation includes
a contingent consideration of EUR 50 thousand,
and any subsequent adjustments thereto will be
recognised at fair value through profit or loss.
In the business acquisition, customer relationships
worth EUR 60 thousand were identified and recognised
separately from goodwill. The goodwill of EUR 220
thousand recognised in the transaction consists of
Talentree’s capable personnel and geographical
presence in Kuopio, enabling Siili’s regional expansion.
The goodwill is deductible in taxation. During the
financial year, expert expenses of EUR 11 thousand
were recognised in respect of the acquisition.
The business acquisition has not had a
material impact on the Siili Group’s revenue
or EBITA for the financial year 2023.
Assets acquired and Liabilities assumed
EUR 1,000 Talentree Oy
Intangible assets 60
Current receivables 6
Current liabilities -89
Acquired net assets -23
Acquisition cost
EUR 1,000
Consideration 147
Contingent consideration 50
Total acquisition cost 197
Fair value of acquired net assets -23
Goodwill 220
Consideration for the acquisition in the cash flow statement
EUR 1,000
Consideration paid in cash 147
Net consideration in the cash flow from
investing activities
147
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FINANCIAL STATEMENTS
4. Working capital
Aging of trade receivables
EUR 1,000
Gross
2024
Net
2024
Gross
2023
Net
2023
Not past due 13,184 13,184 13,627 13,627
Past due
1–30 days 1,604 1,604 5,062 5,062
31–60 days 36 36 264 264
61–90 days - - 17 17
more than 90 days 74 70 150 149
Total 14,899 14,895 19,119 19,118
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FINANCIAL STATEMENTS
5. Capital structure´
5.1 EQUITY
More detailed information on valid incentive
schemes for the Group’s key personnel are
presented in Note 2.4 Share-based payments.
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59 Siili Solutions Plc – Annual report 2024
FINANCIAL STATEMENTS
5.2 FINANCIAL RISK MANAGEMENT
The Siili Solutions Group is exposed to certain
financial risks in its normal business activities. The
Group’s management monitors business-related
financial risks on a regular basis. The objective of
the Group’s risk management is to minimise the
adverse effects of financial risks on the Group’s
result and financial position. Financial risks are mainly
caused by credit risk associated with counterparties,
funding liquidity risk as well as fluctuation of market
interest rates and foreign exchange rates.
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FINANCIAL STATEMENTS
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FINANCIAL STATEMENTS
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FINANCIAL STATEMENTS
5.4 OTHER INVESTMENTS AND
NON-CURRENT RECEIVABLES
EUR 1,000 2024 2023
Acquisition cost 1 Jan 1 1
Acquisition cost 31 Dec 1 1
5.5 LIQUID FUNDS
EUR 1,000 2024 2023
Cash and bank accounts 20,331 29,022
Cash in hand and at bank, total 20,331 29,022
Fixed-term deposits, maturity over 3 months
but no more than 12 months
- -
Total liquid funds 20,331 29,022
The company has accounts with an overdraft
facility whose credit lines amount to EUR 2,500
thousand in total. At the end of the financial
year 2024, no credit lines were utilised.
The liquid funds presented in the table correspond
to the liquid funds under the cash flow statement.
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FINANCIAL STATEMENTS
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64 Siili Solutions Plc – Annual report 2024
FINANCIAL STATEMENTS
6. Other notes
6.1 SUBSIDIARIES
Changes in group structure
During the financial year, Siili Solutions Plc increased
its ownership stake in its subsidiary Vala Group
Oy to 96.6% and in Supercharge Kft to 70%.
The Group’s parent and subsidiary relationships as at 31 December 2024 are as follows:
Name of the company Group’s holding Domicile
Siili Solutions Plc Parent Helsinki, Finland
Siili One Oy 100% Helsinki, Finland
Siili Spaiks Oy (dormant) 100% Helsinki, Finland
Haallas Finland Oy 100% Joensuu, Finland
Vala Group Oy
1
96.6% Helsinki, Finland
Siili Auto Oy
100% Helsinki, Finland
Subsidiaries owned by Siili Auto Oy
Siili Solutions Sp. z o.o.
100% Wrocław, Poland
Siili Solutions GmbH
100% Berlin, Germany
Siili Solutions Inc.
100% Delaware, USA
Supercharge Kft.
1
70% Budapest, Hungary
Subsidiaries owned by Supercharge Kft.
Supercharge
London Ltd.
70% London, United Kingdom
Supercharge
Netherlands B.V.
70% Amsterdam, Netherlands
Supercharge GmbH 70%
Vienna, Austria
Subsidiaries owned by Supercharge London Ltd.
Supercharge Inc. 70%
Delaware, USA
1 Vala Group Oy and Supercharge Kft. are 100% consolidated into the Group.
6.2 RELATED PARTY TRANSACTIONS
Information on Group companies is presented
in Note 6.1 Subsidiaries, while the remuneration
of the CEO and rest of the Management Team is
discussed in Note 2.3 Employee benefit expenses.
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65 Siili Solutions Plc – Annual report 2024
FINANCIAL STATEMENTS
6.3 COMMITMENTS AND
CONTINGENT ASSETS
Commitments given on own behalf
EUR 1,000 2024 2023
Lease collateral 356 353
Company pledges 23,000 23,075
Corporate cards 95 83
Lease guarantees 324 324
Bearer bonds are held at Nordea Bank
AB (publ), Finland branch.
More detailed information on financial liabilities
is presented in Note 5.6 Financial liabilities
and other interest-bearing liabilities.
Disputes and litigation
The Group does not have pending disputes or litigations.
6.4 MATERIAL EVENTS AFTER
THE FINANCIAL YEAR
Acquisition of Integrations Group Oy
On 18 November 2024, Siili Solutions Plc announced
it had signed an agreement to purchase a stake of
51% of the shares in the Finnish company Integrations
Group Oy. The transaction in Integrations Group Oy
shares was completed on 2 January 2025. Siili is
committed to purchasing the remaining 49% of shares
in Integrations Group Oy over the coming years in
parts as detailed in the shareholders’ agreement;
hence, Integrations Group Oy is consolidated
100% in the Siili Group as of 2 January 2025.
Integrations Group Oy is a company specialising
in integration implementations and services, based
in Espoo and Tampere. The company’s unaudited
revenue for the financial year 2024 was EUR
2.2 million, and its operating profit amounted to
EUR 0.3 million. The company has 13 employees.
Integrations Group Oy will continue to operate as
a stand-alone company under its own brand.
The acquisition of the majority stake in
Integrations Group executes on Siili’s strategic
objective to expand its business in the
growing data and generative AI market.
The acquisition does not have a material effect on the
Siili Group’s revenue, adjusted EBITA or balance sheet
values. The company will prepare an acquisition cost
calculation under IFRS 3 during the first year-half.
The Board of Directors of Siili Solutions Plc established a
matching share plan for key employees and resolved on a
new performance period for the performance share plan
Matching Share Plan 2025–2027
The Board of Directors of Siili Solutions Plc has resolved
to establish a Matching Share Plan directed to the key
employees of the Group. The purpose of the plan is
to commit the key employees to the company and to
offer them a competitive incentive plan that is based
on acquiring and accumulating Siili Solutions shares
as well as to encourage them to personally invest in
the company’s shares. The plan also aims to align the
interests of the shareholders and the key employees
to increase the value of the company in the long term.
The Matching Share Plan 2025–2027 consists of
one (1) matching period, which covers the years
2025–2027. The prerequisite for participation in the
plan and receiving a reward is that a participant
personally has acquired Siili Solutions shares within
the limits set by the Board of Directors. Furthermore,
payment of the reward is based on the participant’s
valid employment or director contract upon reward
payment. The potential rewards from the plan will
be paid after the end of the matching period.
The target group of the matching period 2025–2027
consists of approximately 30 key employees, including
the CEO and members of the Management Team. As
a reward for their commitment, Siili Solutions grants
the participants a gross reward of two (2) matching
shares for every three (3) shares committed to the plan.
The rewards will be paid by the end of May 2028.
Performance period 2025–2027 of the Performance
Share Plan 2023–2027
The Board of Directors of Siili Solutions Plc established
the Performance Share Plan 2023–2027 for the key
employees of the company in 2023. The Performance
Share Plan 2023–2027 comprises three performance
periods, covering the calendar years 2023–2025,
2024–2026 and 2025–2027. The key terms of the
Performance Share Plan 2023–2027 were published
in a stock exchange release on 24 January 2023.
The Board of Directors of Siili Solutions has
resolved on the target group, the amount of the
possible rewards and the performance criteria
for the performance period 2025–2027.
During the performance period 2025–2027,
the earning of rewards is based on the
following performance criteria:
– Revenue (EUR) in 2025 (weight 40%);
– EBITA (EUR) in 2025 (weight 60%);
– Development of shareholder value (TSR) in 2025–2027.
The target group of the Performance Share Plan
during the performance period 2025–2027 consists
of approximately 45 key employees, including
the Group’s CEO and Management Team. The
rewards will be paid by the end of May 2028.
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
66 Siili Solutions Plc – Annual report 2024
FINANCIAL STATEMENTS
General
The rewards to be paid based on the Matching
Share Plan 2025−2027 and Performance Share
Plan’s performance period 2025−2027 correspond
to the value of approximately 160,000 Siili
Solutions Plc shares in maximum total, also
including the portion to be paid in cash.
The rewards of the Matching Share Plan and the
Performance Share Plan will be paid partly in
Siili Solutions Plc shares and partly in cash. The
cash proportions of the rewards are intended
to cover taxes and social security contributions
arising from the rewards to the participants. In
general, no reward is paid if the participant’s
employment or director contract terminates during
the performance period or the matching period.
A member of the Management Team is obliged to
hold all the net shares paid to them under the new
plans until the value of their total shareholding in the
company corresponds to half of their annual salary.
Such number of shares must be held as long as the
membership in the Management Team continues.
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
67 Siili Solutions Plc – Annual report 2024
FINANCIAL STATEMENTS
Parent company’s financial statements, FAS
Parent company’s income statement
EUR Note
1 Jan 2024
–31 Dec 2024
1 Jan 2023
–31 Dec 2023
REVENUE 3.1 70,614,527.52 77,525,181.30
Other operating income 3.2 263,190.96 416,905.96
Materials and services 3.3
External services
-29,921,129.46
-32,346,271.98
-29,921,129.46 -32,346,271.98
Employee benefit expenses 3.4
Salaries and fees -24,902,977.82 -27,112,745.01
Personnel-related expenses
Pension expenses -4,203,982.82 -4,815,406.73
Other personnel related expenses -531,952.56 -769,123.48
-29,638,913.20 -32,697,275.22
Depreciation, amortisation and impairments 3.5
Depreciation and amortisation according to plan -934,350.83 -1,051,947.31
-934,350.83 -1,051,947.31
Other operating expenses 3.6 -8,434,505.95 -8,399,862.57
OPERATING PROFIT 1,948,819.04 3,446,730.18
Financial income and expenses 3.7
Income from group undertakings 2,122,674.20 2,525,602.93
Other interest and financial income 222,080.55 398,571.25
Interest expenses and other financial expenses -300,994.23 -215,940.16
2,043,760.52 2,708,234.02
PROFIT BEFORE APPROPRIATIONS AND TAXES 3,992,579.56 6,154,964.20
Appropriations 3.8 -2,362,000.00 -2,353,000.00
Income taxes 3.9
Taxes for the period -1,417.06 -358,369.29
-1,417.06 -358,369.29
PROFIT FOR THE PERIOD 1,629,162.50 3,443,594.91
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
68 Siili Solutions Plc – Annual report 2024
FINANCIAL STATEMENTS
Parent company’s statement of financial position
EUR Note 31 Dec 2024 31 Dec 2023
ASSETS
NON-CURRENT ASSETS
Intangible assets 4.1
Goodwill 191,751.32 637,558.27
Intangible rights 249,600.00 332,800.00
Other non-current costs 32,754.68 65,218.11
Development costs 1,019,114.12 671,259.07
Advance payments 0.00 189,864.75
Total intangible assets 1,493,220.12 1,896,700.20
Tangible assets 4.2
Machinery and equipment 210,997.09 286,477.91
Total tangible assets 210,997.09 286,477.91
Investments 4.3
Shares in Group companies 41,987,851.23 32,488,998.74
Total investments 41,987,851.23 32,488,998.74
Total non-current assets 43,692,068.44 34,672,176.85
CURRENT ASSETS
Receivables
Current 4.4. 4.5
Trade receivables 7,928,264.55 12,059,656.13
Receivables from Group companies 586,615.49 2,636,046.96
Other receivables 58,500.54 61,510.46
Prepaid expenses and accrued income 2,784,929.19 2,569,931.38
Total current assets 11,358,309.77 17,327,144.93
Liquid funds 14,221,080.60 22,616,238.33
Total current assets 25,579,390.37 39,943,383.26
TOTAL ASSETS 69,271,458.81 74,615,560.11
EUR Note 31 Dec 2024 31 Dec 2023
SHAREHOLDERS’ EQUITY AND LIABILITIES
SHAREHOLDERS’ EQUITY 4.6, 4.7
Share capital 100,000.00 100,000.00
Reserve for invested unrestricted equity 27,467,910.53 27,451,385.22
Treasury shares -461.413.59 -461,413.59
Profit (loss) for previous financial years 7,213,563.70 5,879,169.13
Profit (loss) for the period 1,629,162.50 3,443,594.91
Total shareholders’ equity 35,949,223.14 36,412,735.67
LIABILITIES
Non-current liabilities 4.8
Loans from financial institutions 3,716,679.42 6,230,357.96
Total non-current liabilities 3,716,679.42 6,230,357.96
Current liabilities 4.8-4.12
Loans from financial institutions 2,513,678.57 2,512,821.42
Advances received 866,996.47 1,115,929.62
Trade payables 1,842,048.91 2,405,457.30
Liabilities to Group companies 17,026,901.77 18,351,936.02
Other liabilities 2,098,012.61 2,224,898.23
Accrued expenses 5,257,917.92 5,361,423.89
Total current liabilities 29,605,556.25 31,972,466.48
Total liabilities 33,322,235.67 38,202,824.44
TOTAL EQUITY AND LIABILITIES 69,271,458.81 74,615,560.11
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
69 Siili Solutions Plc – Annual report 2024
FINANCIAL STATEMENTS
Parent company’s statement of cash flow
EUR Note
1 Jan 2024
–31 Dec 2024
1 Jan 2023
–31 Dec 2023
Cash flow from operations
Result before appropriations and taxes 3,992,579.56 6,154,964.20
Adjustments:
Depreciation and amortisation according to plan 3.5 934,350.83 1,051,947.31
Financial income and expenses 3.7 -2,043,760.52 -2,708,234.02
Other non-payment income and expenses 26,746.64 102,298.74
Cash flow before change in working capital 2,909,916.51 4,600,976.23
Change in working capital
Change in current non-interest-bearing trade receivables
4,706,023.57 -1,823,802.90
Change in non-interest-bearing liabilities
-1,041,164.44 -2,245,247.24
Cash flow from operations before financial items and taxes
6,574,775.64 531,926.09
Interest received 222,080.55 410,216.25
Interest paid and payments for other financial expenses of operating activities -257,365.64 -203,436.84
Direct taxes paid -377,656.18 -539,731.36
Cash flow from operations 6,161,834.37 198,974.14
Investments
Investments in tangible and intangible assets 4.1, 4.2 -491,776.01 -631,169.76
Proceeds from the sale of tangible and intangible assets 7,559.10 13,948.00
Acquisition of subsidiaries 4.3 -9,538,852.49 -4,201,225.26
Dividends received from subsidiaries 3.7 2,672,674.20 1,975,602.93
Investments in and capital refunds from associated companies 0.00 18,891.00
Cash flow from investments -7,350,395.20 -2,823,953.09
EUR Note
1 Jan 2024
–31 Dec 2024
1 Jan 2023
–31 Dec 2023
Financing
Non-current loans, repayments 4.8 -2,517,857.19 -2,517,857.16
Share subscriptions with stock options 4.6 16,525.31 52,946.08
Acquisition of treasury shares 4.6 - -494,797.39
Dividends paid 4.6 -2,109,200.34 -1,621,796.96
Group contribution received 1,053,600.00 -
Group contribution paid -2,653,000.00 -67,000.00
Change in Group cash pool liabilities -996,664.68 410,228.65
Cash flow from financing -7,206,596.90 -4,238,276.78
Net increase (+) / decrease (-) in liquid funds -8,395,157.73 -6,863,255.73
Liquid funds at beginning of the financial year 22,616,238.33 29,479,494.06
Liquid funds at end of the financial year 14,221,080.60 22,616,238.33
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
70 Siili Solutions Plc – Annual report 2024
FINANCIAL STATEMENTS
Notes to the parent
company’s financial
statements
1. Basic information
on the company
Siili Solutions Plc is a Finnish public limited-liability
company providing software systems development
services. Its share is quoted on the main list of NASDAQ
Helsinki Ltd since 20 April 2016. The company is
domiciled in Helsinki and its registered address is
Ruoholahdenkatu 21, Helsinki. Copies of the financial
statements are available online at www.siili.com/en
or at the company’s registered address.
The Board of Directors has approved these financial
statements for publication on 7 March 2025. Under the
Finnish Limited Liability Companies Act, the shareholders
may either adopt or reject the financial statements
after their publication. The Annual General Meeting
may also decide to amend the financial statements.
2. Accounting policies
Siili Solutions Plc’s financial statements
have been prepared in accordance with the
Finnish Accounting Standards (FAS).
FOREIGN CURRENCY ITEMS
Transactions in foreign currencies are recorded at
the rate of exchange prevailing on the transaction
date. Receivables and liabilities in foreign
currencies on the balance sheet on the financial
statements date are translated using the exchange
rate prevailing on the financial statements date.
Translation differences are recognised in the
financial statements through profit or loss.
RECOGNITION OF REVENUE FROM SALES
Revenue consists of work sales, project deliveries,
maintenance and licence sales. In calculating revenue,
indirect taxes, discounts granted, and foreign exchange
rate differentials are deducted from the sales revenue.
Sales revenue from services is recognised in the period
when the service is delivered. Revenue from maintenance
and licence sales is recognised over the contract period.
Income and expenses from project deliveries are
recognised as revenue and expenses based on the
completion rate when the outcome of the project can
be reliably estimated. Revenue recognition based
on completion rate is always based on estimates of
total income and expenses over the project duration
as well as a reliable measurement of the progress of
the project. If estimates of the project’s end result
change, the income-adjusted sales will be changed in
the financial year in which the change is first known
and can be estimated. Any loss expected from a
project is immediately recognised as an expense.
OTHER OPERATING INCOME
Proceeds from sale of PPE, government grants and
charges for services delivered to subsidiaries are
recognised in other operating income. Government
grants are recognised in the period when the costs
they are intended to compensate have emerged and
the company considers itself entitled to the grant.
RESEARCH AND DEVELOPMENT COSTS
Any research costs related to the development
of the company’s services are directly written
off as annual expenses in the income statement.
Development costs are either expensed in the
income statement or capitalised on the statement
of financial position on a case-by-case basis.
PENSIONS
The statutory pension cover for the company’s
personnel is arranged by statutory pension
insurance plans. Statutory pension costs are
recognised as an expense in the year of accrual.
RENTS AND LEASE PAYMENTS
Rents and leasing expenses are recognised
as annual expenses in accordance with
Finnish accounting legislation.
TAXES
The income statement includes the company’s
income taxes based on taxable profit for the period
as well as adjustments to prior year taxes.
TANGIBLE AND INTANGIBLE ASSETS
Tangible and intangible assets are recognised at initial
acquisition cost and depreciated and amortised on a
straight-line basis. The applicable depreciation and
amortisation periods and methods are as follows:
– Intangible assets 3–10 years, straight-line
– Tangible assets 3–5 years, straight-line
TRADE AND OTHER RECEIVABLES
Trade and other receivables are measured at
nominal value. A credit loss allowance is recognised
on trade receivables based on case-specific risk
assessment. The credit loss allowance is recognised
through profit or loss as an expense for the period.
LIQUID FUNDS AND LOANS FROM
FINANCIAL INSTITUTIONS
Liquid funds include cash and cash equivalents, bank
accounts, the group account and highly liquid bank
deposits with an agreed maturity. Utilised overdraft
facilities are presented in current liabilities in the
statement of financial position. Loans from financial
institutions are included in current and non-current
liabilities in the statement of financial position. Interest
expenses are recognised in the period when they arise.
EQUITY AND DIVIDENDS
The Board of Directors’ proposal on dividend distribution
is not deducted from distributable equity until approved
by the Annual General Meeting of shareholders.
TREASURY SHARES
The acquisition of treasury shares and related
transaction costs are presented in the reserve of
treasury shares. Transfers of treasury shares are
presented as an increase in the reserve of treasury
shares and as a reduction of retained earnings.
PROVISIONS
A provision is made when the company has a legal or
constructive obligation based on an earlier event and
it is likely that the performance of the obligation will
require a payment and the amount of the obligation
can be estimated reliably. The provision is presented
in the statement of financial position either in non-
current or current liabilities based on its nature.
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
71 Siili Solutions Plc – Annual report 2024
FINANCIAL STATEMENTS
DERIVATIVES INSTRUMENTS
Derivatives contacts entered into for hedging interest rate
risk are measured at fair value. Interest rate differentials
related to derivatives contracts recognised based on the
accruals principle as financial income and expenses.
MANAGEMENT’S JUDGMENT AND
THE USE OF ESTIMATES
The preparation of financial statements requires the
management of the company to make estimates and
assumptions affecting the contents of the financial
statements. Although the estimates are based on
management’s best current view, the outcomes may
differ significantly from the estimates. Any changes in
estimates and assumptions are reflected in reporting
for the financial year when the estimate or assumption
is revised as well as all subsequent financial years.
Estimates related to the financial statements are mainly
related to the recognition of revenue from long-term
projects, amortisation of goodwill and provisions.
Russia’s war of aggression against Ukraine has not
had and is not expected have a direct impact on
Siili’s business. However, the general uncertainty
and inflation in 2024 continued to affect in particular
our clients’ investment decisions, thereby also
weighing on Siili’s business. Slow recovery of the
economy is expected to continue to affect Siili’s
business and growth opportunities also in the
current financial year. According to management
observations and estimates, the impacts of the
market environment in the financial year 2024 were
moderate, and they are expected to reduce in 2025.
3. Notes to the income statement
3.1 BREAKDOWN OF REVENUE
BY MARKET AREA
EUR 2024 2023
Sales in Finland 66,563,849.72 73,247,952.75
Sales to abroad 4,050,677.80 4,277,228.55
Total 70,614,527.52 77,525,181.30
EUR 2024 2023
Revenue from projects based on
completion
985,262.82 1,524,098.44
% of revenue 1.4% 2.0%
3.2 OTHER OPERATING INCOME
EUR 2024 2023
Grants received 33,434.00 162,323.00
Other 10,042.10 28,635.00
Services to Group companies 219,714.86 211,999.96
Total 263,190.96 402,957.96
3.3 MATERIALS AND SERVICES
EUR 2024 2023
External services 29,921,129.46 32,346,271.98
Total 29,921,129.46 32,346,271.98
3.4 INFORMATION ON PERSONNEL
AND RELATED PARTIES
EUR 2024 2023
CEO’s salaries and remuneration 249,696.00 282,798.00
Board of Directors’ salaries and
remuneration
170,348.00 162,450.00
Other salaries and remuneration 24,482,933.82 26,667,497.01
Pension expenses 4,203,982.82 4,815,406.73
Other personnel related
expenses
531,952.56 769,123.48
Total 29,638,913.20 32,697,275.22
More detailed information is provided in Note 6.2 Related-party transactions.
2024 2023
Average number of personnel
372 403
3.5 DEPRECIATION, AMORTISATION
AND IMPAIRMENTS
EUR 2024 2023
Tangible assets
Machinery and equipment 125,351.37 115,051.12
Immaterial rights
Goodwill 485,806.95 674,427.53
Other intangible assets 323,192.51 262,468.66
Total 934,350.83 1,051,947.31
3.6 OTHER OPERATING EXPENSES
EUR 2024 2023
Voluntary personnel-related
expenses
1,190,011.60 1,144,294.16
Travel expenses 303,070.03 346,457.15
Lease and vehicle expenses 1,601,468.98 1,765,373.30
IT expenses 2,915,564.47 2,632,102.58
Marketing, sales promotion and
communications expenses
730,591.14 609,235.31
Expert services 899,878.00 665,254.86
Service purchases from Group
companies
63,119.01 318,280.69
Other operating expenses 730,802.72 918,864.52
Total 8,434,505.95 8,399,862.57
Audit fees (KPMG Oy Ab)
EUR 2024 2023
Audit fees 155,530.00 147,735.00
Statutory opinions 12,830.00 15,774.00
Tax services 0.00 0.00
Other services 90,000.00 0.00
Total 258,360.00 163,509.00
3.7 FINANCIAL INCOME AND EXPENSES
EUR 2024 2023
Dividends from Group
companies
2,122,674.20 2,525,602.93
Interest income and other
financial income
209,900.23 398,571.25
Foreign exchange gains
12,180.32 -
Interest expenses on loans from
financial institutions
-124,417.72 -171,412.29
Impairment of a capital loan
eceivable
0.00 18,891.00
Other financial expenses
-176,576.51 -54,976.87
Foreign exchange losses
0.00 -8,442.00
Total 2,043,760.52 2,708,234.02
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
72 Siili Solutions Plc – Annual report 2024
FINANCIAL STATEMENTS
3.8 APPROPRIATIONS
EUR 2024 2023
Group contribution received 0.00 300,000.00
Group contribution paid -2,362,000.00 -2,653,000.00
Total -2,362,000.00 -2,353,000.00
3.9 INCOME TAXES
EUR 2024 2023
Tilikauden verot -1,417.06 -371,866.04
Tax for previous financial years 0.00 13,496.75
Total -1,417.06 -358,369.29
4. Notes to the statement of financial position
4.1 GOODWILL AND INTANGIBLE ASSETS
EUR Goodwill Immaterial rights
Other non-current
assets Development costs Advance payments Total
Acquisition cost 1 Jan 2024 14,043,677.10 416,000.00 503,177.18 813,148.64 189,864.75 15,965,867.67
Additions 40,000.00 0.00 0.00 58,592.25 306,927.13 405,519.38
Disposals 0.00 0.00 0.00 0.00 0.00 0.00
Reclassifications 0.00 0.00 0.00 496,791.88 -496,791.88 0.00
Acquisition cost 31 Dec 2024 14,083,677.10 416,000.00 503,177.18 1,368,532.77 0.00 16,371,387.05
Acc. amortisation 1 Jan 2024 -13,406,118.83 -83,200.00 -437,959.07 -141,889.57 0.00 -14,069,167.47
Disposals 0.00 0.00 0.00 0.00 0.00 0.00
Amortisation for the period -485,806.95 -83,200.00 -32,463.43 -207,529.08 0.00 -808,999.46
Acc. amortisation 31 Dec 2024 -13,891,925.78 -166,400.00 -470,422.50 -349,418.65 0.00 -14,878,166.93
Carrying amount 31 Dec 2024 191,751.32 249,600.00 32,754.68 1,019,114.12 0.00 1,493,220.12
EUR Goodwill Immaterial rights
Other non-current
assets Development costs Advance payments Total
Acquisition cost 1 Jan 2023 13,802,395.18 416,000.00 464,487.78 358,637.03 125,842.42 15,167,362.41
Additions 241,281.92 0.00 38,689.40 242,433.99 276,099.95 798,505.26
Disposals 0.00 0.00 0.00 0.00 0.00 0.00
Reclassifications 0.00 0.00 0.00 212,077.62 -212,077.62 0.00
Acquisition cost 31 Dec 2023 14,043,677.10 416,000.00 503,177.18 813,148.64 189,864.75 15,965,867.67
Acc. amortisation 1 Jan 2023 -12,731,691.30 0.00 -385,180.66 -15,399.32 0.00 -13,132,271.28
Disposals 0.00 0.00 0.00 0.00 0.00 0.00
Amortisation for the period -674,427.53 -83,200.00 -52,778.41 -126,490.25 0.00 -936,896.19
Acc. amortisation 31 Dec 2023 -13,406,118.83 -83,200.00 -437,959.07 -141,889.57 0.00 -14,069,167.47
Carrying amount 31 Dec 2023 637,558.27 332,800.00 65,218.11 671,259.07 189,864.75 1,896,700.20
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
73 Siili Solutions Plc – Annual report 2024
FINANCIAL STATEMENTS
4.2 TANGIBLE ASSETS
EUR Machinery and equipment
Acquisition cost 1 Jan 2024 2,329,971.63
Additions 49,870.55
Disposals -239,761.48
Reclassifications 0.00
Acquisition cost 31 Dec 2024 2,140,080.70
Acc.depreciation 1 Jan 2024 -2,043,493.72
Disposals 239,761.48
Depreciation for the period -125,351.37
Acc. depreciation 31 Dec 2024 -1,929,083.61
Carrying amount 31 Dec 2024 210,997.09
EUR Machinery and equipment
Acquisition cost 1 Jan 2023 2,357,398.42
Additions 69,963.30
Disposals -97,390.09
Reclassifications 0.00
Acquisition cost 31 Dec 2023 2,329,971.63
Acc. depreciation 1 Jan 2023 -2,025,832.69
Disposals 97,390.09
Depreciation for the period -115,051.12
Acc. depreciation 31 Dec 2023 -2,043,493.72
Carrying amount 31 Dec 2023 286,477.91
4.3 INVESTMENTS
Shares in Group companies
EUR 2023 2022
Carrying amount 1 Jan 32,488,998.74 28,445,994.51
Increases in the period 9,500,659.76 4,043,004.23
Reclassifications -1,807.27 0.00
Carrying amount 31 Dec 41,987,851.23 32,488,998.74
4.4 RECEIVABLES FROM GROUP COMPANIES
EUR 2024 2023
Trade receivables 565,461.20 1,032,446.96
Group cash-pool receivables 21,154.29 0.00
Dividend receivables 0.00 550,000.00
Group contribution receivables 0.00 1,053,600.00
Total 586,615.49 2,636,046.96
4.5 CURRENT RECEIVABLES
Prepaid expenses and accrued income
EUR 2024 2023
Receivables related to projects
based on completion
154,722.26 175,979.84
Other allocation of income 107,980.99 204,581.47
Derivatives receivables 21,720.00 78,325.00
Other accrued income and
prepaid expenses
1,038,553.94 555,601.86
Advances paid 1,461,952.00 1,553,190.01
Total 2,784,929.19 2,567,678.18
Trade and other current receivables
EUR 2024 2023
Trade receivables 7,928,264.55 12,059,728.14
Credit loss allowance 0.00 -72.01
Lease collateral receivables 58,177.46 58,177.46
Other short-term receivables 323.08 3,333.00
Total 7,986,765.09 12,121,166.59
4.6 CHANGES IN SHAREHOLDERS’ EQUITY
EUR 2024 2023
Share capital 1 Jan 100,000.00 100,000.00
Share capital 31 Dec 100,000.00 100,000.00
Reserve for invested unrestricted equity 1 Jan 27,451,385.22 27,398,439.14
Share subscriptions with stock options 16 525,31 52,946.08
Reserve for invested unrestricted equity 31 Dec 27 467 910,53 27,451,385.22
Treasury shares 1 Jan -461,413.59 0.00
Acquisitions of treasury shares 0.00 -494,797.39
Transfers of treasury shares 0.00 33,383.80
Treasury shares 31 Dec -461,413.59 -461,413.59
Retained earnings 1 Jan 9,322,764.04 7,534,280.73
Distribution of dividends -2,109,200.34 -1,621,727.80
Transfers of treasury shares 0.00 -33,383.80
Retained earnings 31 Dec 7,213,563.70 5,879,169.13
Profit for the period 1,629,162.50 3,443,594.91
Total shareholders’ equity 35,949,223.14 36,412,735.67
4.7 STATEMENT OF DISTRIBUTABLE FUNDS
EUR 2023 2022
Reserve for invested unrestricted equity 27,467,910.53 27,451,385.22
Retained earnings 7.213.563.70 5.879.169.13
Profit for the period 1.629.162.50 3.443.594.91
Less capitalised development costs -1,019,114.12 -861,123.82
Total distributable funds 35,291,522.61 35,913,025.44
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.18 (0.26) per share be paid for the financial period 2024.
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
74 Siili Solutions Plc – Annual report 2024
FINANCIAL STATEMENTS
4.8 INTEREST-BEARING LIABILITIES
EUR 2024 2023
Maturing in in the following the
financial year
2,513,678.57 2,512,821.42
Maturing later 3,716,679.42 6,230,357.96
Total 6,230,357.99 8,743,179.38
Company has no liabilities liabilities maturing in more than five years.
Company pledges of EUR 23,000 thousand are placed as collateral
for loans and a credit line of EUR 2,500 thousand. At the end of
financial years 2023 and 2022, the credit line was not utilised.
4.9 ADVANCES RECEIVED
EUR 2024 2023
Advance payments received
from projects based on
completion
111,260.04 32,831.39
Advance payments received,
other
755,736.43 1,083,098.23
Total 866,996.47 1,115,929.62
4.10 LIABILITIES TO GROUP COMPANIES
EUR 2024 2023
Trade payables 2,692,055.05 2,704,523.03
Other liabilities 0.00 3,747.30
Group contribution liability 2,362,000.00 2,653,000.00
Group cash-pool liability 11,972,846.72 12,990,665.69
Total 17,026,901.77 18,351,936.02
4.11 TRADE AND OTHER PAYABLES
EUR 2024 2023
Trade payables 1,842,048.91 2,405,457.30
Withholding tax liabilities 578,537.23 610,745.80
VAT liabilities 1,488,118.40 1,583,828.89
Other short-term payables 31,356.98 30,323.54
Total 3,940,061.52 4,630,355.53
4.12 ACCRUED EXPENSES
EUR 2024 2023
Salary costs 57,662.30 72,181.70
Vacation pay and related social
costs
3,817,935.93 4,019,903.93
Social cost liabilities 602,043.29 727,516.94
Other accruals 780,276.40 541,821.32
Total 5,257,917.92 5,361,423.89
5. Other notes
5.1 COLLATERAL PROVIDED, COMMITMENTS AND OTHER GUARANTEES
Lease liabilities
EUR 2024 2023
Maturing in in the following the financial year 1,522,118.61 1,676,905.87
Maturing later 1,213,543.14 648,438.50
Total 2,735,661.75 2,325,344.37
Commitments provided
EUR 2024 2023
Lease collateral 86,500.55 86,500.55
Lease guarantees 314,427.03 113,062.78
Corporate cards 82,778.25 58,927.26
Total 483,705.83 263,550.50
Collateral
EUR 2024 2023
Company pledges 23,000,000.00 23,000,000.00
Total 23,000,000.00 23,000,000.00
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
75 Siili Solutions Plc – Annual report 2024
FINANCIAL STATEMENTS
5.2 SHARE
Largest registered shareholders as at 31 Dec 2024
Number of shares %
Lamy Oy 1,301,267 15.99%
Ilmarinen Mutual Pension Insurance Company 613,350 7.53%
Erina Oy 518,592 6.37%
Danske Invest Finland Equity Fund 429,294 5.27%
Elo Mutual Pension Insurance Company 415,000 5.10%
Varma Mutual Pension Insurance Company 324,034 3.98%
OP-Finland Small Cap Fund 298,979 3.06%
Säästöpankki Small Cap Mutual Fund 128,150 1.57%
Säästöpankki Kotimaa Fund 116,250 1.43%
Narvanto Kirsi Annuli 110,481 1.36%
Kurek Wojciech 77,625 0.95%
Aktia Nordic Small Cap Mutual Fund 58,250 0.72%
eQ Nordic Small Cap Mutual Fund 50,000 0.61%
Yli-Krekola Antti Veikko 49,200 0.60%
Oy Famkro Ab 45,400 0.56%
Järviseudun Peruna Oy 40,000 0.49%
Siljamäki Samuli Johannes 37,000 0.45%
Ilmoniemi Mika Kalervo 32,012 0.39%
Toiviainen Yrjö Tapio 30,094 0.37%
Siili Solutions Plc. 27,954 0.34%
20 largest, total 4,652,932 57.16%
Nominee registered, total 1,388,637 17.06%
Other shareholders 2,098,694 25.78%
Outstanding shares, total 8,112,309 99.66%
Treasury shares held by Siili Solutions Plc 27,954 0.34%
Total number of shares 8,140,263 100.00%
Breakdown of shareholdings 31 Dec 2024
Number of shareholders % of shareholders
1–100 3,230 55.84%
101–1,000 2,154 37.24%
1,001–10,000 352 6.09%
10,001–100,000 36 0.62%
100,001–1,000,000 10 0.17%
1,000,001– 2 0.03%
Total 5,784 100%
Shareholders by sector 31 Dec 2024
Number of shareholders % of shareholders
Private companies 164 2.84%
Financial and insurance institutions 12 0.21%
Public sector organizations 3 0.05%
Households 5,571 96.32%
Non-profit instit serving households 10 0.17%
Foreigners 16 0.28%
Nominee registered 8 0.14%
Total 5,784 100%
The company’s shares are quoted on the main list of Nasdaq Helsinki Ltd since 20 April 2016.
Ticker symbol of the share SIILI
ISIN code FI4000043435
Highest price during the financial year (EUR) 9.90
Lowest price during the financial year (EUR) 5.32
Closing price at the end of the financial year (EUR) 5.66
Market capitalisation as at 31 December 2023 (EUR) 45,915,669.00
Trading volume 1 Jan–31 Dec 2023 (number of shares) 1,830,449.00
Average price 1 Jan–31 Dec 2023 (EUR) 7.74
Share turnover % of total number of shares 22.5%
Number of shares as at 31 December 2023 8,140,263
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
76 Siili Solutions Plc – Annual report 2024
FINANCIAL STATEMENTS
5.3 RELATED-PARTY TRANSACTIONS
Shareholdings of the members of the Board of Directors,
CEO and Management Team (number of shares)
2024 2023
Chief Executive Officer
1
5,880 2,820
Board of Directors
2
875 6,763
Management Team 4,785 22,227
Total 11,540 31,810
1 Tomi Pienimäki's controlled entity Greater Fool Oy held a total of 15,500 shares as at 31
December 2024, which are excluded from the holdings listed in the table.
2 Harry Brade’s controlled entity Lamy Oy held a total of 1,301,267 shares as at 31
December 2024, which are excluded from the holdings listed in the table.
The company did not have other material related-
party transactions than transactions between Group
companies. These related party transactions are
undertaken on market terms. Information on Group
companies is presented in the Consolidated Financial
Statement Note 6.1 Subsidiaries, while the remuneration
of the CEO and rest of the Management Team is
discussed in Note 2.3 Employee benefit expenses.
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
77 Siili Solutions Plc – Annual report 2024
FINANCIAL STATEMENTS
Signatures to the financial statements and Report of the Board of Directors
Confirmation of the Board of Directors and the CEO
We confirm that:
– the consolidated financial statements prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted by the European Union and the financial
statements of the parent company prepared in accordance with the laws and regulations governing the preparation of financial statements in Finland give a true and fair view of the
assets, liabilities, financial position and profit or loss of the company and the undertakings included in the consolidation taken as a whole;
– the management report includes a fair review of the development and performance of the business and the position of the company and the undertakings included in the consolidation
taken as a whole, together with a description of the principal risks and uncertainties that they face and
– that the sustainability report within management report is prepared in accordance with sustainability reporting standards referred to in Chapter 7 of the Accounting Act and with the
Article 8 of Taxonomy Regulation
Helsinki, 7 March 2025
HARRY BRADE KATARINA CANTELL HENNA MÄKINEN
Chair of the Board of Directors Member of the Board Member of the Board
TERO OJANPERÄ JESSE MAULA TOMI PIENIMÄKI
Member of the Board Member of the Board Chief Executive Officer
Auditor’s note
Our auditor’s report has been issued today.
Helsinki, 7 March 2025
KPMG Oy Ab
Audit Firm
LEENAKAISA WINBERG
APA
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
78 Siili Solutions Plc – Annual report 2024
FINANCIAL STATEMENTS
Auditor’s Report
This document is an English translation of
the Finnish auditor’s report. Only the Finnish
version of the report is legally binding.
To the Annual General Meeting
of Siili Solutions Plc
Report on the Audit of the
Financial Statements
OPINION
We have audited the financial statements of Siili
Solutions Plc (business identity code 1979903-
5) for the year ended 31 December, 2024. The
financial statements comprise the consolidated
balance sheet, income statement, statement of
comprehensive income, statement of changes in
equity, statement of cash flows and notes, including
material accounting policy information, as well
as the parent company’s balance sheet, income
statement, statement of cash flows and notes.
In our opinion
– the consolidated financial statements give a true and
fair view of the group’s financial position, financial
performance and cash flows in accordance with IFRS
Accounting Standards as adopted by the EU
– the financial statements give a true and fair view of the
parent company’s financial performance and financial
position in accordance with the laws and regulations
governing the preparation of financial statements in
Finland and comply with statutory requirements.
Our opinion is consistent with the additional
report submitted to the Audit Committee.
BASIS FOR OPINION
We conducted our audit in accordance with good
auditing practice in Finland. Our responsibilities
under good auditing practice are further described
in the Auditor’s Responsibilities for the Audit of
the Financial Statements section of our report.
We are independent of the parent company
and of the group companies in accordance with
the ethical requirements that are applicable in
Finland and are relevant to our audit, and we
have fulfilled our other ethical responsibilities
in accordance with these requirements.
In our best knowledge and understanding, the non-
audit services that we have provided to the parent
company and group companies are in compliance
with laws and regulations applicable in Finland
regarding these services, and we have not provided
any prohibited non-audit services referred to in
Article 5(1) of regulation (EU) 537/2014. The non-audit
services that we have provided have been disclosed
in note 2.5 to the consolidated financial statements.
We believe that the audit evidence we
have obtained is sufficient and appropriate
to provide a basis for our opinion.
MATERIALITY
The scope of our audit was influenced by our application
of materiality. The materiality is determined based on
our professional judgement and is used to determine
the nature, timing and extent of our audit procedures
and to evaluate the effect of identified misstatements
on the financial statements as a whole. The level of
materiality we set is based on our assessment of the
magnitude of misstatements that, individually or in
aggregate, could reasonably be expected to have
influence on the economic decisions of the users
of the financial statements. We have also taken into
account misstatements and/or possible misstatements
that in our opinion are material for qualitative
reasons for the users of the financial statements.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our
professional judgment, were of most significance in
our audit of the financial statements of the current
period. These matters were addressed in the context
of our audit of the financial statements as a whole, and
in forming our opinion thereon, and we do not provide
a separate opinion on these matters. The significant
risks of material misstatement referred to in the EU
Regulation No 537/2014 point (c) of Article 10(2) are
included in the description of key audit matters below.
We have also addressed the risk of management
override of internal controls. This includes consideration
of whether there was evidence of management bias that
represented a risk of material misstatement due to fraud.
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79 Siili Solutions Plc – Annual report 2024
FINANCIAL STATEMENTS
THE KEY AUDIT MATTER HOW THE MATTER WAS ADDRESSED IN THE AUDIT
Valuation of goodwill and acquisition related intangible assets (reference to the consolidated financial statements
and notes 3.1, 3.2 and 3.5)
The Group has expanded its activities through
acquisitions. As a result, the Group's assets
include a significant amount of goodwill and
acquisition-related intangible assets. At year-end
2024, the group had EUR 31.9 million of goodwill
and EUR 5.8 million of intangible assets.
Goodwill and intangible assets are
tested for impairment annually.
Estimating future cash flows in impairment tests
involves a significant amount of management judgment
in respect of revenue growth, profitability, long-term
growth rate and discount rates, among others.
Valuation of goodwill and acquisition related
intangible assets are considered a key audit
matter due to the significant carrying values and
high level of management judgement involved.
Our audit procedures regarding impairment
testing included, among others:
– Assessing the key assumptions used in the
calculations, such as profitability levels, discount rates
used and long-term growth rate.
– Assessing whether the methods and the key
assumptions used are appropriate and have been
consistently applied year-on-year.
– Involving KPMG valuation specialists when considering
the appropriateness of the assumptions used in relation
to market and industry information and testing the
technical accuracy of the calculations.
In addition, we have assessed the
appropriateness of the group’s disclosures
in respect of the impairment testing.
THE KEY AUDIT MATTER HOW THE MATTER WAS ADDRESSED IN THE AUDIT
Revenue recognition (reference to the consolidated financial statements and notes 2.1)
Revenue recognition is one of our focus
areas for example due to following:
– The company's services consist of tailormade software
solutions, and majority of the consolidated revenue
is based on hourly billing. Revenue based on service
hours is recognized in the financial period in which the
provided service was performed. The correctness of
the working hours entered in the time tracking system
as well as the efficiency of management's controls
over those hours are emphasized when assessing the
appropriateness of revenue recognition.
– Regarding fixed price projects the satisfaction of the
performance obligation shall be monitored throughout
the project delivery. Revenue recognition based on
satisfaction of performance involves management
judgment and estimates especially when forecasting
total costs of the project and resources needed.
– Our audit procedures covered assessment of the
control environment relating to revenue recognition,
as well as testing the operating effectiveness of the
associated key controls. In addition, we performed
substantive and analytical procedures over revenue.
– We assessed group's revenue recognition principles in
relation to IFRS standards.
– We assessed the processes for tracking, recording and
invoicing sales. In addition, we assessed the accuracy
of the recognition of revenue on accrual basis.
– We assessed the appropriateness of the revenue
recognized for projects based on satisfaction of
performance and evaluated company's process for
identifying potential losses related to these projects.
– In addition, we have assessed the appropriateness of
the group’s disclosures in respect of revenue.
We have not identified key audit matters relating to the parent company’s financial statements.
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80 Siili Solutions Plc – Annual report 2024
FINANCIAL STATEMENTS
RESPONSIBILITIES OF THE BOARD OF
DIRECTORS AND THE MANAGING DIRECTOR
FOR THE FINANCIAL STATEMENTS
The Board of Directors and the Managing Director are
responsible for the preparation of consolidated financial
statements that give a true and fair view in accordance
with IFRS Accounting Standards as adopted by the
EU, and of financial statements that give a true and
fair view in accordance with the laws and regulations
governing the preparation of financial statements
in Finland and comply with statutory requirements.
The Board of Directors and the Managing Director
are also responsible for such internal control as they
determine is necessary to enable the preparation
of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the Board of
Directors and the Managing Director are responsible
for assessing the parent company’s and the group’s
ability to continue as a going concern, disclosing, as
applicable, matters relating to going concern and using
the going concern basis of accounting. The financial
statements are prepared using the going concern basis
of accounting unless there is an intention to liquidate
the parent company or the group or cease operations,
or there is no realistic alternative but to do so.
AUDITOR’S RESPONSIBILITIES FOR THE
AUDIT OF THE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error,
and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance
with good auditing practice will always detect a material
misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of
users taken on the basis of the financial statements.
As part of an audit in accordance with good auditing
practice, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
– Identify and assess the risks of material misstatement of
the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal
control.
– Obtain an understanding of internal control relevant
to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness
of the parent company’s or the group’s internal control.
– Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by management.
– Conclude on the appropriateness of the Board of
Directors’ and the Managing Director’s use of the going
concern basis of accounting and based on the audit
evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant
doubt on the parent company’s or the group’s ability
to continue as a going concern. If we conclude that
a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures
in the financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions
are based on the audit evidence obtained up to the
date of our auditor’s report. However, future events or
conditions may cause the parent company or the group
to cease to continue as a going concern.
– Evaluate the overall presentation, structure and content
of the financial statements, including the disclosures,
and whether the financial statements represent the
underlying transactions and events so that the financial
statements give a true and fair view.
– Plan and perform the group audit to obtain sufficient
appropriate audit evidence regarding the financial
information of the entities or business units within
the group as a basis for forming an opinion on the
group financial statements. We are responsible for the
direction, supervision and review of the audit work
performed for purposes of the group audit. We remain
solely responsible for our audit opinion.
We communicate with those charged with governance
regarding, among other matters, the planned
scope and timing of the audit and significant audit
findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with
a statement that we have complied with relevant
ethical requirements regarding independence, and
communicate with them all relationships and other
matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with
governance, we determine those matters that were of
most significance in the audit of the financial statements
of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report
unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated
in our report because the adverse consequences of
doing so would reasonably be expected to outweigh
the public interest benefits of such communication.
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
81 Siili Solutions Plc – Annual report 2024
FINANCIAL STATEMENTS
Other Reporting Requirements
INFORMATION ON OUR AUDIT ENGAGEMENT
We were first appointed as auditors by the Annual
General Meeting on 12.3.2010, and our appointment
represents a total period of uninterrupted engagement
of 14 years. Siili Solutions Plc became a public interest
entity on 20.4.2016. We have been the company’s
auditors since it became a public interest entity.
OTHER INFORMATION
The Board of Directors and the Managing Director are
responsible for the other information. The other information
comprises the report of the Board of Directors and the
information included in the Annual Report, but does not
include the financial statements or our auditor’s report
thereon. We have obtained the report of the Board of
Directors prior to the date of this auditor’s report, and
the Annual Report is expected to be made available
to us after that date. Our opinion on the financial
statements does not cover the other information.
In connection with our audit of the financial statements,
our responsibility is to read the other information
identified above and, in doing so, consider whether
the other information is materially inconsistent with
the financial statements or our knowledge obtained
in the audit, or otherwise appears to be materially
misstated. With respect to the report of the Board of
Directors, our responsibility also includes considering
whether the report of the Board of Directors has been
prepared in compliance with the applicable provisions,
excluding the sustainability report information on which
there are provisions in Chapter 7 of the Accounting
Act and in the sustainability reporting standards.
In our opinion, the information in the report of the
Board of Directors is consistent with the information
in the financial statements and the report of the
Board of Directors has been prepared in compliance
with the applicable provisions. Our opinion does not
cover the sustainability report information on which
there are provisions in Chapter 7 of the Accounting
Act and in the sustainability reporting standards.
If, based on the work we have performed on the other
information that we obtained prior to the date of this
auditor’s report, we conclude that there is a material
misstatement of this other information, we are required to
report that fact. We have nothing to report in this regard.
Helsinki, 7 March 2025
KPMG OY AB
Leenakaisa Winberg
Authorised Public Accountant, KHT
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82 Siili Solutions Plc – Annual report 2024
FINANCIAL STATEMENTS
Assurance Report on the Sustainability Statement
This document is an English translation of the Finnish
Assurance Report on the Sustainability Report. Only
the Finnish version of the report is legally binding.
To the Annual General Meeting
of Siili Solutions Plc
We have performed a limited assurance engagement
on the group sustainability statement of Siili
Solutions Plc (business identity code 1979903-
5) that is referred to in Chapter 7 of the Accounting
Act and that is included in the report of the Board
of Directors for the financial year 1.1.–31.12.2024.
OPINION
Based on the procedures we have performed
and the evidence we have obtained, nothing has
come to our attention that causes us to believe
that the group sustainability statement does
not comply, in all material respects, with
1) the requirements laid down in Chapter 7 of the
Accounting Act and the sustainability reporting
standards (ESRS);
2) the requirements laid down in Article 8 of the
Regulation (EU) 2020/852 of the European Parliament
and of the Council on the establishment of a
framework to facilitate sustainable investment, and
amending Regulation (EU) 2019/2088 (EU Taxonomy).
Point 1 above also contains the process in which
Siili Solutions Plc has identified the information
for reporting in accordance with the sustainability
reporting standards (double materiality assessment)
and the tagging of information as referred to in
Chapter 7, Section 22 of the Accounting Act.
Our opinion does not cover the tagging of the group
sustainability statement with digital XBRL sustainability
tags in accordance with Chapter 7, Section 22,
Subsection 1(2), of the Accounting Act, because
sustainability reporting companies have not had the
possibility to comply with that provision in the absence of
the ESEF regulation or other European Union legislation.
BASIS FOR OPINION
We performed the assurance of the group sustainability
statement as a limited assurance engagement
in compliance with good assurance practice in
Finland and with the International Standard on
Assurance Engagements (ISAE) 3000 (Revised)
Assurance Engagements Other than Audits or
Reviews of Historical Financial Information.
Our responsibilities under this standard are further
described in the Responsibilities of the Authorized
Group Sustainability Auditor section of our report.
We believe that the evidence we have
obtained is sufficient and appropriate to
provide a basis for our opinion.
OTHER MATTER
We draw attention to the fact that the group
sustainability statement of Siili Solutions Plc
that is referred to in Chapter 7 of the Accounting
Act has been prepared and assurance has been
provided for it for the first time for the financial year
1.1.–31.12.2024. Our opinion does not cover the
comparative information that has been presented
in the group sustainability statement. Our opinion
is not modified in respect of this matter.
AUTHORIZED GROUP SUSTAINABILITY
AUDITOR'S INDEPENDENCE AND
QUALITY MANAGEMENT
We are independent of the parent company and of
the group companies in accordance with the ethical
requirements that are applicable in Finland and are relevant
to our engagement, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
The authorized group sustainability auditor applies
International Standard on Quality Management
ISQM 1, which requires the authorized sustainability
audit firm to design, implement and operate a
system of quality management including policies
or procedures regarding compliance with ethical
requirements, professional standards and
applicable legal and regulatory requirements.
RESPONSIBILITIES OF THE BOARD OF
DIRECTORS AND THE MANAGING DIRECTOR
The Board of Directors and the Managing Director
of Siili Solutions Plc are responsible for:
– the group sustainability statement and for its
preparation and presentation in accordance with
the provisions of Chapter 7 of the Accounting Act,
including the process that has been defined in the
sustainability reporting standards and in which the
information for reporting in accordance with the
sustainability reporting standards has been identified
as well as the tagging of information as referred to in
Chapter 7, Section 22 of the Accounting Act and
– the compliance of the group sustainability statement
with the requirements laid down in Article 8 of
the Regulation (EU) 2020/852 of the European
Parliament and of the Council on the establishment
of a framework to facilitate sustainable investment,
and amending Regulation (EU) 2019/2088;
– such internal control as the Board of Directors and
the Managing Director determine is necessary to
enable the preparation of a group sustainability
statement that is free from material misstatement,
whether due to fraud or error.
INHERENT LIMITATIONS IN THE PREPARATION
OF A SUSTAINABILITY REPORT
Preparation of the sustainability statement requires
company to make materiality assessment to identify
relevant matters to report. This includes significant
management judgement and choices. It is also
characteristic to the sustainability reporting that
reporting of this kind of information includes estimates
and assumptions as well as measurement and
estimation uncertainty. Furthermore, when reporting
forward looking information company has to disclose
assumptions related to potential future events
and describe company´s possible future actions in
relation to these events. Actual outcome may differ as
forecasted events do not always occur as expected.
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83 Siili Solutions Plc – Annual report 2024
FINANCIAL STATEMENTS
RESPONSIBILITIES OF THE AUTHORIZED
GROUP SUSTAINABILITY AUDITOR
Our responsibility is to perform an assurance
engagement to obtain limited assurance about
whether the group sustainability statement is free
from material misstatement, whether due to fraud
or error, and to issue a limited assurance report
that includes our opinion. Misstatements can arise
from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably
be expected to influence the decisions of users taken
on the basis of the group sustainability statement.
Compliance with the International Standard
on Assurance Engagements (ISAE) 3000
(Revised) requires that we exercise professional
judgment and maintain professional scepticism
throughout the engagement. We also:
– Identify and assess the risks of material misstatement
of the group sustainability statement, whether due to
fraud or error, and obtain an understanding of internal
control relevant to the engagement in order to design
assurance procedures that are appropriate in the
circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the parent company’s or
the group’s internal control.
– Design and perform assurance procedures responsive
to those risks to obtain evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud
may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
DESCRIPTION OF THE PROCEDURES
THAT HAVE BEEN PERFORMED
The procedures performed in a limited assurance
engagement vary in nature and timing from, and
are less in extent than for, a reasonable assurance
engagement. The nature, timing and extent of
assurance procedures selected depend on professional
judgment, including the assessment of risks of
material misstatement, whether due to fraud or error.
Consequently, the level of assurance obtained in a
limited assurance engagement is substantially lower
than the assurance that would have been obtained had
a reasonable assurance engagement been performed.
Our procedures included for ex. the following:
– We interviewed Siili Solutions Plc’s management and
persons responsible for the preparation and gathering
of the sustainability information.
– We familiarized with interviews to the key processes
related to collecting and consolidating the
sustainability information.
– We got acquainted with the relevant guidances
and policies related to the sustainability information
disclosed in the sustainability statement.
– We acquainted ourselves to the background
documentation and other records prepared by the
company, as appropriate and assessed how they
support the information included in the sustainability
statement.
– In relation to the double materiality assessment
process, we interviewed persons responsible
for the process and familiarized ourselves with
the process description prepared of the double
materiality assessment and other documentation and
background materials.
– In relation to the EU taxonomy information we
interviewed the management of the company
and persons with key roles in reporting taxonomy
information to understand how taxonomy eligible
activities have been identified, we obtained evidence
supporting the interviews and reconciled the reported
EU taxonomy information to supporting documents
and to the bookkeeping, as applicable.
– We assessed the application of the ESRS
sustainability reporting standards reporting principles
in the presentation of the sustainability information.
Helsinki, 7 March 2025
KPMG OY AB
Authorized Sustainability Audit Firm
Leenakaisa Winberg
Authorized Sustainability Auditor, KRT
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84 Siili Solutions Plc – Annual report 2024
FINANCIAL STATEMENTS
Independent auditor's report on the ESEF financial statements of Siili Solutions Plc
To the Board of Directors
of Siili Solutions Plc
We have performed a reasonable assurance
engagement on the financial statements
7437003WYXJUSV27Q316-2024-12-31-0-en.
zip of Siili Solutions Plc (Business ID 1979903-5)
that have been prepared in accordance with
the Commission's regulatory technical standard
for the financial year ended 31.12.2024.
RESPONSIBILITIES OF THE BOARD OF
DIRECTORS AND THE MANAGING DIRECTOR
The Board of Directors and the Managing
Director are responsible for the preparation of
the company's report of the Board of Directors
and financial statements (the ESEF financial
statements) in such a way that they comply with
the requirements of the Commission's regulatory
technical standard. This responsibility includes:
– preparing the ESEF financial statements in
XHTML format in accordance with Article 3 of the
Commission's regulatory technical standard
– tagging the primary financial statements, notes and
company's identification data in the consolidated
financial statements that are included in the ESEF
financial statements with iXBRL tags in accordance
with Article 4 of the Commission's regulatory technical
standard and
– ensuring the consistency between the ESEF financial
statements and the audited financial statements.
The Board of Directors and the Managing
Director are also responsible for such internal
control as they determine is necessary to enable
the preparation of ESEF financial statements
in accordance with the requirements of the
Commission's regulatory technical standard.
AUDITOR’S INDEPENDENCE AND
QUALITY MANAGEMENT
We are independent of the company in accordance
with the ethical requirements that are applicable in
Finland and are relevant to the engagement we have
performed, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
The auditor applies International Standard on
Quality Management (ISQM) 1, which requires
the firm to design, implement and operate a
system of quality management including policies
or procedures regarding compliance with ethical
requirements, professional standards and
applicable legal and regulatory requirements.
AUDITOR’S RESPONSIBILITIES
Our responsibility is to, in accordance with Chapter
7, Section 8 of the Securities Markets Act, provide
assurance on the financial statements that have
been prepared in accordance with the Commission's
regulatory technical standard. We express an opinion
on whether the consolidated financial statements
that are included in the ESEF financial statements
have been tagged, in all material respects, in
accordance with the requirements of Article 4 of
the Commission's regulatory technical standard.
Our responsibility is to indicate in our opinion to
what extent the assurance has been provided. We
conducted a reasonable assurance engagement
in accordance with International Standard on
Assurance Engagements (ISAE) 3000.
The engagement includes procedures
to obtain evidence on:
– whether the primary financial statements in the
consolidated financial statements that are included in
the ESEF financial statements have been tagged, in
all material respects, with iXBRL tags in accordance
with the requirements of Article 4 of the Commission's
regulatory technical standard and
– whether the notes and company's identification data in
the consolidated financial statements that are included
in the ESEF financial statements have been tagged, in
all material respects, with iXBRL tags in accordance
with the requirements of Article 4 of the Commission's
regulatory technical standard and
– whether there is consistency between the ESEF
financial statements and the audited financial
statements.
The nature, timing and extent of the selected
procedures depend on the auditor’s judgment. This
includes an assessment of the risk of a material
deviation due to fraud or error from the requirements
of the Commission's regulatory technical standard.
We believe that the evidence we have
obtained is sufficient and appropriate to
provide a basis for our opinion.
OPINION
Our opinion pursuant to Chapter 7, Section 8 of the
Securities Markets Act is that the primary financial
statements, notes and company's identification
data in the consolidated financial statements that
are included in the ESEF financial statements of
Siili Solutions Plc 7437003WYXJUSV27Q316-
2024-12-31-0-en.zip for the financial year ended
31.12.2024 have been tagged, in all material
respects, in accordance with the requirements of
the Commission's regulatory technical standard.
Our opinion on the audit of the consolidated
financial statements of Siili Solutions Plc for
the financial year ended 31.12.2024 has been
expressed in our auditor's report dated 7.3.2025.
With this report we do not express an opinion on
the audit of the consolidated financial statements
nor express another assurance conclusion.
Helsinki 13 March 2025
KPMG OY AB
Leenakaisa Winberg
Authorised Public Accountant, KHT
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85 Siili Solutions Plc – Annual report 2024
FINANCIAL STATEMENTS
Corporate Governance Statement 2024
Corporate
Governance
Statement 2024
1. Overview
Siili Solutions Plc (Siili, the Company) is a Finnish public
limited liability company listed on Nasdaq Helsinki
Ltd (the Helsinki Stock Exchange). Siili’s corporate
governance is based on legislation in force in Finland,
the rules and regulations issued for listed companies by
the Helsinki Stock Exchange and the Finnish Financial
Supervisory Authority (FIN-FSA) as well as Siili’s
Articles of Association. Corporate governance in Siili’s
subsidiaries is also governed by the laws of the country
of their domicile, and by each subsidiary’s Articles of
Association. Siili’s governance and control are based
on honesty, accountability, equality and transparency.
Siili fully complies with the Corporate Governance Code
2025 published by the Securities Market Association,
taking into consideration the transitional provision of
recommendation number 8. The Corporate Governance
Code is available on the website of the Securities
Market Association at www.cgfinland.fi/en/.
This Corporate Governance Statement has been
prepared separately from the report of the Board
of Directors, and it has been reviewed by both
Siili’s Audit Committee and Board of Directors.
The Statement is published on the Company
website at https://sijoittajille.siili.com/en.
2. Descriptions concerning
corporate governance
The Company’s statutory governing bodies are
the General Meeting of Shareholders, the Board of
Directors and the Chief Executive Officer (CEO). The
General Meeting appoints the members of the Board
of Directors, and the Board of Directors appoints the
CEO. The Board of Directors’ work is enhanced by two
(2) Board committees whose members are elected
by the Board of Directors among its members. In the
operative management of the Company, the CEO is
assisted by the Management Team, which is appointed
by the Board of Directors at the CEO’s proposal.
GENERAL MEETING
Siili’s shareholders exercise their decision-making
power at the General Meeting of Shareholders.
The shareholders’ rights and duties of the
General Meeting of Shareholders are determined
in the Limited Liability Companies Act.
The Annual General Meeting (AGM) is held annually
before the end of June, usually at the end of March
or early April. The matters on the agenda of the
Annual General Meeting are determined in the Limited
Liability Companies Act. In the Annual General
Meeting of 3 April 2024, 19 shareholders were
represented personally or by proxy, representing
4,963,956 shares and votes (approximately 61,2%
of shares issued and outstanding). The Annual
General Meeting was held in Helsinki, Finland, in the
event venue Eliel at Sanomatalo, Töölönlahdenkatu
2. The shareholders also had the opportunity to
exercise their voting right by voting in advance.
In accordance with the Limited Liability Companies
Act, Siili will hold an Extraordinary General Meeting
(EGM) if the Board of Directors considers it necessary,
or if the auditor or shareholders together holding
one tenth of all shares so demand in writing in
order for a given matter to be dealt with. In 2024,
no Extraordinary General Meetings were held.
The minutes of the AGM are available on the Company
website at https://sijoittajille.siili.com/en.
SHAREHOLDERS’ NOMINATION BOARD
The Shareholders’ Nomination Board consists of five
(5) members, of whom the Company’s four (4) largest
shareholders are each entitled to nominate one (1).
The Chair of the Board of Directors serves as the fifth
member of the Board in the role of an expert. The
members of the Board are appointed annually, and
the term of office of the members ends when new
members have been appointed to the Board. The
largest shareholders are determined as at 31 August.
In 2024, the Shareholders’ Nomination Board of the
Company consisted of the following members:
– Heikki Westerlund, Lamy Oy, (Chair)
– Timo Luhtaniemi, Erina Oy
– Niko Syrjänen, Elo Mutual Pension Insurance Company
(as of 17 September 2024)
– Jukka Vähäpesola, Elo Mutual Pension Insurance
Company (until 17 September 2024)
– Esko Torsti, Ilmarinen Mutual Pension Insurance
Company
– Harry Brade, Chair of the Board of Directors of Siili
Solutions Plc
The duties of the Nomination Board are:
– preparing and presenting to the Annual General
Meeting, and, if necessary, to an Extraordinary General
Meeting, a proposal on i) the number of members of the
Board of Directors; ii) the Chair and Deputy Chair of the
Board of Directors; iii) the remuneration of the members,
Chair and Deputy Chair of the Board of Directors
– seeking prospective successors for the members of the
Board of Directors
– responding to questions posed by shareholders
in a General Meeting, particularly regarding the
performance of the duties of the Nomination Board and
its proposals
– providing a report on its activities to the Annual General
Meeting on an annual basis.
The members of the Nomination Board are not entitled to
remuneration for their duty, unless the General Meeting
decides otherwise. The Company will compensate
reasonable costs and expenses incurred by the
members against receipts approved by the Company.
The Nomination Board Committee convened four (4)
times in 2024. The average rate of attendance of the
members at Nomination Board meetings was 100%.
All the members in the Nomination Board are men.
BOARD OF DIRECTORS
Composition
In accordance with the Articles of Association, the
Board of Directors of the Company has three to six
ordinary members. The Board of Directors elects the
Chair from among its members. The term of office
of a Board member begins at the end of the election
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87 Siili Solutions Plc – Annual report 2024
GOVERNANCE
meeting and lasts until the closing of the following
Annual General Meeting. The Annual General Meeting
of 2024 elected five (5) members to the Board of
Directors. The members elected at the AGM were
the following: Harry Brade, Tero Ojanperä, Jesse
Maula, Henna Mäkinen and Katarina Cantell.
Board of Directors, 31 December 2024
Harry Brade, Chair of the Board
– B. 1969
– Education: M.Sc. (Tech.), MBA
– Principal occupation: Managing Director, Lamy Oy
– On the Board of Directors since 2016
– Independent of the Company
– Number of shares: 0*
* Harry Brade’s controlled entity Lamy Ltd held a total of 1,301,267 shares as at 31
December 2024.
Tero Ojanperä
– B. 1966
– Education: D.Sc. (Tech.)
– Principal occupation: Entrepreneur, Board Professional
– On the Board of Directors since 2020
– Independent of the Company and its significant
shareholders
– Number of shares: 875
Jesse Maula
– B. 1976
– Education: M.Soc.Sc.
– Principal occupation: CEO, Avidly Plc
– On the Board of Directors since 2021
– Independent of the Company and its significant
shareholders
– Number of shares: 0
Henna Mäkinen
– B. 1981
– Education: LL.M., M.Sc. (Econ)
– Principal occupation: CFO, Pixieray Oy
– On the Board of Directors since 2024
– Independent of the Company and its significant
shareholders
– Number of shares: 0
Katarina Cantell
– B. 1981
– Education: PhD
– Principal occupation: CEO, Adalyon Oy
– On the Board of Directors since 2024
– Independent of the Company and its significant
shareholders
– Number of shares: 0
Activities
The duties of the Board of Directors are determined in
the Limited Liability Companies Act, according to which
the Board of Directors shall see to the administration
of the Company and the appropriate organisation
of its operations and ensure the appropriate
arrangement of the control of the Company accounts
and finances. Siili’s Articles of Association do not
provide additional duties for the Board of Directors.
According to its Charter, Siili’s Board of Directors
convenes at least eight (8) times annually. In 2024, the
Board of Directors convened fourteen (14) times, in
addition to which it made resolutions in writing without
holding a meeting. The average rate of attendance of
the members in meetings of the Board of Directors
was 99%.The Chief Executive Officer and the Chief
Financial Officer attend to the Board’s meetings.
Member
Attendance
per meeting Attendance
Harry Brade, Chair 14/14 100%
Anu Nissinen, Deputy Chair
(until 3 April 2024)
2/2 100%
Kati Hagros
(until 3.4.2024)
2/2 100%
Tero Ojanperä 14/14 100%
Jesse Maula 14/14 100%
Henna Mäkinen
(as of 3 April 2024)
12/12 100%
Katarina Cantell
(as of 3 April 2024)
11/12 92%
The Charter of the Board of Directors
The Board of Directors has adopted a Charter
for itself. According to the Charter, the Board of
Directors handles and decides on matters that
are significant for the Group financially, from a
business perspective or as a matter of principle.
According to the Charter, the main duties of the Board of
Directors are:
– adopting the Company’s strategy, plan of operations
and budget as well as monitoring operative activities
and materialisation of budgets
– reviewing and approving the consolidated financial
statements, half-year report, Board of Directors’ report
and related stock exchange releases
– deciding on the Company’s structure and core
organisational structure
– deciding on investments, corporate transactions,
contingent liabilities and other significant resolutions
– ensuring the appropriateness of the Company’s
accounting and financial management
– preparing the dividend policy
– adopting the Company’s funding policy
– appointment and dismissal of the CEO and deciding on
related contracts
– appointment and dismissal of the deputy to the CEO
and deciding on related contracts
– ensuring and supervising the functioning of the
management system
– approving proposals concerning the members of the
Management Team and their remuneration
– approving and supervising internal controls as well as
risk management and reporting processes
– adopting the HR policy and remuneration schemes
– preparing matters to be resolved by the General
Meeting of Shareholders
– deciding on values followed in the Company’s activities
– adopting the Board of Directors’ diversity principles.
Diversity of the Board of Directors
Proposals concerning the Board of Directors must
take into account not only the qualifications of the
candidates but also the need to ensure diversity within
the Board and the diversity principles confirmed by Siili’s
Board. A person elected as a Board member must have
the necessary qualifications for the role and the ability
to allocate sufficient time to the position. The number
of Board members and the composition of the Board
must enable the effective performance of its duties. The
Board must include representatives of both genders.
All Board members must have experience in various
leadership roles across different industries, as
well as prior Board experience in either listed or
unlisted companies. As a whole, the Board should
represent a diverse range of national and international
expertise relevant to the company’s industry.
During the financial year 2024, the diversity principles
have been met. As of December 31, 2024, Siili’s Board
consisted of five (5) members. All Board members have
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88 Siili Solutions Plc – Annual report 2024
GOVERNANCE
experience in leadership roles within industries relevant
to Siili, such as IT and technology business, as well as
key industries for Siili’s clients, including banking and
financial services, and consumer business. Additionally,
all Board members have served or are currently serving
on the Boards of both listed and unlisted companies.
The educational backgrounds of the Board
members are in technology, law, or business, and
they possess extensive national and international
expertise in the company’s industry, including
artificial intelligence and data-driven business.
The gender distribution within the Board is 60% men
(3/5) and 40% women (2/5), thereby meeting the
gender representation objective set forth in Section 6,
Article 9a of the Finnish Limited Liability Companies
Act. The longest tenure of a Board member is nine
years, while the shortest is one year. The ages of
the Board members range from 43 to 58 years.
Evaluation of the Board of Directors’ work
The Board of Directors evaluates its activities on
an annual basis. The purpose of the evaluation of
the Board’s activities is to examine the Board’s
success during the year and to function as a basis
in assessing the way of operation and composition
of the Board and the election of potential new
directors. In 2023, the evaluation of the Board
was assigned to an external service provider.
Board Committees
The Board of Directors of Siili has two (2) committees:
the Audit Committee and the HR Committee. The
Committees assist the Board of Directors in the
preparation of various matters. The Board of Directors
has adopted charters for the Committees, which
include the main duties and operating principles of the
Committees. After the closing of the Annual General
Meeting of Shareholders, the Board of Directors
elects the chairs and members of the Committees.
The Committee does not have any independent
decision-making authority, but the Board of
Directors makes decision on matters prepared by
the Committees. The Chair of each Committee
reports on the activities of the Committee in the
Board meeting following a Committee meeting.
Audit Committee
In 2024, the Audit Committee had three (3) members.
The majority of the members of the Audit Committee
must be independent of the Company and at least one
(1) member must be independent of the Company’s
significant shareholders. In electing the members of
the Audit Committee, the competence requirements
posed for the members are taken into consideration.
Siili’s Audit Committee assists the Board of Directors
in performing its supervisory duty regarding
financial reporting and control, risks management
as well as internal and external audit. The Chair of
the Committee together with the members of the
Committee decides on the number and schedule
of the Committee’s meetings. The Committees
convenes at least three (3) times a year.
In its constitutive meeting on 3 April 2024, the
Board of Directors elected Henna Mäkinen as
the Chair of the Audit Committee and Katarina
Cantell and Jesse Maula as its other members.
The Audit Committee convened four (4) times in 2024.
The average rate of attendance of the members in
the meetings of the Audit Committee was 100%.
Member
Attendance
per meeting Attendance
Anu Nissinen, Chair
(until 3 April 2024)
1/1 100%
Henna Mäkinen, Chair
(as of 3 April 2024)
3/3 100%
Kati Hagros
(until 3 April 2024)
1/1 100%
Jesse Maula
4/4 100%
Katarina Cantell
(as of 3 April 2024)
3/3 100%
According to the Charter of the Audit Committee, the
duties of the Audit Committee are, among other things:
– monitoring the economic conditions, financial position
and the accounting process
– supervising the financial reporting process
– monitoring the efficiency of the Company’s internal
control and risk management systems
– reviewing the accuracy of the Company’s financial
result on a half-yearly basis together with the
Company’s financial management and auditors
– monitoring and discussing significant financial risks as
well as management actions to monitor and manage
the risks and report on them
– examining significant findings by auditors and
management responses to them
– monitoring transactions by the Company’s
management and their closely associated persons and
any potential conflicts of interest related to them
– discussing the Company’s Corporate Governance
Statement
– assessing the processes aimed at ensuring compliance
with laws and regulations
– assessing the impartiality of the statutory auditor
or audit firm and, in particular, the offer of ancillary
services to the company being audited
– preparing a proposal on the election of the auditor for
the General Meeting of Shareholders.
In addition, the Audit Committee may have other
tasks which are appropriate to fulfil its duty.
HR Committee
The HR Committee prepares material and provides
advice concerning the personnel of the Company
as well as matters related to the remuneration
and incentives of the Company management.
The Chair of the Committee together with the
members of the Committee decides on the number
and schedule of the Committee’s meetings. The
Committee convenes at least two (2) times a year.
In 2024, the HR Committee had three (3) members
until 3 April 2024 and four (4) members as of 3 April
2024. In its constitutive meeting on 3 April 2024, the
Board of Directors elected among its members Harry
Brade as the Chair of the HR Committee and Katarina
Cantell, Jesse Maula and Tero Ojanperä as its members.
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89 Siili Solutions Plc – Annual report 2024
GOVERNANCE
The HR Committee convened five (5) times in 2024.
The average rate of attendance of the members in
the meetings of the HR Committee was 100%.
Member
Attendance
per meeting Attendance
Harry Brade, Chair 5/5 100%
Anu Nissinen
(until 3 April 2024)
2/2 100%
Tero Ojanperä
5/5 100%
Jesse Maula
(as of 3 April 2024)
3/3 100%
Katarina Cantell
(as of 3 April 2024)
3/3 100%
Duties related to human resource practices:
– assessment of the compatibility of the HR strategy and
business strategy
– assessment of the results of the employee satisfaction
survey in a regular basis
– assessment of the functioning of the organisational
structure and successor plans for key managerial
positions on a regular basis
– assessment of the status, actions and targets of
employment relationship matters
– assessment of the status, actions and targets of
occupational safety matters
– assessment of the achievement of diversity within the
company (incl. women’s share in various positions) and
related plans
– assessment of matters related to corporate
responsibility and ethics from the perspective of the
duties of the HR Committee
– other themes related to human resources considered
necessary to highlight by the Committee or executive
management.
Duties related to appointment and remuneration matters:
– preparation of the CEO’s remuneration and other benefits
as well as the CEO contract for the Board of Directors
– development of the remuneration schemes for the CEO
and the rest of the Management Team for the Board of
Directors, including the assessment of remuneration
and ensuring its appropriateness
– preparation of principles of the performance and result
criteria of the remuneration schemes and monitoring
their achievement
– preparation of any share remuneration schemes or
share-based remuneration schemes
– review of the Remuneration Report
– monitoring the evaluation and remuneration of
performance of senior executive management
– ensuring that the Company has functioning systems
and practices in place for successor planning and talent
management, incl. systematic definition, assessment,
development and engagement of key personnel
– evaluation of the appropriateness and effectiveness
of remuneration on a regular basis
– preparation of proposals to the Board of Directors on
the development of remuneration as a whole and on
the renewal of incentive schemes or pension schemes
– monitoring and evaluation of risks related to the
remuneration policy and practices in a versatile manner
and recommending how to mitigate these risks
– preparing and executing a successor planning process
for the CEO and rest of the Management Team. In
addition, the HR Committee may have other tasks
which are appropriate to fulfil its duty.
MANAGING DIRECTOR
In accordance with the Limited Liability Companies Act,
the CEO shall see to the executive management of the
Company in accordance with instructions and orders
given by the Board of Directors and ensure that the
accounts of the Company are in compliance with the
law and that its finances have been arranged in a reliable
manner. The CEO steers and supervises the Company,
its businesses and is responsible for the day-to-day
operational management of the Company as well as
strategy implementation, and prepares items for Board
review and bears responsibility for their execution.
Mr Tomi Pienimäki serves as the Company’s CEO.
MANAGEMENT TEAM
In the operative management of the Company, the
CEO is assisted by the Management Team. The
Management Team assists the CEO in the operative
administration of the Company in accordance with
guidelines and instructions given by the Board of
Directors for example in the preparation and execution
of the strategy, policies and other matters concerning
both the businesses and the Company as a whole. The
Management Team meets on a regular basis, at least
eleven (11) times a year. The CEO leads the operation
of the Management Team. As per 31 December 2024
the Management Team comprised of five (5) members,
three (3) of which men (60%) and two (2) women (40%).
Tomi Pienimäki, CEO
– B. 1973
– Education: D.Sc (Tech.), M.Sc. (Econ.)
– Number of shares: 21,380
Aleksi Kankainen, CFO
– B. 1977
– Education: M.Sc. (Econ.)
– Number of shares: 3,036
Taru Salo, CPO
– B. 1980
– Education: M.Sc. (Econ.)
– Number of shares: 1,749
Andras Tessenyi, CEO, Supercharge Kft
– B. 1986
– Education: B.Sc (Tech)
– Number of shares: 0
Maria Niiniharju, VP, Private Business
– B. 1982
– Education: Master of Business Administration (MBA)
– Number of shares: 0
3. Internal control
and risk management
INTERNAL CONTROL
The purpose of the Company’s internal control is
to ensure that the Company operates efficiently,
information published by it up-to-date and reliable, and
that valid regulation is complied with. Internal control
seeks to enhance the implementation of the Board
of Directors’ control function. The Board of Directors
bears the main responsibility for the supervision
of accounting and finance. The cornerstones of
internal control within the Company are group-level
guidelines, defined controls in operational processes,
and the regular assessment of deviations.
REMUNERATIONSIILI IN BRIEF KEY FIGURES FINANCIAL STATEMENTS BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
90 Siili Solutions Plc – Annual report 2024
GOVERNANCE
INTERNAL CONTROL OF FINANCIAL REPORTING
Financial reporting processes are an integral part of
the Company’s internal control system. The objective
of the internal control of financial reporting is to ensure
that Siili’s operations are productive and that decision-
making is based on accurate and reliable information
as well as an adequate identification of business
risks. Internal control also helps ensure that financial
reporting, including financial statements and half-
yearly reports, are compliant with generally accepted
standards as well as valid laws and regulations.
The Board of Directors is responsible for ensuring
that the internal control of accounting and financial
management is arranged appropriately. The Audit
Committee of the Board of Directors supervises the
financial reporting process and the effectiveness
of related control measures. The Chief Financial
Officer is responsible for reporting observations
to the members of the Board of Directors.
Business directors are responsible for reporting on
matters concerning their own unit’s development,
strategy and annual plans as well as business and
profit developments and internal organisation of
the unit. The CFO reports the operational result on
a monthly basis to the Board of Directors and the
Management Team. Reporting as well as related
analyses and comparisons are a key part of control and
supervision conducted using financial reporting. The
Board of Directors and the Management Team of the
company review financial reports regularly and monitor
the materialisation of the most recent forecasts and
budgets on a monthly basis. If actual results deviate
from them, the members of the Management Team
are responsible for initiating corrective actions.
The Group’s Accounting and Controller function is
responsible for defining uniform accounting and
reporting principles, providing instructions and
developing the reporting system on a continuous
basis. Siili’s subsidiaries have their own accounting,
and they report external reporting figures on a
monthly basis to the parent company as instructed
by it. The Group’s accounting department takes care
of the Group’s internal and external accounting and
validates external reporting before it is submitted
to the Board of Directors. Accounting and related
support functions for the subsidiaries of the Siili
Group have mainly been outsourced to external
service providers, which report directly to Group
Accounting in accordance with defined reporting
models. All group companies apply a uniform reporting
model and chart of accounts. The Group Accounting
department instructs the subsidiaries in the compilation
of half-yearly reports and financial statements and
prepares the Consolidated Financial Statements.
RISK MANAGEMENT
Siili’s Board of Directors is responsible for the
appropriate and effective organisation of risk
management. Siili’s Board of Directors has adopted a
risk management policy used to identify the Group’s
strategic, operational, financial and hazard risks.
In the course of its activities, the Company takes
risks related to its strategy and the implementation
of the objectives, balanced with its risk capacity.
The objective of risk management is proactive and
comprehensive management of these risk areas, which
enables the achievement of the Company’s strategy
and financial targets in a controlled manner. Risk
management is included as part of the Company’s
business processes. Risks at Siili are categorised into
strategic, operational, financial and hazard risks.
Siili’s most significant risks, material changes therein,
and the management measures are reported to the audit
committee of Siili’s Board of Directors in connection
with the review of the half-yearly report and financial
statements. The Chair of the Audit Committee reports
on risk management to the Board of Directors as part of
Audit Committee reporting Siili’s Board
of Directors reviews the most significant risks and
their management measures, and evaluates the
effectiveness and operability of risk management.
4. Other information
INTERNAL AUDIT
The Company has a group internal audit function.
The CFO is responsible for organising it. An
external audit firm is employed in the practical audit
activities. The function reports to the Company’s
Audit Committee and the Board of Directors. The
Audit Committee is briefed on the results of internal
audit by the audit firm carrying out internal audit,
and it monitors and supervises the implementation
of corrective actions within the Company.
RELATED PARTY TRANSACTIONS
The Legal function of the Company maintains a list
of related parties and keeps it available to Group
Accounting. Related parties are regularly briefed on their
obligation to disclose any related-party transactions.
Related-party transactions are allowed insofar as
they are in line with the purpose and interests of the
Company and are commercially justified. Related-
party transactions are conducted in compliance with
valid legislation and the Corporate Governance Code.
Related-party transactions are concluded at arm’s
length and decisions are made in accordance with
the Company’s approval guidelines and established
decision-making practices. Group Accounting and
the Legal function identify, assess and monitor
related-party transactions as part of the Company’s
normal processes. Group Accounting also monitors
related-party transactions as part of the Company’s
usual reporting and control processes. Matters
related to the Company’s related-party transactions
are reported to the Audit Committee at least on an
annual basis. Information on the Company’s related
party-transactions are disclosed annually in the
notes to the Consolidated Financial Statements.
The Board of Directors decides on related party
transactions that are not conducted in the
ordinary course of business of the Company or
are not implemented on arm’s-length terms.
Transactions with related parties are prepared carefully,
and with a view to rules on conflicts of interests.
INSIDER MANAGEMENT
In addition to applicable legislation and authorities’
regulations, Siili complies with the guidelines for
insiders issued by the Helsinki Stock Exchange. The
Company’s insider guideline adopted by the Board
REMUNERATIONSIILI IN BRIEF KEY FIGURES FINANCIAL STATEMENTS BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
91 Siili Solutions Plc – Annual report 2024
GOVERNANCE
of Directors describes and details the Company’s
insider management practices. The Company’s
General Counsel is in charge of insider issues
and insider management within the Company.
Siili maintains a project-specific insider list of
projects constituting inside information. Each
person receiving inside information pertaining to a
project is recorded in the project-specific insider
list. Persons included in an insider list are notified in
writing about their inclusion in the insider list, related
obligations and the consequences of insider dealing
and unlawful disclosure of inside information.
At Siili, persons discharging managerial functions
within the meaning of the Market Abuse Regulation
(MAR) include the members of the Board of Directors,
the CEO and the rest of the Management Team
(Managers). Managers and their closely associated
persons must notify Siili and the FIN-FSA of any
transactions on Siili’s shares, debt instruments or
derivatives or other financial instruments related to
them without delay and at the latest two (2) business
days after the execution of the transaction.
At Siili, Managers and certain personnel participating
in the preparation of financial reporting or receiving
information on its content before publication may
not trade in securities issued by the Company
or conduct certain other transactions related to
the Company’s financial instruments in the 30
days preceding the publication of the Company’s
half-yearly report or financial statements bulletin
(so-called closed window). The closed window
ends at the closing of the publication date.
AUDIT
The duty of the auditor is to verify that the financial
statements give a true and fair view of the Company’s
result and financial position during the financial year.
The Company’s auditor provides the shareholders
with the statutory auditor’s report in connection
with the Company’s annual financial statements.
The purpose of the assurance of the sustainability
report is to verify that the report complies with the
applicable requirements and standards for sustainability
reporting. The company's sustainability reporting
assurer provides shareholders with the assurance
report on sustainability reporting as required by law.
The auditor and the sutainability asuurer are elected
in the Annual General Meeting and their term of office
covers the current financial year and ends at the close of
the next Annual General Meeting following the election.
The Company’s Annual General Meeting of 3 April
2024 re-elected KPMG Oy Ab (business ID: 1805485-
9) as the auditor, with Authorised Public Accountant
Leenakaisa Winberg as the principal auditor. The
company has appointed KPMG Oy Ab to act also
as the sustainability reporting assurer, Authorised
Sustainability Auditor Leenakaisa Winberg as the
principally responsible sustainability reporting assurer.
Fees paid to KPMG in the Consolidated Financial
Statements 2024 amounted to EUR 250,8
thousand for statutory auditing and statements
and EUR 90 thousand for services unrelated
to statutory auditing and statements.
REMUNERATIONSIILI IN BRIEF KEY FIGURES FINANCIAL STATEMENTS BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
92 Siili Solutions Plc – Annual report 2024
GOVERNANCE
Remuneration report of the governing bodies 2024
Remuneration report
of the governing
bodies 2024
Overview
This Remuneration Report has been prepared in
compliance with the guidelines on remuneration provided
in the Finnish Corporate Governance Code 2025.
The Annual General Meeting of 3 April 2024 of Siili
Solutions Plc (“Siili” or “Company”) was in favour of
the remuneration policy and remuneration report
presented. In 2024, the Company complied with
the remuneration policy in the remuneration of the
governing bodies. There were no deviations from the
remuneration policy nor any clawbacks of rewards.
The objective of the remuneration policy for the
Company’s governing bodies is to promote the
Company’s business strategy, long-term financial
success and sustainable growth of shareholder value.
To that end, the Company has established remuneration
practices that support the Company’s business
strategy and annual plans, while promoting its current
strategic targets. When strategic focus areas or the
company’s financial position change, the remuneration
bases and criteria can be reviewed and updated.
This Remuneration Report presents the remuneration
of Siili’s governing bodies, i.e. the Board of Directors
and the CEO for the financial year 2024. Information
on the remuneration of the rest of the Management
Team is published at an aggregate level on Siili’s
website at https://sijoittajille.siili.com/en/
remuneration#muunjohtoryhmanpalkitseminen
The following table presents the development of the
remuneration of the Board of Directors and the CEO
in comparison with the development of the average
remuneration of the Group’s employees and the Group’s
financial performance over the past five years.
EUR 1,000 2024 2023 2022 2021 2020
Total remuneration of the Chair of the Board 51.3 48.8 45.9 46.2 46.2
Total remuneration of the Deputy Chair of the Board 30.6 39.9 37.5 37.8 37.8
Average annual remuneration of a Board member
1
24.3 24.6 22.9 22.9 22.8
Total remuneration of the CEO 233 283 463 468 352.7
Average annual remuneration of an employee
2
59.2 58.6 58.5 61.3 60.5
Group revenue 111,899 122,702 118,334 99,282 83,307
Group EBITDA 8,208 12,107 14,928 12,018 9,123
2 Total annual remuneration of a Board member, including Committee fees.
3 The average remuneration of an employee is calculated by deducting other personnel-related expenses and share-based payments from employee benefit expenses and dividing the result
by the average number of employees during the financial year.
Remuneration of the Board of
Directors for the financial year
2024
In accordance with the resolution of the
Company’s AGM of 3 April 2024, the remuneration
of the Board of Directors is as follows:
– The Chair of the Board of Directors is paid EUR 3,850
per month.
– The Deputy Chair of the Board and the Chair of the
Audit Committee is paid EUR 2,500 per month.
– Other members of the Board of Directors are paid EUR
2,000 per month.
– The Chairs of the Committees are paid EUR 200 per
month for their work on the Committee.
– All Committee members are paid a meeting attendance
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.
In 2024, the members of the Board of Directors did
not receive compensations or rewards unrelated
to their work on the Board. Members of the Board
of Directors were not included in the scope of the
Company’s share-based incentive schemes and no
rewards were paid to them in the form of shares.
No other economic benefits, such as pension
contributions, were paid for members of the Board
of Directors. Members of the Board of Directors have
not received rewards from other Group companies.
There are no rewards related to Board
remuneration falling due.
The rewards paid to the members of the Company’s
Board of Directors in the financial year 2023
for their work on the Board of Directors and its
Committees are presented in the following table:
Board fee,
EUR
Chair of the
Committees
Committee
meetings, EUR
Total,
EUR
Harry Brade 46,200 2,400 1,500 50,100
Anu Nissinen (until 3 April 2024) 9,143 610 900 10,652
Kati Hagros (until 3 April 2024) 6,095 - 300 6,395
Tero Ojanperä 24,000 - 1,500 25,500
Jesse Maula 28,500 - 2,100 30,600
Henna Mäkinen (as of 3 April 2024) 22,500 1,800 900 25,200
Katarina Cantell (as of 3 April 2024) 18,000 - 1,500 19,500
Total
167,948
GOVERNANCESIILI IN BRIEF KEY FIGURES FINANCIAL STATEMENTS BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
94 Siili Solutions Plc – Annual report 2024
REMUNERATION
Remuneration of the CEO
for the financial year 2024
The remuneration of the CEO consists of a fixed
monthly salary (including fringe benefits), a
short-term incentive scheme and a long-term
incentive scheme (share reward scheme, periods
2022–2024, 2023–2025 and 2024–2026).
In 2024, the CEO was not paid supplementary pension
benefits or other economic benefits, and the CEO has
not received rewards from other Group companies.
COMPONENTS OF VARIABLE REMUNERATION:
SHORT-TERM INCENTIVES
The CEO’s short-term incentive at the target level is 55%
and at the maximum 100% of the fixed annual salary. The
short-term incentive is linked to the achievement of the
Siili Group’s financial targets in terms of revenue (weight
30%), EBITA (weight 50%), personnel satisfaction
(weight 10%) and utilization in Siili Finland (weight 10%).
None of the minimum targets of the CEO’s short-
term incentive scheme were achieved in the financial
year 2024, and therefore no rewards under the
short-term incentive scheme were accrued for 2024.
With respect to Group revenue, the realization was
85% of the target level, 59% of the EBITA target
level, 50% of the employee satisfaction target
level and 97% of the utilization target level.
COMPONENTS OF VARIABLE REMUNERATION:
LONG-TERM SHARE REWARD SCHEME
In the long-term share reward scheme 2020–2022,
the third earning period covers the financial years
2022–2024. The long-term share reward scheme 2023–
2027 has three earning periods of three years each,
comprising the financial years 2023–2025, 2024–2026
and 2025–2027. Participation in an earning period
requires the CEO to have shareholdings in the Company,
and the CEO must hold all shares paid based on the
scheme for as long as his CEO contract is valid. Payment
of the share rewards is based on the Group’s EBIT
(weight 60%), revenue (weight 40%) and a multiplier
based on the total return of the Siili share. The potential
reward is paid partly in Company shares and partly in
cash. The purpose of the cash component is to cover the
taxes and tax-like payments incurred by the participant
due to the reward. During financial year 2024 no long-
term incentives ere paid out or accrued to the CEO.
No supplementary pension benefits have been
paid to the CEO. No other financial benefits
have been paid to the CEO, and the CEO has not
received rewards from other Group companies.
CEO’S TOTAL REMUNERATION IN 2024:
Monthly
salaries,
EUR
Taxable fringe
benefits,
EUR
Performance-
based bonuses,
EUR
Other
remuneration,
EUR
Total,
EUR
Tomi Pienimäki
1
233,316 16,380 0 0 249,696
1 Remuneration presented in this table includes all components under the CEO contract.
GOVERNANCESIILI IN BRIEF KEY FIGURES FINANCIAL STATEMENTS BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
95 Siili Solutions Plc – Annual report 2024
REMUNERATION
Board of directors
Harry Brade
b. 1969, M.Sc. (Tech.), MBA, CEFA
Chair of the Board of Directors
Chair of the HR Committee
Lamy Ltd, CEO and
Investment Director
Independent of the company
Number of shares: 0*
*) Harry Brade’s controlled entity
Lamy Ltd held a total of 1,301,267
shares as at 31 December 2024.
Jesse Maula
b. 1976, M.Sc. (Soc.)
Vice Chair of the Board of Directors
Member of the Audit Committee
Member of the HR Committee
Avidly Plc, CEO
Independent of the company
and its significant shareholders
Number of shares: 0
Katarina Cantell
b. 1981, PhD
Member of the Board
Member of the Audit Committee
Member of the HR Committee
Adalyon Oy, CEO
Independent of the company
and its significant shareholders
Number of shares: 0
Tero Ojanperä
b. 1966, D.Sc. (Tech.)
Member of the Board
Member of the HR Committee
Entrepreneur, Board Professional
Independent of the company
and its significant shareholders
Number of shares: 875
Henna Mäkinen
b. 1981, M.Sc. (Econ.)
Member of the Board
Chair of the Audit Committee
Pixieray Ltd, CFO
Independent of the company
and its significant shareholders
Number of shares: 0
The composition of the Board of Siili Solutions Plc and the members’
shareholdings are presented as at 31 December 2024.
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES FINANCIAL STATEMENTS INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
96 Siili Solutions Plc – Annual report 2024
BOARD OF DIRECTORS AND MANAGEMENT TEAM
Management team
Siili Solutions Plc shares held by the members of the Management Team
and their controlled entities as at 31 December 2024.
Andras Tessenyi
b. 1986, B.Sc.
CEO, Supercharge Kft
Number of shares: 0
Aleksi Kankainen
b. 1977, M.Sc. (Econ.)
Chief Financial Officer
Number of shares: 3,306
Maria Niiniharju
b. 1982, MBA
VP Private Business (as of Nov 2024)
Number of shares: 0
Taru Salo
b. 1980, M.Sc. (Econ.)
Chief People Officer
Number of shares: 1,749
Tomi Pienimäki
b. 1973, D.Sc. (Tech.), M.Sc. (Econ.)
Chief Executive Officer
Number of shares: 5,880*
* In addition, Tomi Pienimäki’s controlled
entity Greater Fool Oy held a total of
15,500 shares as at 31 December 2024
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES FINANCIAL STATEMENTS INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
97 Siili Solutions Plc – Annual report 2024
BOARD OF DIRECTORS AND MANAGEMENT TEAM
Information for
shareholders
SILENT PERIOD
In its communications, Siili observes a silent period
beginning 30 days before the publication of a business
review, half-year report or financial statements bulletin.
During the silent period, Siili will not comment on
the company’s financial position, markets or future
prospects. During the period, Siili’s management will
not meet with representatives of the capital markets or
the financial media industry or discuss matters related
to the company’s financial position or prospects.
The dates of the silent periods are disclosed in the
Investor Calendar available on Siili’s website.
GENERAL MEETING OF SHAREHOLDERS
The shareholders of Siili Solutions Plc are invited to the
Annual General Meeting to be held on Tuesday 8 April
2025 at 2:00 pm in the event venue Eliel at Sanomatalo,
Töölönlahdenkatu 2, 00100 Helsinki, Finland.
Shareholders registered on 27 March 2025
(record date for the AGM) in the shareholders’
register held by Euroclear Finland Oy, have the
right to participate in the Annual General Meeting.
Shareholders whose shares are registered on their
personal Finnish book-entry account are registered
in the shareholders’ register of the company.
Registration and advance voting will begin on 14
February 2025 at 10:00 am. Shareholders registered
in the company’s shareholder register who want to
participate in the Annual General Meeting by voting in
advance must register for the meeting and submit their
votes by 1 April 2025 at 16:00, so that the registration
and votes are received by the company by that time.
In connection with the registration, the shareholder
must provide the information requested, including the
shareholder’s name, date of birth, email address and
telephone number. Personal data given by shareholders
to Siili Solutions Plc or Innovatics Oy will be used only
in connection with the Annual General Meeting and
the processing of related necessary registrations.
Shareholders with a Finnish book-entry account may
register and vote in advance on certain items on the
agenda of the AGM between 14 February 2025 at 10:00
am and 1 April 2025 at 16:00 pm in the following ways:
a) Through the company website
using the service available at
https://sijoittajille.siili.com/en/general-meeting2025.
b) By email at agm@innovatics.fi.
Proposals subject to advance voting are considered
to have been presented unchanged at the General
Meeting, and advance votes will be taken into account
in a voting possibly arranged at the AGM venue also
in circumstances where an alternative decision has
been proposed on the matter. Taking the votes into
account requires that shareholders who voted in
advance are registered in the company’s shareholder
register maintained by Euroclear Finland Ltd on the
record date of the AGM. Shareholders who have voted
in advance cannot request information under the
Finnish Limited Companies Act or request a vote at the
General Meeting if they or their proxy representative
are not present at the General Meeting venue.
Instructions for advance voting are
available on the company website at
https://sijoittajille.siili.com/general-meeting2025.
Holders of nominee-registered shares have the right
to participate in the AGM by virtue of shares that
would enable them to register for the company’s
shareholder register maintained by Euroclear Finland
Ltd on the record date of the AGM, i.e. 27 March 2025.
In addition, the right to participate requires that the
holder of such shares has been registered for the
temporary shareholder register held by Euroclear
Finland Ltd at the latest on 3 April 2025 by 10:00
am. As regards nominee-registered shares, this is
regarded as registration for the Annual General Meeting.
Changes in shareholdings after the record date for
the AGM do not affect the right to participate in the
AGM or the number of votes of the shareholder.
DISTRIBUTION OF DIVIDEND
The Board of Directors proposes to the Annual
General Meeting that a dividend of EUR 0.18 per
share be paid from the company’s distributable
funds on the adopted balance sheet for the financial
year 2024, totalling approximately EUR 1.46 million,
and that the remainder of the distributable funds be
retained in shareholders’ equity. The dividend is to be
paid to shareholder registered in the shareholders’
register held by Euroclear Finland Oy on the dividend
record date 10 April 2025. The Board proposes
that the dividend be paid on 17 April 2025.
INVESTOR RELATIONS
Tomi Pienimäki, CEO
Tel. +358 40 834 1399
Email: tomi.pienimaki@siili.com
Aleksi Kankainen, CFO
Tel. +358 40 534 2709
Email: aleksi.kankainen@siili.com
Taru Kovanen, General Counsel
Tel. +358 40 417 6221
Email: taru.kovanen@siili.com
Anna Eskelinen, Communications Lead
Tel. +358 40 509 2750
Email: anna.eskelinen@siili.com
Financial calendar for 2025
The Annual General Meeting
will be held on 8 April 2025.
The business review for 1 January–31 March 2025
will be published on 22 April 2025.
The half-year report for 1 January–30 June 2025
will be published on 12 August 2025.
The business review for 1 January–30 September 2025
will be published on 21 October 2025.
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES FINANCIAL STATEMENTS BOARD OF DIRECTORS AND MANAGEMENT TEAMBOARD OF DIRECTORS' REPORT
98 Siili Solutions Plc – Annual report 2024
INFORMATION FOR SHAREHOLDERS