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Annual report 2025
This ESEF report is a translation and has been published voluntarily.
Contents
SIILI IN BRIEF
Year 2025 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 ................................................................ 40
Alternative performance measures ................................. 40
Calculation formulas for the key figures ......................... 41
CONSOLIDATED FINANCIAL
STATEMENTS, IFRS
Consolidated income statement
and statement of comprehensive income ...................... 42
Consolidated statement of financial position ............... 43
Consolidated cash flow statement ................................. 44
Consolidated statement of changes in
shareholders' equity ............................................................ 45
Notes to the consolidated financial statements.......... 46
1. Basic information on the Group .................................. 46
2. Financial result ................................................................ 50
2.1 Revenue ................................................................................ 50
2.2 Materials and services ................................................... 51
2.3 Employee benefit expenses ........................................ 51
2.4 Share-based payments ................................................ 52
2.5 Other operating income and expenses ................. 53
2.6 Financial income and expenses ............................... 54
2.7 Income taxes ...................................................................... 54
2.8 Earnings per share ........................................................... 56
3. Investments and acquisitions ....................................... 57
3.1 Goodwill and intangible assets .................................. 57
3.2 Impairment testing .......................................................... 58
3.3 Tangible assets ................................................................. 60
3.4 Leases ................................................................................... 60
3.5 Acquired businesses ...................................................... 62
4. Working capital .............................................................. 63
4.1 Trade and other receivables ....................................... 63
4.2 Trade and other payables ............................................ 63
4.3 Provisions ............................................................................. 63
5. Capital structure ............................................................. 64
5.1 Equity ..................................................................................... 64
5.2 Financial risk management ......................................... 65
5.3 Fair values of financial assets and liabilities ........ 67
5.4 Other investments and non-current receivables .. 68
5.5 Liquid funds ........................................................................ 68
5.6 Financial liabilities and other interest-bearing
liabilities ................................................................................ 69
6. Other notes ........................................................................ 70
6.1 Subsidiaries ......................................................................... 70
6.2 Related party transactions ........................................... 70
6.3 Commitments and contingent assets .................... 71
6.4 Material events after the financial year .................. 71
PARENT COMPANY’S FINANCIAL
STATEMENTS, FAS
Parent company’s income statement .............................. 72
Parent company’s statement of financial position ....... 73
Parent company’s statement of cash flow .................... 74
Notes to the parent company’s financial statements . 75
Signatures .............................................................................. 82
Auditor’s report ..................................................................... 83
Assurance report on the sustainability statement ....... 87
Independent auditor’s assurance report on
Siili Solutions Plcs ESEF financial statements ............ 89
GOVERNANCE
Corporate governance statement .................................... 91
REMUNERATION
Remuneration report of the governing bodies ............. 98
BOARD OF DIRECTORS AND
MANAGEMENT TEAM
Board of directors ............................................................... 100
Management team ............................................................. 101
Information for shareholders ........................................... 102
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 2025
Year 2025 of Siili
During 2025, we took several important steps in
implementing our data and AI strategy. We partnered
with both our long-standing and new customers in
the AI revolution. We renewed our organization and
strengthened the competence base that supports
the implementation of our strategy during the year.
We renewed our
management team and
organizational structure
to support our strategy
implementation.
We were also shortlisted
as a finalist in the Most
Growth-Oriented AI
Project category at
the AI Finland gala.
We completed the
acquisition of a
majority stake in
Integrations Group.
We saw a clear increase
in demand for AI projects
that create business value,
and won significant
new customer
relationships.
Approximately 80% of all
Siili consultants are now
capable of either utilising
or implementing AI
solutions in client projects.
We successfully launched
the Advisory business
area and renewed our
strategic offering to meet
client needs.
Siili's whitepaper
publications and AI
Roundtable events
reinforced our reputation
as a pioneer and long-term
partner to our clients.
I
M
P
A
C
T
-
D
R
I
V
E
N
GOVERNANCE REMUNERATIONKEY FIGURES FINANCIAL STATEMENTS BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
3 Siili Solutions Plc – Annual report 2025
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 2025 the share
of our international business was 28% of our revenue.
Our approximately 900 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's shares are listed on the Nasdaq Helsinki Stock Exchange.
In 2025, we employed
903
experts
Adj. EBITA in 2025
4.1
MEUR
In 2025, the share of
international business was
27.8
%
Revenue, EUR million
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
2024 202520232022
2021
108.1
118.3
99.2
122.7
111.9
GOVERNANCE REMUNERATIONKEY FIGURES FINANCIAL STATEMENTS BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
4 Siili Solutions Plc – Annual report 2025
SIILI IN BRIEF
2025 was a significant year for Siili in many
respects. During our 20th anniversary
year, we took several important steps
in implementing our data- and AI-
focused strategy. Efforts to improve
profitability continued, and we renewed
our ways of working as well as our
organization over the course of the year.
Market conditions affected Siili's revenue and growth
momentum both domestically and internationally. Full-
year revenue amounted to approximately EUR 108
million, representing a decrease of 3.4% year-on-year.
The share of international operations was 27.8% of the
Group’s revenue in 2025. Adjusted EBITA was EUR 4.1
million, corresponding to 3.8% of revenue. This year,
we will continue to improve profitability and focus
on growth, especially in the data and AI business.
Despite growth challenges, the year marked a
success for Siili in many ways. We completed the
acquisition of a majority stake in Integrations Group,
strengthening our integration expertise and our
ability to serve as a comprehensive digital solutions
partner to our clients in line with our strategy.
Early in the year, we launched our Advisory
business area focused on management consulting,
which performed strongly in its first year. In the
spring, we also refreshed our managed services
offering to better address the emerging needs of
our clients in their AI transformation journey.
situational awareness systems. The Airport Operational
Status (AOS) system we implemented for Finavia has
attracted extensive international interest, particularly
in light of new EU regulations, and we have, for
example, signed an agreement with a major European
airport operator for the delivery of a similar system.
WE FOCUSED ON STRENGTHENING
OUR COMPETENCE PROFILE
During the year, we focused on renewing our
competence profile, ways of working, and organisation
to provide even stronger support for strategy
implementation. The changes implemented through
the organisational transformation launched in the
autumn have significantly enhanced and clarified our
operations. We continued investing in building the
AI capabilities of our personnel, and approximately
80% of all Siili consultants are now capable of
either utilising or implementing AI solutions in client
projects. We also have strong expertise in building
scalable digital platforms and AI capabilities.
Our customers are increasingly seeking secure
and sovereign AI capacity they can rely on. In
response to this demand, in 2025 we launched
Finland’s first LLM-as-a-service solution
for sovereign AI together with Verda.
Our whitepaper publications and AI Roundtable
events reinforced our reputation as a pioneer and
long-term partner to our clients. Later in the year, we
were also shortlisted as a finalist in the Most Growth-
Oriented AI Project category at the AI Finland gala.
Overall, 2025 demonstrated the validity of our data-
and AI-centric strategy. I would like to thank all Siilis,
as well as our clients and partners, for the past year.
We are now in an excellent position to continue
implementing our strategy in the year ahead.
Tomi Pienimäki
CEO
Siili Solutions Plc
CEO’s review
THE IMPLEMENTATION OF OUR STRATEGY
PROGRESSED AS PLANNED
The strategic direction we have chosen – positioning
ourselves as a forerunner in AI and data – proved to
be the right one during the year. Our clients currently
know Siili as a strong expert in AI transformation.
By year-end, an increasing number of major Finnish
companies had placed AI at the heart of its business,
signalling growing demand for taking more business-
critical solutions into production and scaling them.
In this market environment, we secured
several new client relationships and further
strengthened our position with existing clients.
Within data and AI projects, we deepened our
partnership with Pihlajalinna during the year, with a
particular emphasis on business-driven utilisation
of data and AI. We continued our cooperation
with the media company Sanoma, especially
in leveraging AI, and the relationship also grew
in revenue terms. On the public sector side, we
significantly expanded our cooperation with the
Finnish Tax Administration. Siili was also selected as
Aalto University’s partner to deliver development of
content management system based websites and
touch points, covering the design, implementation
and maintenance over a four-year contract period.
We have also taken substantial steps on the
international growth front. NeuConnect – the first
direct energy link between the United Kingdom and
Germany – selected Siili's subsidiary Supercharge
to supply its market integration platform. We are
also pursuing growth in the digitalisation of airport
GOVERNANCE REMUNERATIONKEY FIGURES FINANCIAL STATEMENTS BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
5 Siili Solutions Plc – Annual report 2025
SIILI IN BRIEF
Siili’s strategy
COMMUNITY OF TOP TALENT
We strengthen our strong
corporate culture and continuous
learning opportunities. We invest in
our personnel's strong data and AI
competences. Our goal is to be the
most desirable community among
digital development professionals.
Our strategy is based on strengthening our expertise,
remaining at the forefront of technologial development
and thus acting as a partner for our customers in their
business development in the era of artificial intelligence.
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.
The implementation of our data and artificial intelligence
focused strategy, announced in 2024, continued
succesfully in 2025. We took significant steps on
our strategy path and strengthened our position as
a comprehensive partner for our customers. During
2025, we continued to cooperate with many of our
long-term customers and also launched new customer
relationships that were significant for the implementation
of the strategy. We were our customers' partner as
many of our customers moved from experimenting with
the possibilities of artificial intelligence towards value-
creating business solutions over the course of the year.
During the year, Siili's experts helped customers identify
the opportunities offered by artificial intelligence in their
business and build business value-creating solutions
to realize them. During the year, we strengthened our
overall offering, and our teams function as a complete
partner for our customers.
We renewed our organization to better meet customer
needs in accordance with our strategy in three areas.
Going forward, Siili's organization is built around
three different customer needs: Developing new AI
solutions and business operations; Building fast, smart
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
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.
and adaptable digital solutions; Providing continuous
services.
During the year, we continued to develop the
competence of our personnel, focusing in particular on
strengthening data and AI competence and leadership.
We will continue to focus on large enterprises
and the public sector in Finland, the UK,
Germany and the Netherlands.
Long-Term Financial Goals:
Our 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 HUMANE RESPONSIBILITY
Make AI Real
Strategic priorities
GOVERNANCE REMUNERATIONKEY FIGURES FINANCIAL STATEMENTS BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
6 Siili Solutions Plc – Annual report 2025
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.
Sustainability is integrated into the core of Siili's
strategy. The strategy work carried out in 2024 took
into account both the results of the dual materiality
analysis and the views of our key stakeholders,
in particular our customers and employees.
In 2025, Siili's Board of Directors confirmed
sustainability goals, which focus on three areas
that are essential to the business: climate change
mitigation, own workforce and governance. The goals
are presented in detail in the table on this page.
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's sustainability reporting
EU sustainability reporting regulation is
currently undergoing change. Based on the
proposed amendments, Siili’s preliminary
assessment indicates that the company would
no longer fall within the scope of the statutory
sustainability reporting obligation in the future.
Despite these changes Siili is committed to
communicating about sustainability themes and
goals openly also in the future. During 2026, we
will define the scope and the format of future
reporting, taking into account Siili’s business
and information needs of key stakeholders.
Read how we support our customers'
in their sustainability journey.
https://www.siili.com/cases
Topic Goal
Climate change
Scope 1 emissions Short term: 42% reduction in line with the SBT by 2030 (compared to 2024)
Scope 2 emissions Short term: 42% reduction in line with the SBT by 2030 (compared to 2024)
Scope 3 emissions Short term: 51.6% reduction in line with the SBT by 2030 (compared to 2024)
Own workforce
Skills development 90% of Siili employees have their personal learning plan
Diversity Short term: 25% / Medium and long term: 30% share of employees
representing minotiry genders in the total workforce
Governance
eNPS Short term: +20% / Medium term: +25% / Long term: +50%
Whistleblowing notifications 0 breaches
SUSTAINABILITY GOALSIn 2025, we will publish a sustainability statement
as part of 2025 report of the board of directors.
The statement has been prepared in accordance
with the EU Sustainability Reporting Directive
(CSRD) and the Reporting Standards (ESRS).
GOVERNANCE REMUNERATIONKEY FIGURES FINANCIAL STATEMENTS BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
7 Siili Solutions Plc – Annual report 2025
SIILI IN BRIEF
Board of Directors' report and Financial Statements 2025
Board of Directors
report
Revenue
Revenue for the financial year decreased by 3.4% year on
year (-8.8%) to EUR 108,076 (111,899) thousand. Revenue
for the second half of the year decreased by 4.1% to
EUR 50,532 (52,713) thousand. The share of international
operations of the revenue was 27.8% (29.0%) for the
financial year and 29.7% (30.2%) for the second half of
the year. Revenue declined from the previous year as a
result of weak market conditions.
Profitability
EBITA for the financial year totalled EUR 1,433 (4,554
1
)
thousand, representing a decline of EUR 3,120 year on
year. The Group’s profitability weakened during the period,
and EBITA amounted to 1.3% (4.1%
1
) of revenue. EBITA for
the second half of the year was -0.4% (3.5%
1
) 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 22,832 (23,344) thousand, or 21.1%
of revenue (20.9%) for the financial year. Employee benefit
expenses for the financial year decreased to EUR 67,621
(68,600) thousand and amounted to 62.6% (61.3%) 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 903 (975)
employees on average and 863 (942) at the end of the
year. Other operating expenses was EUR 13,260 (12,244
1
) thousand, or 12.3% (10.9%
1
) of revenue, including a
significant amount of one-off restructuring costs.
Adjusted EBITA for the financial year was EUR 4,107
(5,211
1
) thousand, or 3.8% (4.7%
1
) of revenue. The
adjustment items amounted to EUR 2,673 (657
1
) thousand,
consisting of personnel benefit expenses and other
operating 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 111 (3,393) thousand, or 0.1% (3.0%) of revenue.
Net financial expenses for the financial year totalled EUR
40 (76) thousand. The profit for the period before taxes
was EUR 71 (3,317
1
) thousand, the profit for the period was
EUR 936 (3,290
1
) thousand, and earnings per share were
EUR 0.12 (0.41
1
).
Financing and capital expenditure
The Group’s statement of financial position totalled EUR
76,489 (84,232
1
) thousand at the end of the financial
year, with EUR 40,447 (41,220
1
) thousand consisting of
shareholders’ equity. The Group’s equity ratio strengthened
by 3.8 percentage points year on year to 53.3% (49.5%
1
). At the end of the financial year, liquid funds amounted
to EUR 12,859 (20,331) thousand. The Group had EUR
16,364 (19,283) thousand of interest-bearing liabilities, of
which EUR 7,432 (10,797) thousand was non-current. The
decrease in interest-bearing liabilities was significantly
affected by the acquisition of additional stake in
Supercharge Zrt. Gearing was 8.7% (-2.5%), and the ratio
of net debt to EBITDA was 0.73% (-0.13%). The Group’s
return on capital employed was 2.9% (6.9%
1
).
The cash flow from operations was EUR 1,508 (10,751)
thousand, representing asignificant decrease year on year.
The decrease was mainly due to the decrease in net profit
and the negative change in working capital during the
financial period.
Cash flow from investing activities for the financial
year was EUR -5,333 (-10,766) thousand, including the
acquisition of a majority stake in Integrations Group
for EUR 1,017 thousand, as well as amounts paid to the
minority interests for the acquisition of additional stakes in
Supercharge Zrt and Integrations Group Oy totalling EUR
4,321 thousand.
Cash flow from financing activities in the review period
amounted to EUR -3,681 (-8,638) thousand, including a
dividend of EUR 1,460 thousand paid to the shareholders
of Siili Solutions Plc, a dividend of 671 thousand paid to
non-controlling shareholders, and repayments of bank
loans amounting to EUR 2,821 thousand.
Acquisitions and changes in group
structure
During the reporting period, Siili Solutions Plc increased
its ownership interest in its subsidiary Supercharge
Zrt. (formerly Supercharge Kft.). In May, the company
completed share transactions through which its
ownership in Supercharge Zrt. increased to 85% from the
previous 70%. The purchase price for the Supercharge
Zrt. shares amounted to approximately EUR 4.2 million.
In addition, during the reporting period the company
acquired a total majority stake of 55% in Integrations
Group Oy, with total consideration amounting to
EUR 2.4 million. In accordance with the terms of the
arrangement, Siili and the sellers have the right to execute
the acquisition of the remaining 45% of the shares in
Integrations Group Oy in stages during 2026–2027. Due
to the options included in the agreement, Integrations
Group Oy has been fully consolidated into the Siili Group
as of 2 January 2025, and a purchase price liability
related to the acquisition of the minority interest has
been recognised at fair value through profit or loss in the
amount of EUR 1.7 million as of 31 December 2025.
Employees, management and
governance
The number of employees at the end of the financial year
was 863 (942), which marks a decrease of 79 (65) people,
or 8.4% (-6.5%), from the end of the previous year. The
average number of employees during the period was
903 (975).
At the end of the financial period, Siili’s Management
Team consisted of the following members: Tomi Pienimäki
(CEO), Tuomas Toropainen (CFO), Taru Salo (CPO), Marton
Heves (CEO, Supercharge), Maria Niiniharju (VP Private
Business), Jaakko Aatola (VP, Strategy & Partnerships)
and Markku Savusalo (VP, Digital Engineering). Tuomas
Toropainen became a member of the Management
Team on 1 September 2025, and Marton Heves, Jaakko
Aatola and Markku Savusalo became members of the
Management Team on 15 September 2025.
1 The comparative figures for 2024 have been adjusted from those published in the 2024 financial statements; see section 1 of the notes to the financial statements for details.
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES FINANCIAL STATEMENTS BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERS
9 Siili Solutions Plc – Annual report 2025
BOARD OF DIRECTORS' REPORT
The company's auditor is KPMG Oy AB (Business ID
1805485-9), Authorised Public Accountants, with
Leenakaisa Winberg, APA, ASA as the Company’s
responsible auditor.
Significant events during the
financial year
Share Repurchase Programme
During the period from 2 June to 17 July 2025, the
Company completed a share repurchase programme
under which a total of 31,000 of the Company’s own
shares were acquired. The shares were repurchased to
cover obligations arising from the Company’s long-term
share-based incentive schemes.
Changes in the Executive Management Team
During the financial year, Tuomas Toropainen
assumed the position of CFO as a member of the
Management Team on 1 September 2025. In addition,
as of 15 September 2025, Markku Savusalo (VP, Digital
Engineering), Jaakko Aatola (VP, Strategy & Partnerships),
and Marton Heves (CEO, Supercharge Zrt.) joined the
Management Team. Former CFO Aleksi Kankainen
stepped down from the Executive Management Team
in August, and former CEO of Supercharge Zrt. Andras
Tessenyi in September.
Profit Warning and Revised Financial Guidance for 2025
On 2 December 2025, the Company issued a profit
warning and lowered its guidance for adjusted operating
profit (EBITA) for the financial year 2025. The revenue
outlook remained unchanged.
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. There are also 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 cyber or information security risks, for
example, as a result of data breach and/or human error
by an employee. In addition, heightened geopolitical
uncertainty and increased activity by state actors have
contributed to an elevated cyber threat landscape.
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.
General uncertainty, together with volatility arising from
macroeconomic and geopolitical factors, continues
to affect our customers’ investment decisions and,
consequently, to have a negative impact on Siili’s
business. According to management’s assessment, the
uncertainty caused by these factors will continue to affect
Siili’s business operations and growth opportunities also
during the current financial year. The Company actively
monitors the situation and adapts its operations, including
by ensuring 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 2026 and financial
goals for 2026–2028
Revenue for 2026 is expected to be EUR102-126 million
and adjusted EBITA EUR3.7-6.9 million.
On 26 November 2024, the company announced the
financial goals for the years 2025–2028 as follows:
Annual revenue growth of 20 percent, of which organic
growth accounts for about half.
Adjusted 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.
General meeting of shareholders
ANNUAL GENERAL MEETING
Siili Solutions Plc’s Annual General Meeting (AGM) took
place in Helsinki, Finland, on 8 April 2025. The Annual
General Meeting adopted the financial statements and
consolidated financial statements for the financial period
2024, discharged the CEO and the members of the Board
of Directors from liability and decided to distribute a
dividend of EUR 0.18 per share, totalling approximately
EUR 1.46 million.
The number of members of the Board of Directors was
confirmed as five (5). Harry Brade, Jesse Maula, Henna
Mäkinen and Katarina Cantell were re-elected to the
Board and Sebastian Nyström was elected as new
member 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 2,500 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.
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES FINANCIAL STATEMENTS BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERS
10 Siili Solutions Plc – Annual report 2025
BOARD OF DIRECTORS' REPORT
KPMG Oy AB, Authorised Public Accountants, were
reelected as the company’s auditor and 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 and assurer'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 814,000 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. 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 2026.
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
814,000, which corresponds to approximately 10% of
all shares in the company. The total maximum number
of shares to be issued for the purpose of sharebased
incentive schemes is 162,800 shares, which corresponds
to approximately 2.0% of all the 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 2026.
The Annual General Meeting adopted the remuneration
report of the governing bodies of the company.
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.
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,
Katarina Cantell, Henna Mäkinen and Sebastian Nyström.
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
Mäkinen, Katarina Cantell and Sebastian Nyström
are considered independent of the Company and its
significant shareholders. Harry Brade is independent
of the Company but non-independent of its significant
shareholder Lamy Oy.
In addition, the Shareholders’ Nomination Board
recommends to the Board of Directors that it re-elects Harry
Brade as its Chair and elects Jesse Maula as Deputy Chair.
Decision on the remuneration of the members of the
Board of Directors
The Shareholders’ Nomination Board proposes that the
remunaration of the members of the Board of Directors
would remain unchanged and be as follows:
Share and shareholders
The company has one series of shares, and all of its
shares carry entitlement to equal rights. On 31 December
2025, 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 31,698
of its own shares. On 31 December 2025, the members
of the company’s Board of Directors and Management
Team owned a total of 51,836 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 6.76 the lowest price was EUR 4.32, the
average price was EUR 5.40, and the closing price at the
end of the review period was EUR 4.63. The company’s
market capitalisation decreased by 18.2% from the end
of 2024 and amounted to EUR 37.5 (45.9) million on 31
December 2025.
The company had a total of 5,850 (5,784) shareholders
on 31 December 2025. The number of shareholders
increased by 1.1% from the end of 2024. 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.
PROPOSALS OF THE SHAREHOLDERS’
NOMINATION BOARD TO THE ANNUAL
GENERAL MEETING 2026
The Shareholders’ Nomination Board of Siili Solutions Plc
has made its proposals to the Annual General Meeting on
11 December 2025.
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES FINANCIAL STATEMENTS BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERS
11 Siili Solutions Plc – Annual report 2025
BOARD OF DIRECTORS' REPORT
The Chair of the Board of Directors is paid EUR 3,850 per
month, the Deputy Chair EUR 2,500 per month, the Chair
of the Audit Committee EUR 2,500 per month and other
members EUR 2,000 per month.
The Chairs of the Board of Directors’ Committees are
paid EUR 200 per month for their work on the Committee,
in addition to which all Committee members are paid
a meeting fee of EUR 300 per meeting. In addition, the
members of the Board of Directors receive compensation
for travel expenses in line with the Company’s business
travel policy.
Events after the end of the financial
year
THE BOARD OF DIRECTORS OF SIILI SOLUTIONS
PLC ESTABLISHED A NEW SHARE-BASED
INCENTIVE PLAN FOR KEY EMPLOYEES
In January 2026 the Board of Directors of Siili Solutions
Plc resolved to establish a new share-based incentive
plan for key employees of the group. The purpose
of the plan is to align the interests of the company's
shareholders and key employees to increase the
company's value in the long-term, to commit key
employees to implement the company's strategy,
objectives and long-term interest and to offer them
a competitive incentive plan based on earning and
accumulating the company's shares. More information
about the incentive plan is available in the Note 6.4 to
the Consolidated Financial Statements and in the stock
exchange release published on 29 January 2026.
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 2025, the distributable assets of the
parent company of Siili Solutions Plc amounted to
EUR 36,619,972.91, including the profit for the period
EUR 3,219,111.97. The Board of Directors proposes to
the Annual General Meeting 2026 that a dividend of
EUR 0.07 per share be paid for the financial year 2025.
According to the proposal, a total dividend of EUR
567,599.55 would be paid. The proposed dividend
represents approximately 61% 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 2025
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 AI-assisted software
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. Siili published its first sustainability
statement for the financial year 2024, and in this
sustainability statement, comparative information referring to
year 2024 is presented for the first time. 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 2025.
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 scenarios.
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”).
There have been no changes 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 information
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 is 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 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 have been set based on
the most material topics identified in the double
materiality analysis. The development of sustainability
is advanced in line with actions based on these
targets. Material sustainability topics are presented in
section “Double-materiality analysis” and Sustainable
Development Goals in standard-specific sections.
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
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES FINANCIAL STATEMENTS BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERS
13 Siili Solutions Plc – Annual report 2025
BOARD OF DIRECTORS' REPORT
the highest-level body within the Company responsible for
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 as well as the
data for tracking the Sustainable Development Goals.
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 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, such as banking
and finance as well as the consumer business. Moreover,
all members of the Board of Directors have served or are
serving as board members in both 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.
Board Committees
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 integrated 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 and 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. CFO and General
Counsel report 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 2024.
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
Sebastian Nyström Member of the Board,
Member of the HR Committee
Tomi Pienimäki Chief Executive Officer
Tuomas Toropainen Chief Financial Officer
Taru Salo Chief People Officer
Marton Heves CEO, Supercharge
Maria Niiniharju VP, AI Strategy & Transformation
Markku Savusalo VP, Digital Engineering
Jaakko Aatola VP, Strategy & Partners
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES FINANCIAL STATEMENTS BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERS
14 Siili Solutions Plc – Annual report 2025
BOARD OF DIRECTORS' REPORT
Board of Directors’ gender diversity calculated as an average ratio of female to male members
Composition and diversity of the members of the administrative,
management and supervisory bodies 31.12.2025 31.12.2024
Number of executive and non‑executive members Group Management Team 7
persons
Board of Directors 5 persons
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
40% female
60% male
40% female
60% male
Percentage of the members of the administrative, management and
supervisory bodies by gender, Management Team
29% female
71% male
40% female
60% male
Gender diversity calculated as an average ratio of female to male
members
0.4 Board of Directors
0.3 Management Team
0.4 Board of Directors and
Management Team
Percentage of Board of Directors’ members who are independent 100% independent of the
Company
80% independent of the largest
shareholders
100% independent of the
Company
80% independent of the largest
shareholders
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 (624/2006, 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 applies sustainability-related due diligence thinking
as part of its existing governance, risk and reporting
practices. The Company does not have a separate due
diligence process targeted at sustainability, but the key
aspects and steps of the due diligence process have
been integrated into its normal operating models and are
described in various sections of the sustainability report.
The identification and assessment of sustainability-
related impacts, risks and opportunities take place as
part of the Company’s double materiality assessment,
risk management process and topic-specific analysis.
On this basis, material sustainability topics are prioritised
and addressed in the Company’s strategy, operating
principles, policies, ethical guidelines and practices.
Actions addressing the identified material impacts and
risks are described in the topic-specific disclosures,
including policies, operating models and practical
actions. The implementation and effectiveness of
the actions are monitored as part of the Company’s
normal management and monitoring model.
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 sustainability reporting is based on several internal
and external data sources as well as, to some extent,
estimates. Therefore, the Company has identified
process risks related to sustainability reporting that
may affect the accuracy, consistency and verifiability
of the reported information. The identification and
management of risks related to sustainability reporting
form part of the Company’s overall risk management,
and reporting practices are continuously developed.
The Company has identified a risk that information
used in sustainability reporting may be incomplete,
incorrect or inconsistent due to the dispersed nature of
the data, manual work steps, or the use of estimates.
To mitigate this risk, the Company has defined
responsibilities for the reported information, uniform
definitions and calculation principles. The accuracy of the
information is ensured through internal checks. Part of
the information used in sustainability reporting is based
on data produced by external suppliers or generally
accepted sources, the accuracy and comparability
of which may vary. This related risk is managed by
utilising reliable and generally accepted data sources
and by assessing the reasonableness and consistency
of the information as part of the reporting process.
The sustainability reporting process is dependent on
individual persons as well as the partially manual nature of
the process, which may impair the continuity of reporting
and increase the risk of errors. To mitigate this risk,
sustainability reporting processes and responsibilities
have been documented, and reporting is developed
as part of the Company’s normal reporting cycle. The
functioning of the process is assessed on a regular basis.
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 2025, Siili complied fully with the Corporate Governance
Code 2025 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.
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES FINANCIAL STATEMENTS BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERS
15 Siili Solutions Plc – Annual report 2025
BOARD OF DIRECTORS' REPORT
Regulation and guidance applicable to sustainability
reporting, including CSRD and ESRS requirements, are
continuously evolving. The Company has identified a
risk that the interpretation or application of regulation
may be inadequate or outdated. To mitigate this risk, the
Company actively monitors regulatory developments
and updates its reporting practices as necessary.
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 LINES
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.
2025
Total Net Sales EUR 108,076 thousand
Sales of work 91,859
Project deliveries 6,182
Licence sales 3,254
Maintenance and other services
6,780
Total number of workforce with employment contracts by
head count
Area Number of personnel
Finland 557 / 65 %
Poland 105 / 12 %
Hungary 183 / 21 %
Rest of Europe and North America 18 / 2 %
Total number of employees
863
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:
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.
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 adjusted 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 employee
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
taken these strategic objectives into account also in its
employee-related sustainable development targets.
VALUE CHAIN
The majority (approximately 85%) 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
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16 Siili Solutions Plc – Annual report 2025
BOARD OF DIRECTORS' REPORT
providing comprehensive occupational health services.
Recruitment of new employees is supported by Siili’s
good employer reputation and, in particular, its reputation
as a pioneer in AI-assisted software development.
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.
In connection with its strategy initiative, Siili gave
attention to the results of the double materiality
analysis and the views of the key stakeholders, namely
customers and employees. The strategy has artificial
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 Finland 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 adequate information
Society Compliance with legislation
Payment of taxes
Employment
Supporting societal development
Media Up‑to‑date interesting information Press releases, discussions and interviews
intelligence, data and the expertise of Siili's employees
at its core. The strategy process conducted in 2024 in
cooperation with employees 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.
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.
The views of the key stakeholders were considered
in the double materiality analysis, which is
described in greater detail on the next page.
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DOUBLE MATERIALITY ANALYSIS
The due diligence process for Siili’s double materiality
analysis is based on the European Sustainability
Reporting Standards (ESRS), 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.
Between 2022 and 2024, Siili carried out a
comprehensive double materiality analysis in two
phases as a due diligence process in accordance
with the European Sustainability Reporting Standards
(ESRS). The results of the analysis were utilised widely
in the preparation of the 2024 sustainability reporting.
For the 2025 reporting, the double materiality analysis
was assessed by the executive management. The
purpose of the review was to ensure that the double
materiality assessment prepared in autumn 2024
still corresponds to Siili’s current business situation,
operating environment and material impacts, risks
and opportunities on the environment and people.
The assessment included a review of the previous
documentation, verification of changes that had occurred
in the business and regulatory environment, as well as
the identification and evaluation of material impacts, risks
and opportunities. The re-assessment was discussed
in the Group Management Team and the Board’s Audit
Committee and approved by Siili’s Board of Directors.
In Siili’s view, the double materiality assessment of
2024 continues to provide a reliable basis for Siili’s
2025 sustainability reporting and its assurance.
Going forward, an annual review will continue to be
carried out in connection with assurance preparations,
and a more extensive update to the analysis,
based on stakeholder dialogue, will be performed
when necessary, as a rule every two years.
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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
Potential negative
impact
x S/M/L E1
Reduction of greenhouse gas (GHG)
emissions
Potential negative
impact
x x M/L E1
Increase in IT sector greenhouse gas (GHG)
emissions due to AI solutions
Potential negative
impact
x x M/L E1
S1:
Working conditions
Full freedom of association for employees and
diverse opportunities to participate in Siili's
decision‑making
Actual positive
impact
x S/M/L S1
Applicability of employee‑management
collaboration practices used in Finland to other
operating countries
Potential negative
impact
x S/M/L S1
Working time tracking and flexible working
hours.
Siili offers longer‑than‑statutory family‑
related leave and sick child leave. Flexible
working hours and adaptable remote
working practices, together with the leisure
opportunities provided by Siili, enhance well‑
being at work
Actual positive
impact
x S/M/L S1
Temporarily higher‑than‑normal workload may
temporarily reduce employee well‑being at
work.
Potential negative
impact
x S/M/L S1
S1:
Equal treatment and
opportunities
Development and maintenance of employee
competencies
Actual positive
impact
x S/M/L S1
Enhancement of workforce diversity
Actual positive
impact
x S/M/L S1
Challenges of increasing diversity in the IT
sector
Potential negative
impact
x S/M/L S1
Siili provides a safe working environment for
all employees
Actual positive
impact
x S/M/L S1
G1:
Corporate culture
Siili’s strong and unique corporate culture
Actual 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 update to the double materiality analysis,
potential negative impacts were identified in relation
to climate change mitigation and greenhouse gas
emissions. In relation to Siili’s employees, actual
positive impacts were identified concerning working
conditions, equal treatment and equal opportunities,
as well as potential negative impacts related to
equal treatment and the enhancement of diversity.
An actual 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.
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
2025. No foreseeable financial impacts related to
risks and opportunities are reported for 2025.
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IDENTIFICATION AND ASSESSMENT
OF MATERIAL IMPACTS, RISKS
AND OPPORTUNITIES
The reported sustainability topics and sustainability
metrics are based on the double materiality analysis.
The main objective of the double materiality analysis is
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 has been
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.
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
1‑2% is regarded as low, an impact of 2–5% 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 presented stakeholders’ views.
In the re-assessment of material impacts, risks and
opportunities carried out in autumn 2025, minor update
needs were identified due to the development of
regulatory application practices. In this respect, the
updates have been taken into account in the table
describing material impacts, risks and opportunities
and particularly in the terminology used.
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.
Going forward, Siili will review its double materiality
analysis on an annual basis as part of its regular
business development. As a rule, 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..
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 premises are rented offices located in city
centre areas or otherwise in densely built-up and
zoned urban areas. The location of the premises in or
near biodiversity-sensitive areas was not specifically
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.
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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
E1 IRO‑1 Material impacts, risks and opportunities related to climate change
mitigation
E1‑2 Policies
E1‑3 Actions and progress towards targets in 2025
E1‑4 Targets and metrics; Actions and progress towards targets in 2025
E1‑5 Targets and metrics
E1‑6 Targets and metrics
ESRS E2 E2 IRO‑1 Assessment other environmental topics
ESRS E3 E3 IRO‑1 Assessment other environmental topics
ESRS E4 E4 IRO‑1 Assessment other environmental topics
ESRS E5 E5 IRO‑1 Assessment other environmental topics
ESRS S1 S1 SBM‑2
S1 SBM‑3
Interests and views of stakeholders
Social responsibility
S1‑1 Policies
S1‑2 Policies
S1‑3 Policies
S1‑4 Policies
S1‑5 Policies
S1‑6 Metrics
S1‑7 Metrics
S1‑9 Metrics
S1‑13 Metrics
S1‑15 Policies
S1‑17 Metrics
ESRS G1 G1‑1 Governance and strategy of sustainability
G1‑1 Governance and strategy of sustainability
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 ESRS datapoints that derive from EU legislation
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: Board of Directors’ gender diversity
calculated as an average ratio of female to
male members
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 2025
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
ESRS E1‑9
Breakdown of the carrying value of its real estate assets by energy-efficiency classes paragraph 67 (c)
x Transitional provision applied
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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
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
ESRS S1‑14
Number of fatalities and number and rate of work‑related accidents paragraph 88 (b) and (c)
x 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 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
2025
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 principles 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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24 Siili Solutions Plc – Annual report 2025
BOARD OF DIRECTORS' REPORT
ENVIRONMENT
European Unions sustainable finance taxonomy
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. 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 following criteria under the
Delegated Regulation apply to Siili’s business: “8.2
Data-driven solutions for GHG emissions reductions”
and “8.2 Computer programming, consultancy and
related activities”. 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.
The European Commission has adopted Delegated
Regulation (EU) 2026/73, which streamlines EU Taxonomy
reporting, for example through the introduction of a
materiality concept and updated reporting templates.
Siili applies the new Delegated Regulation in its
2025 Taxonomy reporting. Comparative figures have
not been restated as a result of these changes.
Siili has assessed the taxonomy eligibility and
taxonomy alignment of its business activities in line
with the reform. As a result of this process, taxonomy-
eligible engagements were identified, representing
approximately 1% of the Group’s total revenue. As
these engagements did not exceed the 10% materiality
threshold in terms of revenue, they have been deemed
non-material and have not been further assessed.
A similar review was carried out with respect to
capital expenditure and operating expenditure. For
the financial year 2025, no taxonomy-eligible capital
or operating expenditures were identified that, on a
cumulative basis, exceeded the materiality threshold.
In the assessment, sustainability-related projects that
fall outside the scope of the EU Taxonomy were also
identified, and Siili has participated in numerous client
engagements that indirectly support the objectives of
the European Union’s sustainable finance taxonomy.
Although the revenue contribution from such projects is
not material, Siili remains committed to pursuing client
engagements related to sustainability going forward.
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BOARD OF DIRECTORS' REPORT
Financial year
(2025)
Breakdown of Taxonomy-aligned activities by environmental objective
Key
performance
indicator (1) Total (2)
Proportion of
Taxonomy-
eligible
activities (3)
Taxonomy-
aligned
activities (4)
Proportion of
Taxonomy-
aligned
activities (5)
) Climate
change
mitigation (6)
Climate change
adaptation (7) Water (8)
Circular
economy (9) Pollution (10) Biodiversity (11)
Proportion
of enabling
activities (12)
Proportion of
transitional
activities (13)
Activities not
assessed,
considered non-
material (14)
Taxonomy-
aligned
activities in
the previous
financial year
(2024) (15)
Proportion of
Taxonomy-
aligned
activities in
the previous
financial year
(2024) (15)
EUR 1,000 % EUR 1,000 % % % % % % % % % % EUR 1,000 %
Revenue 108,076 0% 0 0% 0% 0% 0% 0% 0% 0% 0% 0% 1% 0 0%
Capital
expenditure
4,448 0% 0 0% 0% 0% 0% 0% 0% 0% 0% 0% n/a 0 0%
Operating
expenditure
1,000 0% 0 0% 0% 0% 0% 0% 0% 0% 0% 0% n/a 0 0%
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26 Siili Solutions Plc – Annual report 2025
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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 climate 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.
Potential negative impacts
Climate change mitigation and greenhouse
gas emissions: Siili's own operations generate
greenhouse gases in the environment. The most
significant proportion of greenhouse gases in
the entire value chain is caused in Siili's value
chain, and not in Siili’s own operations.
Actual 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 a requirement on Siili
to actively engage in climate change mitigation
and the achievement of climate objectives.
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 it begins to compensate
its emissions or if, for example, regulation imposes
financial compensation or payment obligations for
emissions. If the risk materialises, Siili will respond to
the situation with actions available at the time. Siili
analysed the resilience of its strategy and business
as part of the strategy process carried out in summer
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
scenario and resilience analysis of the strategy are
considered in their entirety Siili’s business secrets. In
the medium and long term, the strategy is also expected
to evolve and the business to develop accordingly.
Thus, Siili’s resilience to respond to this risk is strong.
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 the one hand, many
solutions and services generate or promote direct
emissions reductions. On the other hand, for example,
the use of servers and services, as well as the use of
various digital tools – in particular AI tools – generates
emissions. Siili’s objective is both to support its
customers in developing various solutions reducing
environmental impacts, and on the other hand, to
identify and reduce its own environmental impacts. The
Company is also reviewing different methods to monitor
the growth of the energy need caused by the use of
AI applications and the resulting potentially significant
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 for example 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. 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 in accordance with the
GHG Protocol. Especially in the context of emission
calculation of Scope 3 purchased goods and
services, the aim is to reduce the use of monetary
values and replace them with more specific good
and service specific measurement units.
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.
In 2025, Siili also set greenhouse gas emission
reduction targets based on the requirements of the
Science Based Targets initiative (SBTi ). The targets
reflect the findings from the double materiality
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analysis that Siili’s most significant climate impacts
relate in particular to indirect Scope 3 emissions.
In the short term, Siili targets a 42% absolute emission
reduction in line with the SBTi for both Scope 1 and
Scope 2 emissions by 2030 compared to the 2024
level, using the absolute contraction approach.
For Scope 3 emissions, the Company targets a 51.6%
reduction by the same date compared to the 2024
level, following the physical contraction method.
As its long-term net zero target, Siili is committed
to reducing Scope 1 and 2 emissions by 90% and
Scope 3 emissions by 97% per thousand billable
hours by 2050 compared to the 2024 level.
The significant underlying assumptions for the targets
relate, among other things, to the emission factors
used, gaps in supplier or other data, and the allocation
of travel and energy consumption data to the reporting
period. The methods used are subject to limitations,
as Scope 3 emissions in particular inherently involve
uncertainty and rely on estimates and assumptions,
and historical data may be updated as necessary if
calculation methods develop. Not all emissions can be
measured precisely, and some are based on estimates
and averages, which may affect the comparability of
metrics across different reporting periods. The metrics
for the climate targets have not been separately
validated by any third party, but they are based on
internationally recognised and widely used standards.
The targets form a key part of Siili’s carbon
neutrality roadmap and respond to customers’ and
regulators’ growing expectations for low-carbon
digital services. Progress is monitored annually
through the Company’s emission calculations
and reporting systems. The targets have not yet
been linked to Siili’s remuneration schemes.
Climate change transition plan
During 2025, the Siili Solutions Group prepared a
climate change transition plan, which serves as a
strategic roadmap for reducing the Group’s own
greenhouse gas emissions across all emission scopes
(Scope 1, 2 and 3). The plan is based on a greenhouse
gas inventory carried out by an external partner,
with the financial year 2024 set as the baseline
year and covering all companies in the Siili Group
in Finland and abroad. The calculation follows the
GHG Protocol standard and its principles for value
chain emissions, with emissions consolidated in
accordance with the operational control approach.
For the transition plan, the Group’s most significant
emission reduction opportunities have been identified
and assessed. The work was carried out in phases:
first, the key emission sources were identified, then
a list of possible emission reduction measures was
prepared and prioritised. Based on this, a cost–
benefit analysis was prepared in two scenarios – a
realistic scenario and an ideal scenario – assessing
the emission reduction potential of the measures,
investment and operating costs, net present value
and marginal cost per avoided tonne of emissions.
The plan was discussed in the Group Management
Team and the Audit Committee and approved
by Siili’s Board of Directors in autumn 2025.
The emission reduction targets have been set in
accordance with the principles of the Paris Agreement
and the Science Based Targets initiative. The transition
plan and target setting were prepared with the
assistance of an external expert and were based on
the Company’s greenhouse gas emission analysis
and climate science-based emission reduction
pathways. During preparation, general and sector-
specific approaches were reviewed, and the suitability
of absolute and intensity-based emission reduction
targets for the Company’s business was assessed.
The transition plan and preliminary targets were
aligned with the Paris Agreement’s 1.5°C warming
pathway, drawing on climate science and the EU’s
long-term climate policy objectives. The Company
has not selected or validated a specific sector-
based quantitative emission reduction pathway,
and the climate targets have not been validated in
accordance with the Science Based Targets initiative.
The Company will refine its targets and their
alignment with the Paris Agreement in future
reporting periods as the implementation of the
transition plan and emission data develop.
The Siili Group has not been excluded from the
EU’s Paris-aligned Benchmarks Indices. The
Company’s business does not include activities
related to the production of fossil fuels or other
carbon-intensive operations that would lead to
exclusion from these benchmark indices.
The Siili Group is committed to reducing Scope 1 and
Scope 2 emissions by 42% by 2030 from the 2024
level and achieving a 90% emission reduction in these
scopes by 2050. For Scope 3 emissions, the Group
targets a 51.6% intensity reduction (tCO2e per 1,000
billable hours) by 2030 and a 97% reduction by 2050.
The transition plan includes the key emission reduction
measures and their financial assessment. Short-
term measures include, among others, updating
the Company’s car and travel policies so that all
Group-owned and leased vehicles are converted to
electric, reducing the already low level of air travel,
and switching any remaining electricity contracts
for premises that include non-renewable energy
to renewable or carbon-neutral electricity in units
where the Company has influence over the contracts.
Moreover, the plan includes extensive supplier
cooperation, the aim of which is to ensure that the
Group’s key service and software suppliers align
their own emission reduction targets with the Paris
Agreement and provide service-specific emission data.
In the realistic scenario of the transition plan, the
Scope 1 target can be achieved and even exceeded
with the selected measures, but a significant gap
remains between the 2030 target level and the
combined impact of the measures for Scope 2 and
Scope 3 emissions. The identified potential for Scope 2
emission reductions identified in the realistic scenario
is 36.6 tCO2e (approximately 26% of the target) and
for Scope 3 emissions 164 tCO2e (50%). In both
scenarios, the Scope 1 emission target is achieved
by electrifying all Group vehicles. For Scope 2 and
Scope 3 emissions, the ideal scenario is reached if all
significant Group units switch to renewable electricity,
business travel (especially air travel) is substantially
reduced, and the majority of the Group’s key service
and software suppliers as well as other critical service
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suppliers are able to provide unit- or service-specific
calculation data and implement their own emission
reductions in line with the Paris Agreement. In the
realistic scenario, the set targets are achieved if a
substantially smaller proportion of key suppliers meet
the above criteria and air travel is reduced moderately.
As part of its carbon footprint calculation, Siili has
mapped its current suppliers’ readiness and plans
for providing the necessary data and implementing
emission reductions. Based on the mapping, only a
limited number of suppliers currently meet or plan
to meet these requirements in the short term.
The transition plan also covers enabling measures
related to data and process development,
such as improving the quality of emission data,
harmonising operating practices and building audit
trail practices. For governance purposes, roles
and responsibilities have been defined: the Board
approves the plan, the Audit Committee oversees
its implementation, and responsibilities for internal
control, monitoring and reporting have been agreed
among the Group’s executive management.
Energy consumption and mix
1
Energy consumption and mix paragraph 2025 2024
Total energy consumption from fossil sources (Mwh)
2
660.8 788.3
Share of fossil sources in total energy consumption (%) 50.5% 57.3%
Consumption from nuclear sources (Mwh) 118.0 65.5
Share of consumption from nuclear sources in total energy consumption
(%)
9.0% 4.8%
Total energy consumption from renewable sources (MWh) 529.7 522.3
Fuel consumption for renewable sources (MWh) 2.3 0.0
Consumption of purchased or acquired electricity, heat, steam, and
cooling from renewable sources (MWh)
527.4 522.3
Consumption of self‑generated non‑fuel renewable energy (MWh) 0.0 0.0
Share of renewable sources in total energy consumption (%) 40.5% 38.0%
Total energy consumption (MWh) 1,308.5 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.
Emissions Calculation 2025
The 2025 emissions calculation covers the entire
Siili Group in accordance with the GHG Protocol
Corporate Standard (2004) and the Corporate
Value Chain (Scope 3) Standard (2011), and it
has been prepared using the operational control
consolidation approach. The calculation includes
all material Scope 1, 2 and 3 emission sources, and
the defined boundaries reflect changes in the Group
structure, including the inclusion of Integrations
Group Oy as a new Group company as of 2025.
In 2025, the Group’s base year was updated to
2024 instead of the previously used year 2019, as
2024 provides a more representative reflection
of the current business structure and is based
on improved data collection and calculation
practices. As a result, the 2025 data is not fully
comparable with previously reported figures;
however, the differences are not considered material
from an overall performance perspective.
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Greenhouse gas (GHG) emissions
Actual vs target comparison Targets
Baseline year
2024
Actual year
2025 Change, % 2030, %
Annual
% target /
baseline year
Scope 1 GHG emissions
Gross Scope 1 GHG emissions (tCO2eq)
1
16.5
6.5 ‑61% ‑42% 0%
Scope 2 GHG emissions
Gross location‑based Scope 2 GHG emissions (tCO2eq) 299.9 257.9 ‑14%
Gross market‑based Scope 2 GHG emissions (tCO2eq)
338.6
291.5 ‑14% ‑42% ‑7%
Significant Scope 3 GHG emissions (51) (tCO2eq)
Total gross indirect greenhouse gas (GHG) emissions (Scope 3) (tCO2‑eq). 1,818.1 1,942.8 +7% ‑52%
5
‑18%
5
1 Purchased goods and services
2
1,311.3 1,450.6 +11%
2 Capital goods 45.8 37.6 ‑18%
3 Fuel and energy‑related activities (not included in Scope1 or Scope 2 emissions) 76.3 61.1 ‑20%
5 Waste generated in operations
3
14.8 6.4 ‑57%
6 Business travelling
4
170 213.8 +26%
7 Employee commuting 171.2 144.1 ‑16%
8 Upstream leased assets
28.7
29.3 +2%
Total GHG emissions
Total GHG emissions (location‑based) (tCO2eq) 2,134.5 2,207.2 +3%
Total GHG emissions (market‑based) (tCO2eq)
2,173.2
2,240.8 +3%
GHG intensity per net revenue Comparative 2025 2024 % 2025 / 2024
Total GHG emissions (location‑based) per net revenue
(tCO2eq/Monetary unit)
20.4 19.1 +7%
Total GHG emissions (market‑based) per net revenue
(tCO2eq/Monetary unit)
20.7 19.4 +7%
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.
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.
4 The increase in travel-related emissions was influenced by changes in the composition of the Group Executive Team. As a result, a greater number of its members now reside outside the vicinity of the headquarters, which has led to increased travel for meetings. In addition, Siili’s 20th
anniversary celebration held in Helsinki temporarily increased train travel among employees in Finland during the reporting period.
5 Decrease in emissions per thousand billable hours.
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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. For
example, in its ISO 14001-certified environmental
management system, environmental policy, and the
associated targets and metrics, Siili has stated that it
will prioritise premises using renewable energy when
renewing lease agreements. Furthermore, products
and equipment leased for the Company are procured
with a preference for low-emission and energy-
efficient options. In line with the travel policy, bicycling
and public transit are encouraged in commuting, and
the car policy mandates an electric or hybrid vehicle.
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.
Actions
During the 2025 reporting period, Siili has
not implemented any significant new climate
change mitigation actions beyond the
Company’s established operating models.
However, in 2025 the Company prepared a climate
transition plan in accordance with CSRD and
ESRS requirements, which defines the medium-
and long-term targets, key emission sources and
the prioritisation of future actions. The planning
and scheduling of actions are based on the most
material impacts identified in the transition plan.
The implementation of the actions identified
in the transition plan is scheduled for future
reporting periods, which is why their impacts are
not yet reported for the 2025 financial year.
Principles of emission calculation
Siili’s greenhouse gas emissions calculation is based
on the GHG Protocol Corporate Standard and the GHG
Protocol Corporate Value Chain (Scope 3) Accounting
and Reporting Standard.
The following emission factor sources have been used
in the calculation methodologies:
Energy consumption (electricity, district heating and
fuels):
European Residual Mix (AIB, 2024)
International electricity emission factor sources
(Carbon Footprint Ltd, 2025)
Finnish district heating emission data
(Energiateollisuus, 2023)
Energy data from Statistics Finland (Statistics Finland,
2023)
Purchased goods and services:
Sector-specific emission factor sources (DEFRA,
2024)
Ecoinvent databases, various versions (Ecoinvent 3.11)
IDEMAT (2025) and INIES (2022)
Business travel and hotel accommodation:
ICAO Carbon Emissions Calculator for air travel (ICAO,
2025)
Average hotel emission data (Hotel Footprinting Tool,
2024)
VR Group train travel emission calculations (VR Group,
2023)
Employee commuting:
Emission comparison of cycling and driving (Bikeradar,
2020)
In the selection of emission factor sources, emphasis
has been placed on timeliness, geographical
relevance and the use of standardized databases. The
uncertainties related to the applied emission factors are
particularly associated with economic (spend-based)
emission factors, which are based on sectoral averages,
as well as with estimated hotel stays related to business
travel.
The applied calculation methodologies are based on the
following 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 has been
selected either contract-specifically or according to the
residual mix. In certain cases, conservative assumptions
have also been applied.
Scope 3: For purchased goods and services, supplier-
specific data has been used to the extent possible, and
cradle-to-gate life-cycle impacts have been applied
to supplier-specific products. Spend-based emission
factors have been adjusted to the price level of the
reporting year (inflation-adjusted). In addition, the
quality of the data used in the calculation has been
assessed separately. 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 sectoral averages rather
than precise product- or service-specific factors.
Uncertainties also relate to vehicle emissions, where
part of the Scope 1 data is based on estimates
derived from driven kilometers rather than actual
fuel consumption. In addition, electricity and heat
consumption have in some cases been estimated based
on floor-area-specific consumption assumptions. For
waste, an estimate based on the waste intensity per
square meter calculated for the Helsinki office has been
applied to certain sites where site-specific detailed data
has not been available.
Siili Solutions reports Scope 1 biogenic emissions
separately, which amounted to 0.41 tCO2e in the
reporting year 2025 (2024: 1.0 tCO2e). 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.
The following Scope 3 categories have been excluded
from reporting, as they are not considered relevant given
the specific characteristics of the company’s operations:
Upstream transportation and distribution: The
company does not procure goods that require
separate transportation or distribution arrangements
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beyond standard office supply deliveries. These minor
deliveries are not considered material.
Processing, use and end-of-life treatment of sold
products: The company does not manufacture,
distribute, or sell any physical or energy-consuming
products.
Franchises: The company does not operate under
a franchise model and does not manage franchise
operations.
Investments: The company does not hold an
investment or financing portfolio that would give rise
to financed emissions.
Actions and progress towards targets in 2025
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 2025 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 approved the
targets for reducing greenhouse gas emissions, and
in addition, a climate change transition plan was
prepared at Siili. The carbon footprint calculation was
conducted with the assistance of an external expert
partner. In 2025, Siili did not have other specifically
allocated resources for the implementation of climate
change-related actions, and the Company plans to
take its actions in 2026 with its current personnel
resources, and with respect to carbon footprint
calculation, in cooperation with an external partner.
Siili 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 2025 amounted to 2,240.8 tCO2e, mainly
stemming from products and services purchased,
business travel and commuting and leased property.
Total emissions were 3% higher than in 2024, when they
amounted to 2,173.2 tCO2e. The year-on-year growth
is attributable to these same key emission categories.
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.
S1 Own workforce
Material impacts, risks and opportunities
related to own workforce
Actual 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.
Potential 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 young employees.
The Company maintains regular contact with its own
workforce and employee representatives regarding
the transition plans and measures related to reducing
carbon emissions as part of its established employee
dialogue practices. This communication takes place,
among other things, through staff events, line manager
communications, internal communication channels
and forums in accordance with the co-operation
legislation. In these contexts, potential impacts on
the Company’s own workforce are also addressed,
including changes to operating practices and travel
policies that relate to reducing carbon emissions and
transitioning to greener and climate-neutral operations.
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32 Siili Solutions Plc – Annual report 2025
BOARD OF DIRECTORS' REPORT
The Company has not identified any material
impacts related to the transition plans, such as
structural reforms, reductions or increases in jobs,
or training, upskilling or reskilling needs that would
have significant impacts on the workforce. Any
minor impacts, such as changes to travel habits, are
addressed as part of normal employee dialogue..
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.
In addition, in 2025 Siili set sustainability targets related
to personnel, which focus on competence development
and strengthening diversity – targets that emerged in
the double materiality analysis as key prerequisites
for Siili's value creation. The metrics describing the
achievement of the personnel targets are based on the
Company’s internal personnel and learning reporting.
In the short, medium and long term, Siili targets that 90%
of employees have a personal learning plan prepared,
which is drawn up as part of the employee’s annual
growth discussions. Achievement of the target will
be monitored through the internal reporting system.
Information on the completion of learning plans will
be reported annually as part of the sustainability
statement. In addition, Siili is committed to increasing
the share of AI competence development in the hours
used for competence development, which strengthens
the Company’s competitiveness in a rapidly changing
technology environment. The metric is based on the
number of employees for whom a personal learning
plan has been prepared as part of the annual growth
discussions, with the information collected from the
Company’s internal reporting system. The key underlying
assumptions for the metric are that growth discussions
are conducted as planned during the reporting period
and that the preparation and recording of learning plans
occur consistently across different units. The limitation
of the metric is that it describes the existence of learning
plans but not their content, quality or effectiveness.
With regard to diversity, Siili aims to ensure that
the proportion of employees representing minority
genders is at least 25% of all employees in the short
term and at least 30% in the medium and long term.
The target is linked to the Company’s efforts to
ensure equal opportunities and to build a diverse
work community that supports innovativeness and
employee experience. Achievement of the targets
is monitored through the Company’s personnel
reporting. These targets have not been linked to
Siili’s remuneration schemes for the time being.
The diversity metric is based on data reported in the
personnel information system on the gender distribution
of employees. The underlying assumption for the metric
is that employees’ gender information is up to date and
reported consistently, and the limitation of the metric
is that it is based on available personnel data and does
not take into account other dimensions of diversity.
The metrics for personnel targets described above
or their measurement methods have not been
separately validated by any third party other than the
assurance service provider, but they are based on
the Company’s internal systems and processes
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BOARD OF DIRECTORS' REPORT
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
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 (DEI) 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.
Siili also provides 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.
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BOARD OF DIRECTORS' REPORT
Actions and progress towards targets in 2025
The measures designed for managing material impacts
and preventing and mitigating material negative
impacts will be implemented using existing resources.
Siili has assessed whether its policies or related targets
require separate actions or comprehensive action plans,
as well as the need for remedial actions for the parties
to whom material impacts are directed. Based on the
assessment, Siili has not identified any actual material
negative impacts that would have required remedial
actions either individually or in cooperation with other
parties. For this reason, no separate remedial actions or
related action plans have been implemented during the
reporting period. Correspondingly, Siili has no quantitative
or qualitative information to report on the progress of
actions or action plans disclosed in previous periods,
as no such actions or plans have yet been in place.
Training and skills development
In 2025, all Siili employees had an opportunity to
prepare their individual learning plans as part of the
growth discussions. The most important training
topics were artificial intelligence, data security under
the ISO27001 Standard, and regulatory compliance of
operations. Management received training in particular
on feedback culture and giving feedback. Targets
were also met in the maintenance of the partnership
level with Microsoft. In addition, employees were
offered numerous other opportunities to develop their
competence, for example through a coaching programme
designed to improve the focus of knowledge workers.
Working conditions
In Siili's personnel survey, high ratings were given
especially to the inclusive work culture, psychological
safety, and work-life balance. Siili's eNPS decreased
slightly to 23 (28) towards the end of 2025.
Siili’s community spirit was strengthened through
various measures, for example through different joint
events such as Siili’s 20th anniversary celebrations,
shared breakfasts and afterwork gatherings. Other
focus areas in 2025 included internal cooperation and
communication as well as employees’ psychological
safety. For example, Siili introduced the Auntie service
focused on preventive mental health care, organised
discussion events between management and employees,
and increased structured internal communication,
particularly through internal communication channels.
Diversity
During 2025, Siili executed on its equality and non-
discrimination plan and safe space principles. Diversity,
equity and inclusion (DEI) was promoted regularly
through internal communication channels. 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. In 2025, management organised
numerous strategy discussions and site visits.
Key figures tables
Accounting Principles
The tables include the number of personnel in the
Siili Group as of the financial statement date, 31
December 2025. 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 2025
Number of employees with
employment contract 2024
Men 640 701
Women 204 213
Other 1 1
Not reported 18 27
Total employees with employment contract
863 942
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35 Siili Solutions Plc – Annual report 2025
BOARD OF DIRECTORS' REPORT
Breakdown of workforce with employment contracts by country
Country
Number of workforce with
employment contracts
(number of employees) 2025
Number of workforce with
employment contracts
(number of employees) 2024
Finland 557 623
Hungary 183 170
Poland 105 122
Germany, Netherlands, UK, Austria and USA 18 27
Employment contracts
2025
Female Male Other
Not
disclosed Total
Number of workforce with employment contracts (number of
employees)
204 640 1 18 863
On permanent employment contract
(number of employees)
197 582 1 18 798
On fixed-term employment contract (number of employees) 3 1 0 0 4
Number of non‑guaranteed hours employees (number of
employees)
4 57 0 0 61
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 of employees)
206 633 1 27 867
On fixed-term employment contract (number of employees) 3 3
Number of non‑guaranteed hours employees (number of
employees)
7 65 72
Employee turnover
Total number of departing employees and rate of employee turnover in 2024
Employee turnover 2025 2024
Total number employees who left
the Company
1
220 179
Employee turnover (%) 25.5% 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 2025 2024
Total
1,2
115 134
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.
Management gender breakdown
2025 2024
Management gender breakdown Male Female Other
Not
disclosed Total Male Female Other
Not
disclosed Total
Senior management (persons) 5 2 0 0 7 3 2 5
Senior management (%)
71% 29% 0% 0% 100% 60% 40% 0% 0% 100%
Breakdown of workforce with employment contracts by age
Breakdown of workforce by age 2025 2024
Under 30 years 9.3% 11.4%
30–50 years 77.4% 77.5%
Over 50 years 13.3% 11.1%
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36 Siili Solutions Plc – Annual report 2025
BOARD OF DIRECTORS' REPORT
Participation of workforce with employment contracts in performance and career development reviews
2025 2024
Growth discussions Male Female Other
Not
disclosed Total Male Female Other
Not
disclosed Total
Total number of personnel 640 204 1 18 863 701 213 1 27 942
Growth discussions completed (number) 334 120 1 14 469 413 149 1 27 591
Employees who participated in growth
discussions by gender (%)
52% 59% 100% 78% 54% 59% 70% 100% 100% 63%
Training hours of workforce with employment contracts
2025 2024
Training hours Male Female Other
Not
disclosed Total Male Female Other
Not
disclosed Total
Employees
1
(h/person) 55 37 1 17 50 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 2025 2024
Employees entitled to a family leave (number)
1
862 869
Employees entitled to a family leave (%) 100% 92.3%
Employees who used a family leave
Female (%) 18.2% 11.7%
Male (%) 13.0% 12.9%
Other (%) 0.0% 0.0%
Not disclosed (%) 11.1% 11.5%
1 The figure excludes persons on a family-related leave or a long sick leave.
Remuneration metrics
Wage statistics
1
2025 2024
Gender pay gap (%)
20,0% 19.1%
Annual total remuneration ratio (%)
2
643,2% 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 2025 2024
1
Incidents of discrimination or harassment (number) 1 0
Reports of incidents of discrimination or
harassment (number)
1 0
Consequences of incidents of discrimination or harassment (EUR) 0 0
Severe human rights incidents (number) 0 0
Consequences of severe
human rights incidents (EUR)
0 0
Number of complaints filed to National Contact Points for OECD
Multinational Enterprises:
0 0
1 Reporting comprises reports of discrimination, harassment or human rights incidents made through the Group’s official whistleblowing channel or to authorities.
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37 Siili Solutions Plc – Annual report 2025
BOARD OF DIRECTORS' REPORT
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
Actual 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.
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 set targets for corporate governance in 2025. The
targets relate to employee experience and ensuring
ethical ways of operating. Siili targets a significant
improvement in the employee eNPS metric, with the
aim of a 20% improvement in the short term, 25% in
the medium term and 50% in the long term compared
to the current level. The target is used to monitor
employee experience and leadership development as
part of the Company’s broader personnel strategy.
Employee experience is measured using the eNPS
metric (employee Net Promoter Score), which is
based on regular personnel surveys. The metric
describes employees’ willingness to recommend
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38 Siili Solutions Plc – Annual report 2025
BOARD OF DIRECTORS' REPORT
Siili as an employer and serves as an indicator of the
development of employee experience and leadership.
The target levels are based on the assumption that
personnel strategy actions, leadership development
and practices supporting well-being at work have
a positive impact on employee experience. The
limitation of the metric is its subjectivity as well as
the sensitivity of results to response activity and
temporal factors. The metric or its measurement
results have not been validated by any third party.
With regard to breaches falling within the scope of
whistleblowing regulation, Siili targets a zero result
across all time horizons. This target means that there
are no breaches within the scope of the Whistleblower
Protection Act, and no breaches are identified in
investigation procedures under the process.
The target supports a transparent and ethically high-
level operating culture, which is considered essential for
both risk management and corporate governance. The
eNPS target is monitored regularly by Siili’s personnel
administration, Audit Committee and Board of Directors.
Whistleblowing notifications are monitored by legal
affairs and the Audit Committee. The targets have
not yet been linked to Siili’s remuneration schemes.
The whistleblowing metric is based on the anonymous
reporting channel in place at Siili and the monitoring
of cases falling within the scope of the Whistleblower
Protection Act. The metric measures the number
of breaches identified in the Company’s internal
investigation processes based on notifications made.
The target is a zero result across all time horizons,
meaning that no breaches within the scope of the
Act occur or that no breaches are identified based on
notifications. The underlying assumption is that effective
internal controls, ethical operating principles and
preventive practices reduce the risk of breaches. The
limitation of the metric is that it is based on observed
and reported cases and may not cover all possible
unreported breaches. The metric or its measurement
results have not been validated by any third party.
During the reporting period, the Company has not
identified or confirmed any such material adverse
impacts in accordance with the Standard that
would have required the implementation of remedial
actions for individual persons or groups. For this
reason, the Company has no key remedial actions
or their results to report, nor any quantitative or
qualitative information on the progress of actions
or action plans reported in previous periods.
Since the targets and related metrics were defined
only during the reporting period, the data collection
processes and monitoring practices have been
prepared and taken into use during the reporting
period. The baseline values and baseline year for the
targets will be defined after the end of the first full
monitoring period, after which progress assessment
will be possible based on comparable measurement
results. During the reporting period, no quantitative
results or trend information are yet available in
relation to the set targets, and therefore progress
cannot yet be assessed. Achievement of the targets
will be monitored in the future on a regular basis
using the defined metrics as part of the Company’s
normal management and reporting process.
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES FINANCIAL STATEMENTS BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERS
39 Siili Solutions Plc – Annual report 2025
BOARD OF DIRECTORS' REPORT
Key figures
2025 2024
(restated)
2023
(restated)
2022 2021
Revenue, EUR 1,000 108,076 111,899 122,702 118,334 99,282
Revenue growth, % -3.4% -8.8% 3.7% 19.2% 19.2%
Organic revenue growth, %
2
-5.3% -8.8% 0.1% 15.2% 5.7%
Share of international revenue, % 27.8% 29.0% 26.7% 25.2% 19.5%
EBITDA, EUR 1,000
1
4,812 8,010 11,841 14,928 12,018
EBITDA, % of revenue
1
4.5% 7.2% 9.7% 12.6% 12.1%
EBITA, EUR 1,000
1
1,433 4,554 8,143 11,629 9,279
EBITA, % of revenue
1
1.3% 4.1% 6.6% 9.8% 9.3%
Adjusted EBITA, EUR 1,000
1
4,107 5,211 8,475 11,868 -
Adjusted EBITA, % of revenue
1
3.8% 4.7% 6.9% 10.0% -
EBIT, EUR 1,000
1
111 3,393 6,643 10,149 7,565
EBIT, % of revenue
1
0.1% 3.0% 5.4% 8.6% 7.6%
Profit for the period, EUR 1,000
1
936 3,290 4,773 3,748 5,136
Profit for the period, % of revenue
1
0.9% 2.9% 3.9% 3.2% 5.2%
Statement of financial position, EUR 1,000
1
76,489 84,232 99,957 106,063 81,480
Equity ratio, %
1
53.3% 49.5% 42.4% 38.7% 31.1%
Gearing, % 8.7% -2.5% 8.8% 4.5% 50.2%
Net debt/EBITDA
1
0.73 -0.13 0.31 0.12 -
ROE, %
1
2.3% 7.9% 11.6% 11.5% 22.1%
ROI, %
1
2.9% 6.9% 10.3% 15.5% 15.7%
Basic earnings per share (EPS), EUR
1
0.12 0.41 0.59 0.49 0.73
Diluted EPS, EUR
1
0.12 0.41 0.59 0.49 0.73
Equity per share, EUR
1
4.99 5.08 5.16 4.96 3.54
Dividend per share, EUR 0.07 0.18 0.26 0.20 0.18
Average number of shares 8,116,410 8,111,908 8,108,050 7,642,026 7,004,496
Number of shares at the end of the period 8,108,565 8,112,309 8,110,126 8,131,446 7,020,459
Average number of employees during the period 903 975 1,026 965 781
Number of employees at the end of the period 863 942 1,007 1,045 885
Number of full-time employees (FTE) at the end of the period
794 900 956 1,003 -
Number of full-time subcontractors (FTE) at the end of the period
115 133 135 223 -
Total full-time employees and subcontractors (FTE) at the end
of the period
909 1,033 1,091 1,226 -
1 The comparative figures for 2023 and 2024 have been adjusted from those published in the 2023 and 2024 financial statements; see section 1 of the notes to the financial statements for
details.
2 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 2025 2024
Revenue 108,076 111,899
Comparable pro forma -revenue in the comparison period 114,113 122,561
Organic revenue growth, % -5.3% -8.8%
EBITA, Adjusted EBITA and EBITDA
EUR 1,000 2025 2024
(restated)
EBIT
1
111 3,393
Amortisation and impairment for fair value adjustments on acquisitions 1,322 1,160
EBITA
1
1,433 4,554
Transaction costs / income (+/-) from business combinations 60 77
Restructuring costs 2,613 580
Other items affecting comparability - -
Adjusted EBITA
1
4,107 5,211
EBIT
1
111 3,393
Depreciation, amortisation and impairment 4,701 4,617
EBITDA
1
4,812 8,010
Gearing, %
EUR 1,000 2025 2024
(restated)
Financial liabilities measured at amortized cost 10,243 9,597
Contingent considerations measured at fair value through profit or loss 6,120 9,686
Liquid funds -12,859 -20,331
Net debt 3,505 -1,049
Equity
1
40,447 41,220
Gearing, % 8.7% -2.5%
1 The comparative figures for 2024 have been adjusted from those published in the 2024 financial statements; see section 1 of the notes to the financial statements for details.
GOVERNANCE REMUNERATIONSIILI IN BRIEF FINANCIAL STATEMENTS BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
40 Siili Solutions Plc – Annual report 2025
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
41 Siili Solutions Plc – Annual report 2025
KEY FIGURES
Consolidated financial statements, IFRS
Consolidated income statement and statement of comprehensive income
EUR 1,000
Note
1 Jan 2025
1 Jan 2024 EUR 1,000 1 Jan 2025
–31 Dec 2025–31 Dec 2024
(restated)
REVENUE
2.1
108,076
111,899
Other operating income
2.5
Materials and services
2.2
-22,832
-23,344
Employee benefit expenses
2.3,
2.4
-67,621
-68,600
Depreciation and amortization
3.1,
3.3
-4,701
-4,617
Other operating expenses
1
2.5
-13,260
-12,244
OPERATING PROFIT
1
3,393
Financial income
2.6
1,592
1,291
Financial expenses
2.6
-1,632
-1,367
PROFIT BEFORE TAXES
1
71
3,317
Income taxes
1
2.7
-27
PROFIT FOR THE PERIOD
1
3,290
Attributable to:
Shareholders of the parent company
1
100%
3,290
Earnings per share based on the profit attributable to shareholders of the parent
company:
Basic earnings per share (EUR), profit for the period
1
2.8
0.12
0.41
Diluted earnings per share (EUR), profit for the period
1
2.8
0.12
0.41
SIILI IN BRIEF
BOARD OF DIRECTORS' REPORT
KEY FIGURES
GOVERNANCE
REMUNERATION
BOARD OF DIRECTORS AND MANAGEMENT TEAM
INFORMATION FOR SHAREHOLDERS
1 Jan 2024
–31 Dec 2025–31 Dec 2024
(restated)
PROFIT FOR THE PERIOD
1
3,290
Other comprehensive income
Items that may later be recognised through profit or loss
Translation differences
-712
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD
1
1,839
2,578
Total comprehensive income for the period attributable to:
Shareholders of the parent company
1
100%
1,839
2,578
1
The comparative figures for 2024 have been adjusted from those published in the 2024 financial statements; see section 1 of the notes to the financial statements for details.
42 Siili Solutions Plc – Annual report 2025
FINANCIAL STATEMENTS
Consolidated statement of financial position
EUR 1,000
Note
31 Dec 2025
31 Dec 2024
(restated)
ASSETS
Non-current assets
Goodwill
3.1, 3.2
33,776
31,868
Intangible assets
3.1
7,308
7,673
Tangible assets
3.3
Right-of-use assets
3.4
2,400
3,260
Other investments
5.4
1
1
Deferred tax assets
1
2.7
1,384
Receivables
5.4
Total non-current assets
1
45,574
44,130
Current assets
Trade receivables
4.1
13,553
14,895
Other receivables
1
4.1
3,981
3,969
Current tax assets
1
4.1
Liquid funds
5.5
12,859
20,331
Total current assets
1
30,915
40,103
TOTAL ASSETS
1
76,489
84,232
EUR 1,000
Note
31 Dec 2025
31 Dec 2024
(restated)
SHAREHOLDERS’ EQUITY AND LIABILITIES
Shareholders' equity
Share capital
5.1
Reserve for invested unrestricted equity
5.1
26,765
26,765
Treasury shares
-217
-461
Translation differences
5.1
-332
-1,236
Retained earnings
1
5.1
14,131
16,052
Total shareholders' equity
1
40,447
41,220
Non-current liabilities
Financial liabilities
5.6
5,560
3,717
Lease liabilities
3.4, 5.6
1,480
Other non-current interest-bearing liabilities
5.6
1,026
5,600
Deferred tax liabilities
2.7
Total non-current liabilities
8,421
11,754
Current liabilities
Financial liabilities
5.6
7,186
6,600
Lease liabilities
3.4, 5.6
1,746
1,886
Trade and other payables
4.2
18,524
22,701
Current tax liabilities
4.2
49
Provisions
4.3
9
23
Total current liabilities
27,620
31,259
Total liabilities
36,041
43,012
TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES
1
76,489
84,232
1 The comparative figures for 2024 have been adjusted from those published in the 2024 financial statements; see section 1 of the notes to the financial statements for details.
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
43 Siili Solutions Plc – Annual report 2025
FINANCIAL STATEMENTS
Consolidated cash flow statement
EUR 1,000
Note
1 Jan 2025
1 Jan 2024 EUR 1,000 Note 1 Jan 2025
–31 Dec 2025–31 Dec 2024
(restated)
Cash flow from operating activities
Profit for the period
1
3,290
Adjustments:
Depreciation and amortisation
4,701
4,617
Share-based incentive scheme
-6
Other adjustments
-23
-1
Interest expenses and other financial expenses
2.6
1,632
1,367
Interest income
2.6
-1,592
-1,291
Taxes
1
2.7
-865
27
Changes in working capital:
Change in trade and other receivables
1
1,801
4,397
Change in trade and other payables
-4,287
-1,272
Interest paid
-962
-435
Interest received
79
Taxes paid
94
-567
Net cash flow from operating activities
1,508
10,751
Cash flow from investing activities
Acquisitions of businesses and subsidiaries, net of cash acquired
3.5
-5,053
-9,462
Proceeds from the sale of tangible and intangible assets
11
18
Investments in tangible assets
3.3
-113
-324
Investments in intangible assets
3.1
-177
-998
Net cash flow from investing activities
-5,333
-10,766
1 Jan 2024
–31 Dec 2025–31 Dec 2024
(restated)
Cash flows from financing activities
Loan withdrawals
5.6
4,237
-
Loan repayments
5.6
-2,821
-2,518
Repayments of lease liabilities
3.4
-2,499
-2,703
Share subscriptions with share options
5.1
-
17
Acquisition of treasury shares
5.1
-206
-
Divideds paid
5.1
-1,460
-2,109
Distribution of dividends to non-controlling interests
-671
-874
Transactions with non-controlling interests
-261
-450
Net cash flow from financing activities
-3,681
-8,638
Change in liquid funds
-7,506
-8,653
Change in liquid funds
5.5
20,331
29,022
Effect of changes in currency exchange rates
33
-38
Liquid funds at the end of the period
5.5
12,859
20,331
1 The comparative figures for 2024 have been adjusted from those published in the 2024 financial statements; see section 1 of the notes to the financial statements for details.
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
44 Siili Solutions Plc – Annual report 2025
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
SIILIINBRIEFBOARDOFDIRECTORS'REPORTKEYFIGURESGOVERNANCEREMUNERATIONBOARDOFDIRECTORSANDMANAGEMENTTEAMINFORMATIONFORSHAREHOLDERS
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
1
Shareholders’ equity on 1 January 2025
100
26,765
-461
-1,236
16,052
41,220
Comprehensive income
Profit for the period
-
-
-
-
936
936
Other comprehensive income (net of tax)
Translation differences
5.1
-
-
-
903
-
903
Total comprehensive income for the period
-
-
-
903
936
1,839
Transactions with owners
Distribution of dividends
5.1
-
-
-
-
-1,460
-1,460
Share-based incentive scheme
2.4
-
-
450
-
-456
-6
Acquisition of treasury shares
5.1
-
-
-206
-
-
-206
Distribution of dividends to non-controlling interests
-
-
-
-
-680
-680
Transactions with non-controlling interests
-
-
-
-
-261
-261
Total transactions with owners
-
-
244
-
-2,857
-2,613
Shareholders' equity on 31 December 2025
100
26,765
-217
-332
14,131
40,447
1
Shareholders' equity on 1 January 2024
100
26,748
-461
-524
16,006
41,870
Comprehensive income
1
Profit for the period
-
-
-
-
3,290
3,290
Other comprehensive income (net of tax)
Translation differences
5.1
-
-
-
-712
-
-712
1
Total comprehensive income for the period
-
-
-
-712
3,290
2,578
Transactions with owners
Distribution of dividends
5.1
-
-
-
-
-2,109
-2,109
Share-based incentive scheme
2.4
-
-
-
-
189
189
Share subcriptions with share options
5.1
-
17
-
-
-
17
Distribution of dividends to non-controlling interests
-
-
-
-
-874
-874
Transactions with non-controlling interests
-
-
-
-
-450
-450
Total transactions with owners
-
17
-
-
-3,244
-3,228
1
Shareholders' equity on 31 December 2024
100
26,765
-461
-1,236
16,052
41,220
1 The comparative figures for 2024 have been adjusted from those published in the 2024 financial statements; see section 1 of the notes to the financial statements for details.
45 Siili Solutions Plc – Annual report 2025
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 AI-powered software development
services. The parent company is domiciled in Helsinki
and its registered address is Ruoholahdenkatu 21,
FI-00180 Helsinki, Finland. Copies of the financial
statements are available online at www.siili.com/en
or at the company’s registered address.
At its meeting of 5 March 2026, the Board of Directors
of the company approved these Consolidated Financial
Statements for publication. Under the Finnish Limited-
Liability Companies Act, the shareholders may either
adopt or reject the financial statements at the Annual
General Meeting (AGM) held after their publication. The
AGM may also decide to amend the financial statements.
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.
ACCOUNTING POLICY
The Consolidated Financial Statements have been
prepared in accordance with the International Financial
Reporting Standards (IFRS), in compliance with the IAS
and IFRS standards and the respective SIC and IFRIC
interpretations effective in the EU as at 31 December
2025. The International Financial Reporting Standards
refer to standards and their interpretations adopted for
application in the Finnish Accounting Act and ordinances
issued thereunder, in accordance with the procedure laid
down in EU Regulation N:o 1606/2002. The notes to the
Consolidated Financial Statements are also compliant
with the requirements of Finnish accounting and company
legislation complementing the IFRS regulations.
The Consolidated Financial Statements are prepared
for the calendar year, which is the financial period of
the Group’s parent company and the subsidiaries.
The Consolidated Financial Statements are prepared based
on original acquisition costs, unless indicated otherwise in
the accounting policy, and the numeric financial statements
information is presented in terms of thousands of euros.
CONSOLIDATION PRINCIPLES
Subsidiaries
The Consolidated Financial Statements comprise
the financial statements of Siili Solutions Plc
and its subsidiaries (together “the Group”).
Subsidiaries are entities controlled by the Group.
Control exists when the Group is exposed to, or has
the rights to, variable returns from its involvement
with an entity and has the ability to affect those
returns through its power over the entity.
Mutual in-Group shareholdings have been eliminated by
the acquisition method. The consideration transferred
and the assumed identifiable assets and liabilities of
the acquired company are measured at fair value at
the time of acquisition. Costs related to the acquisition,
excluding those related to the issuance of liability or
equity instruments, are recognised as expenses. The
consideration transferred does not include transactions
treated separately from the acquisition, which are
usually recognised through profit or loss. A contingent
consideration or the consideration for a minority share
has been measured at fair value at the time of acquisition
and recognised as a liability. A contingent consideration
or consideration for a minority share is measured at fair
value on the closing date of each reporting period, and
the difference is recognised through profit or loss.
Acquired subsidiaries are consolidated into the
Consolidated Financial Statements as from the date
when the Group has acquired control, and disposed
subsidiaries until the date when control ceases. All intra-
group transactions, assets, liabilities, unrealised gains
and internal distribution of profit are eliminated when
preparing the Consolidated Financial Statements.
In the context of gradually executed acquisitions,
the previous holdings are measured at fair value,
and the resulting gain or loss is recognised through
profit or loss. When the Group forfeits control in a
subsidiary, the remaining ownership is measured at
fair value as at the date when control is given up, and
the difference is recognised through profit or loss .
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
46 Siili Solutions Plc – Annual report 2025
FINANCIAL STATEMENTS
All subsidiaries included in the Consolidated Financial
Statements are wholly owned, except for Vala Group
Oy, Supercharge Zrt. and Integrations Group Oy. On the
financial statements date, the parent company owns
96.4% of shares in Vala Group Oy, 85% of shares in
Supercharge Zrt. and 55% of shares in Integrations Group
Oy. Vala Group Oy, Supercharge Zrt. and Integrations
Group Oy are 100% consolidated into the Consolidated
Financial Statements, since the non-controlling
shareholders of these companies have the right to
surrender their ownership and the parent also has the
right to redeem the shares subject to certain conditions.
Therefore, the ownership of non-controlling shareholders
is not presented separately from the equity or result
attributable to the shareholders of the parent company .
Functional and presentation currency
Figures indicating the result and financial position
of the Group’s entities are presented in the main
currency of each company’s operating area (functional
currency). The Consolidated Financial Statements
are presented in euros, which is the functional and
presentation currency of the Group’s parent company.
Figures presented in the financial statements are
rounded to the nearest thousand euros, unless
otherwise indicated. Therefore, the aggregated sum of
individual figures may differ from the presented sum.
Transactions in foreign currencies
Transactions in foreign currencies are recognised in the
functional currency of the Group companies, using the
exchange rate of the transaction date. Monetary assets
and liabilities in foreign currencies are translated into
the functional currency applying the foreign exchange
rates of the closing date of the reporting period.
Non-monetary assets and liabilities in foreign currencies
and measured at fair values are translated into the
functional currency applying the foreign exchange rates
of the fair value measurement date. Non-monetary
items measured at initial acquisition cost are carried
at the foreign exchange rate of the transaction date.
Gains and losses arising from transactions in
foreign currencies and the translation of monetary
items are recognised through profit or loss.
Translation of the financial statements of foreign Group
companies
The assets and liabilities of foreign Group companies,
including goodwill arising from business combinations
and fair value allocations, are translated into euros
using the foreign exchange rates of the closing date
of the reporting period. Income and expense items
in the comprehensive income statements of foreign
Group companies are translated into euros using the
average foreign exchange rate of the reporting period.
Translation differences arising from the elimination
of the acquisition cost of foreign subsidiaries as well
as equity items accumulated after acquisition are
recognised in translation differences under equity.
Changes in translation differences are recognised in
other comprehensive income items. When a subsidiary is
sold wholly or partly, residual translation differences are
recognised through profit or loss under sales gain or loss.
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.
ACCOUNTING POLICIES REQUIRING
MANAGEMENT’S JUDGMENT AND KEY
UNCERTAINTIES RELATED TO ESTIMATES
The preparation of the financial statements in
compliance with the IFRS requires the Group’s
management to make certain estimates and decisions
based on judgement. In particular, this concerns
circumstances where valid IFRS standards provide
alternative accounting, valuation and presentation
methods. Management has used judgment in applying
accounting policies that have the most significant effect
on the amounts presented in the financial statements.
In addition, management must make forward-looking
estimates and assumptions whose outcomes may
differ from the initial estimates and assumptions.
Management’s judgment pertaining to the selection and
application of accounting policies
The Group’s management makes decisions
based on judgment, which relate to the selection
and application of accounting policies.
The decisions based on judgement by the management
of Siili Solutions in applying the accounting
policies with the most significant effect on the
amounts recognised in the Consolidated Financial
Statements are related to the following areas:
Note Judgement by management
6.1 Subsidiaries Vala Group Oy, Supercharge Zrt. and
Integrations Group Oy are consolidated
100% into the Consolidated Financial
Statements instead of carving out the
share attributable to non-controlling
shareholders. Both of the parties have a
redemption right which is recognised as a
liability at fair value through profit or loss .
Key uncertainties related to estimates
Estimates made in connection with the preparation of
the financial statements are based on the management’s
best estimate on the closing date of the financial year.
The estimates are based on previous experiences and
forward-looking assumptions considered the most
probable on the financial statements date. The Group
monitors the realisation of estimates and assumptions
and their drivers on an ongoing basis. Changes in
estimates and assumptions are reflected in reporting
on the financial year when the estimate or assumption
is revised as well as all subsequent financial years.
Key uncertainties related to assumptions and
estimates that could result in significant adjustment
to reported carrying amounts within the Group
during the next financial year are the following:
Note Nature of estimates and assumptions
5.6 Financial liabilities
and other interest-
bearing liabilities
Assessment of the fair values of minority
shares and contingent considerations from
business combinations .
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
47 Siili Solutions Plc – Annual report 2025
FINANCIAL STATEMENTS
NEW AND AMENDED STANDARDS APPLIED
IN THE FINANCIAL YEAR
Siili Solutions has applied the following amended
standards effective as of 1 January 2025:
Lack of ExchangeabilityAmendments to IAS 21 The
Effects of Changes in Foreign Exchange Rates (effective
for financial years beginning on or after 1 January 2025,
early application is permitted).
The amendments require to apply a consistent approach
in assessing whether a currency can be exchanged into
another currency and, when it cannot, in determining the
exchange rate to use and the disclosures to provide.
The amendments to these Standards have
not had a material impact on Siili Solutions’
Consolidated Financial Statements.
STANDARDS ISSUED BUT NOT YET EFFECTIVE
* = not yet endorsed for use by the European
Union as of 31 December 2025.
In the financial year 2025, Siili Solutions has not yet
applied the following new or reformed standards and
interpretations already published by the IASB. The
Group will adopt each standard and interpretation
as from its effective date, or where the effective
date is not the first day of the financial year, from the
beginning of the financial year following the effective
date. Of the reformed standards and interpretations,
only IFRS 18 is expected to have a material impact on
Siili Solutions’ Consolidated Financial Statements.
The other reformed standards or interpretations
are not expected to have a material impact on Siili
Solutions’ Consolidated Financial Statements.
Classification and Measurement of Financial Instruments
Amendments to IFRS 9 Financial
Instruments and IFRS 7 Financial Instruments:
Disclosures (effective for financial years beginning on or
after 1 January 2026, early application is permitted)
The amendments clarify that an entity
is required to apply settlement date
accounting when derecognising a
financial asset or a financial liability; and permit an
entity to deem a financial liability that is settled using an
electronic payment system to be discharged before
the settlement date if specified criteria are met. The
amendments clarify the application
guidance for assessing the contractual
cash flow characteristics of financial
assets, including financial assets with contractual terms
that could change the timing or amount of contractual
cash flows, for example, those with environmental,
social and governance (ESG)-linked features, financial
assets with non-recourse features and financial
assets that are contractually linked instruments.
Annual Improvements to IFRS Accounting Standards—
Volume 11* (effective for financial years beginning on or
after 1 January 2026, early application is permitted).
The annual improvements process provides a
mechanism for minor and non-urgent amendments
to IFRS Accounting Standards to be grouped
together and issued in one package annually. The
amendments clarify the following standards:
IFRS 1 First-time Adoption of International Financial
Reporting Standards − Hedge Accounting by a First-
time Adopter
IFRS 7 Financial Instruments: Disclosures − Gain
or loss on derecognition; Disclosure of differences
between the fair value and the transaction price;
Disclosures on credit risk
IFRS 9 Financial Instruments −Derecognition of lease
liabilities; Transaction price
IFRS 10 Consolidated Financial Statements −
Determination of a ‘de facto agent’
IAS 7 Statement of Cash Flows − Cost Method
IFRS 18 Presentation and Disclosure in Financial
Statements* (effective for financial years beginning on
or after 1 January 2027, early application is permitted;
endorsed for use by the European Union in February
2026).
IFRS 18 will replace IAS 1 Presentation of Financial
Statements. The key new requirements are as follows:
Income and expenses in the income statement to
be classified into three new defined categories—
operating, investing and financing—and two new
subtotals—Operating profit or loss” and “Profit or loss
before financing and income tax”.
Disclosures about management-defined performance
measures (MPMs) in the financial statements. MPMs
are subtotals of income and expenses used in public
communications to communicate management’s view
of the company’s financial performance.
Disclosure of information based on enhanced general
requirements on aggregation and disaggregation. In
addition, specific requirements to disaggregate certain
expenses, in the notes, will be required for companies
that present operating expenses by function in the
income statement.
The adoption of IFRS 18 will affect the classification
of income statement items in the Siili Group’s
Consolidated Financial Statements as well as the
presentation of management-defined performance
measures in the notes, effective from the financial
year 2027. Based on our preliminary analysis, the
application of IFRS 18 is expected to impact the
consolidated income statement particularly in that
changes in the fair value of contingent consideration
liabilities, including the effect of discounting, will
likely be presented as part of operating profit
(whereas they are currently presented in financial
income or expenses). In addition, classification
changes may also affect other non-material items
that are currently presented within financial items .
Sale or Contribution of Assets between an Investor and
its Associate or Joint Venture – Amendments
to IFRS 10 Consolidated Financial Statements and IAS
28 Investments in Associates and Joint
Ventures* (available for optional adoption, effective date
deferred indefinitely)
The amendments address the conflict
between the existing guidance on
consolidation and equity accounting
and require full gain to be recognised when the assets
transferred meet the definition of a ‘business’ under
IFRS 3 Business Combinations.
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
48 Siili Solutions Plc – Annual report 2025
FINANCIAL STATEMENTS
CORRECTION OF PRIOR PERIOD ERROR
During the last quarter of the 2025 financial year, Siili identified a material error related to a single cost
accrual. The error affected other operating expenses in the income statement and other receivables in
the balance sheet during the financial years 2023–2025. The error has been corrected retrospectively
through equity to the extent that it relates to the financial years 2023–2024. The monetary impact of the
error for each financial year has been reliably determined. In this report, the comparative figures for 2024,
as well as the key figures for 2023 presented in the key figures section, have been adjusted in accordance
with the correction, and the adjusted line items in the tables have been marked with a footnote.
Impact of the correction on the financial line items of the comparative period
Impact of the correction
EUR 1,000 Previously reported value Adjustment Restated value
Consolidated income statement, JanDec 2024
Other operating expenses -12,045 -198 -12,244
Income taxes -67 40 -27
Profit for the period 3,449 -159 3,290
Consolidated statement of financial position, 31 Dec 2024
Other receivables 4,433 -465 3,969
Deferred tax assets 229 87 315
Current tax assets 902 6 908
Retained earnings 16,424 -372 16,052
Consolidated statement of changes in shareholders' equity, JanDec 2024
Retained earnings 1 Jan 2024 42,083 -213 41,870
Retained earnings 31 Dec 2024 41,592 -372 41,220
Earnings per share (EPS), JanDec 2024
Basic earnings per share, EUR 0.43 -0.02 0.41
Diluted earnings per share, EUR 0.43 -0.02 0.41
Impact of the correction on the reporting period
The portion of the error relating to the previously reported periods of the 2025 financial year (1 January–30 September
2025) has a profit impact of EUR –103 thousand (other operating expenses EUR –129 thousand and income
taxes EUR 26 thousand), and to that extent the correction has been included in the result for the final quarter.
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
49 Siili Solutions Plc – Annual report 2025
FINANCIAL STATEMENTS
2. Financial result
2.1 REVENUE
ACCOUNTING POLICY
Revenue is recognised in accordance IFRS 15
Revenue from the Contracts with Customers.
Revenue recognised by the Group comprises sales
revenue less indirect taxes in an amount it expects to
be entitled to in exchange for the services transferred.
The Group’s revenue from contracts with
customers consists of payments for the sale
of information systems development services.
The Group’s significant income streams from
contracts with customers consist of the sale
of work, project deliveries, licence sales,
maintenance and other services constituting
distinct performance obligations.
The Group recognises sales revenues on work
sales billable by the hour, project deliveries,
maintenance and the sale of other services
over time as the service is being produced
and control is transferred to the customer.
In the sale of work, services promised in the
contract are treated as a single performance
obligation consisting of a series of distinct
services, where the sale concerns products that
are substantially the same and transferred under
the same control transfer model over time.
In recognising project revenues, the completion
rate of the performance obligation is monitored
throughout the whole project delivery. When
the completion rate of a project delivery is
determined, the work hours completed by the
review date are compared to the total estimated
number of work hours of the project.
Revenue received from a project in the initial phase
of a project delivery is only recognised up to the
amount of costs incurred until the completion rate
of the project can be determined reliably. Sales
revenues from a project are only recognised up to
an amount of costs incurred corresponding to the
expected recoverable amount. If the contract for a
project delivery includes contingent consideration,
such as a target bonus or a rebate to be granted,
the variable consideration will only be recognised as
sales revenue up to an amount that very likely will
not be subject to a significant reversal in the future.
If the total costs of a project are likely to exceed the
total revenues from the project, the expected loss
will be recognised immediately as an expense.
Revenue on licence sales is recognised,
depending on the contract with the customer,
either at a single point in time or over time.
Licences recognised at a single point in time are
treated as distinct performance obligations.
The Group applies a practical expedient concerning
the presentation of the transaction price allocated
to performance obligations remaining on the
reporting date, and it does not present remaining
performance obligations on contracts that have
an original expected duration of one year or less
or whose recognised sales revenues correspond
to the value of the output produced by the
Group for the customer by the review date.
The Group typically invoices sales revenues from
customers at the end of the month of performance
of the service, except for project deliveries, where
invoicing takes place in accordance with the payment
schedule defined in the contract with the customer.
Invoices usually fall due within a month from the
end of the month of performance of the service.
If the Group transfers services to a customer before
the customer has paid the consideration or a payment
falls past due, the contract is presented as a receivable
(contract asset) excluding items presented as trade
receivables. If a customer pays the consideration
or the Group has an unconditional right to the
consideration before the service is transferred by
the Group to the customer, the contract is presented
in the financial statements as a contract liability.
Income streams from contracts with customers
do not include significant financing components
or significant variable considerations.
Siili Solutions does not incur such material
incremental costs from entering into a contract
with a customer that would meet the capitalisation
criteria. Any incremental costs are written off
as expenses when they have arisen, since the
asset item capitalised based on them would be
recognised as an expense at the latest within a
year from the incurrence of the incremental cost .
OPERATING SEGMENTS
The Group has one reportable segment, and
therefore one reportable segment, which provides
its clients with information systems development
services. The Group’s highest operative decision
maker is the Chief Executive Officer (CEO). Due
to the business model, product portfolio, nature
of operations and governance structure of Siili
Solutions, the single reportable operating segment
is the entire Group. Decisions concerning the
Group’s financial performance are based on EBITA.
The figures for the reportable segment are equal
to those for the Group. During the 2025 financial
year, the Group had no customers whose share
of external revenue exceeded 10% (in the 2024
financial year, one customer had a 10.6% share)
Revenue
EUR 1,000 2025 2024
Sales in Finland 78,036 79,420
Sales to abroad 30,039 32,479
Total 108,076 111,89 9
Non-current assets
EUR 1,000 2025 2024
(restated)
Sales in Finland
1
30,736 28,107
Sales to abroad 14,838 16,023
Total
1
45,574 44,130
1 The comparative figures for 2024 have been adjusted from those published in the 2024
financial statements; see section 1 of the notes to the financial statements for details .
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
50 Siili Solutions Plc – Annual report 2025
FINANCIAL STATEMENTS
Breakdown of revenue by income stream
EUR 1,000 2025 2024
Sales of work 91,859 96,396
Project deliveries 6,182 8,816
Licence sales 3,254 1,573
Maintenance and other services 6,780 5,114
Total 108,076 111,899
Assets and liabilities based on contracts with customers
EUR 1,000 2025 2024
Trade receivables (Note 4.1) 13,553 14,895
Contract-based assets (Note 4.1) 1,094 1,020
Contract-based liabilities (Note 4.2) 579 974
Total 15,226 16,889
Change in assets and liabilities based on contracts
with customers
EUR 1,000 2025 2024
Assets
Liabilities
Assets
Liabilities
Sales revenues for the
reporting period included
in contract-based liabilities
on 1 Jan.
- 974 - 1,310
Increase in considerations
from customers less
monetary amounts
recognised in the financial
year
- -395 - -336
Asset items transferred
into trade receivables
-1,210 - -1,419 -
Increases due to fulfilment
of performance obligation
2,304 - 2,439 -
Total 1,094 579 1,020 974
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 2025 2024
Subcontracting services 20,640 21,906
Licence purchases 2,192 1,437
Total 22,832 23,344
2.3 EMPLOYEE BENEFIT EXPENSES
ACCOUNTING POLICY
The Group’s pension plans are defined contribution
plans. In a defined contribution plan, the Group
makes fixed contributions into a separate entity, and
the Group has no legal or constructive obligation
to make further contributions. The contributions
made to the defined contribution plans are charged
to profit or loss under employee benefit expenses
in the period to which the charge applies.
Salaries, bonuses and other employee benefit expenses
EUR 1,000 2025 2024
Salaries, wages and bonuses 57,040 57,960
Pension expenses 7,758 7,722
Share-based payments 134 189
Other personnel related costs 2,690 2,728
Total 67,621 68,600
CEO’s and management’s employee benefits
EUR 1,000 2025 2024
CEO’s salary and other short-term benefits 282 250
CEO’s share-based payments 28 71
Other management’s salaries and other
short-term benefits
846 592
Other management’s share-based payments 22 39
Total 1,179 951
1 Other management's salaries and other short-term benefits include benefits paid in
connection with termination amounting to EUR 150 (0) thousand.
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 2025 amounted to EUR 49 (43) thousand.
Board of Directors’ salaries and other remuneration
EUR 1,000 2025 2024
Harry Brade, Chair of the Board
50 50
Jesse Maula,
Deputy Chair of the Board
33 31
Henna Mäkinen, Member of the Board
(as of 3 April 2024)
34 25
Katarina Cantell, Member of the Board
(as of 3 April 2024)
27 20
Sebastian Nyström, Member of the Board
(as of 8 April 2025)
19 25
Tero Ojanperä, Member of the Board
(as of 8 April 2025)
6 26
Anu Nissinen, Deputy Chair of the Board
(until 3 April 2024)
- 11
Kati Hagros, Member of the Board
(until 3 April 2024)
- 6
Total 168 168
Management and Board of Directors'
benefits and remuneration in total
1,347 1,119
Number of Group personnel 2025 2024
Number of personnel at year-end 863 942
Average number of personnel 903 975
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
51 Siili Solutions Plc – Annual report 2025
FINANCIAL STATEMENTS
2.4 SHARE-BASED PAYMENTS
ACCOUNTING POLICY
The Group has a share-based incentive scheme in
which payments are made in equity instruments.
The option scheme is a market-based incentive
scheme pursuant to IFRS 2. Benefits granted under
the schemes are measured at fair value at the time of
granting, and they are recognised as expenses evenly
over the vesting period. The profit and loss effects
of the schemes are presented in employee benefit
expenses whose counterpart is retained earnings.
The expense determined at the time of granting
the options is based on the Group’s estimate of the
number of options assumed to vest at the end of the
vesting period. The Group updates its estimate of the
final number of options on the closing date of each
reporting period. The fair value of option schemes
is determined based on the Black-Scholes options
pricing model. When option rights are exercised,
the proceeds received from share subscriptions,
adjusted by transaction costs, if any, are entered
into the unrestricted equity fund in accordance
with the terms and conditions of the scheme.
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 2025, the company had
the following share savings plans in force:
2021A, 2022A, 2023A, 2024A and 2025A.
Share-based incentive schemes
The Siili Group has a long-term share-based
incentive scheme established in 2023 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 includes three-
year performance periods covering the financial years
2023−2025, 2024−2026 and 2025−2027. 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 adjusted
EBITA, revenue and total shareholder return.
The earnings period 2022–2024 of the share-
based incentive scheme ended in the financial year
2025. Share rewards earned in the earnings period
corresponded to 50,372 gross shares. A total of
27,256 net shares were given to the participants.
The rewards were paid with treasury shares. The
cash payments amounted to EUR 145 thousand.
Matching share plan
In 2025, the Siili Group established a matching share
plan for its key personnel. The purpose of the scheme
is to commit key personnel to the company and offer
them a competitive incentive scheme based on the
acquisition and accumulation of Siili Solutions shares,
as well as to encourage them to invest personally in
the company's shares. The plan also aims to align
the goals of owners and key personnel in order to
increase the company's value in the long term
The matching period for the additional share
scheme covers the years 2025–2027. Participation
in the scheme is conditional on the acquisition of
company shares. As a reward for their commitment,
participants will receive a gross reward of two
additional shares for every three shares allocated to
the scheme. The rewards will be paid after the end of
the matching period, and the employment or director
contract must be valid at the time of payment.
Assumptions made in the measurement of fair value
Fair value of the option as measured at grant 6.06
Share price at the end of reporting period 4.63
Expected volatility 30.0%
Contractual life (years) 3.2
Risk-free interest rate 2.2%
Expected dividends 2.9%
Effect of share-based payments on the result for the period
EUR 1,000 2025 2024
Share-based payments 139 189
Cash-based payments - -
Total
139 18 9
Option and share-based incentive schemes
Key terms and conditions of the company’s option and
share-based incentive schemes are presented below .
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
52 Siili Solutions Plc – Annual report 2025
FINANCIAL STATEMENTS
Scheme Share savings plans Share-based incentive Matching share plan
Maximum number granted
1
250,000
607,000
1
160,000
1
Original subscription price on average 12.06 - -
Dividend deduction Yes - -
Current subscription price on average 11.52 - -
Vesting terms and conditions Employment or service
relationship and a release
criterion based on share price
performance in
option scheme 2021A.
Employment or service
relationship and adjusted
EBITA, revenue and total
shareholder return.
Employment or service
relationship and acquisition of
shares
End of subscription period 2025–2028 - -
Contractual life on average (years) 3.2 3.2 3.1
Remaining contractual life on average
(years)
1.4 1.7 2.4
Number of participants in the
programmes at
the end of the reporting period
438 107 17
Execution Paid in shares Paid in cash and shares Paid in cash and shares
1 The matching share plan and the 2023–2027 share-based incentive plan for the 2025–2027 performance period have a combined maximum of 160,000 shares. The aggregate maximum
number of shares under all plans is therefore 857,000 shares.
Share savings plans Share-based incentive Matching share plan
Number of options and share based
incentives 2025 2024 2025 2024 2025 2024
At the beginning of the financial year 87,275 56,309 273,924 253,986 0 0
New instruments granted 37,095 39,177 145,900 118,000 34,636 -
Forfeited -5,908 -4,834 -55,000 -47,800 -6,070 -
Executed - -2,183 - - - -
Expired -10,161 -1,194 -86,724 -50,262 - -
At the end of the financial year 108,301 87,275 278,100 273,924 28,566 0
2.5 OTHER OPERATING INCOME AND EXPENSES
Other operating income includes revenue
from operating activities not belonging to
the principal activities of the company.
ACCOUNTING POLICY
Government grants
Government grants are recognised when it is
reasonably certain that they will be received and that
the Group meets the requirements for receiving the
grant. Government grants are recognised through profit
or loss in the financial year when the right to receive
the grant was established. The Group’s government
grants are presented in other operating income .
Research and development costs
Research costs are recognised through profit or
loss in the financial year in which they arise.
Development costs are capitalised in the statement of
financial position only if the Group meets the criteria laid
down in IAS 38 for the capitalisation of development
costs. Capitalised development costs are amortised
over their useful life. Amortisations are recognised
for assets from the date when it is available for use.
An asset that is not yet available for use is tested
annually for impairment. Capitalised development
costs are measured after initial recognition at cost
less accumulated amortisation and impairment. Other
development costs are recognised as expenses.
Previously expensed development costs cannot be
capitalised again in subsequent periods. Expensed
research and development costs are included in the
consolidated income statement in other operating
expenses or employee benefit expenses .
Other operating income
EUR 1,000 2025 2024
Government grants 363 99
Other income items 87 199
Total 450 298
Other operating expenses
EUR 1,000 2025 2024
(restated)
Voluntary personnel expenses
1
2,502 2,376
Travel expenses 614 639
Lease and vehicle expenses 892 687
IT expenses 4,467 4,387
Marketing, sales promotion and communications
expenses
832 955
Expert services 2,434 1,709
Other operating expenses 1,520 1,492
Total
1
13,260 12,244
1 The comparative figures for 2024 have been adjusted from those published in the 2024
financial statements; see section 1 of the notes to the financial statements for details.
Audit fees
EUR 1,000 2025 2024
Group’s auditor, KPMG
Auditing 267 234
Statutory assurance opinions 62 17
Tax advisory - -
Other services - 90
Total 329 341
Fees charged by KPMG Oy Ab are broken down as
follows: auditing EUR 212 (190) thousand, statutory
assurance opinions EUR 62 (17) thousand, including fees
of 62 (13) thousand euros charged for the assurance
of the sustainability report, and other advisory services
EUR 0 (90) thousand. Fees charged by others than
the group auditor amounted to EUR 2 (0) thousand .
Research and development costs
EUR 1,000 2025 2024
Research and development costs written off
as expenses
1,826 674
Capitalised development costs 150 909
Total 1,976 1,583
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
53 Siili Solutions Plc – Annual report 2025
FINANCIAL STATEMENTS
2.6 FINANCIAL INCOME AND EXPENSES
ACCOUNTING POLICY
Interest income and expenses are recognised using
the effective interest rate method. Derivatives
contracts concluded to hedge against interest
rate risk as well as contingent considerations
recognised on business combinations are measured
at fair value through profit or loss. The accounting
and valuation policies concerning financial assets
and liabilities are described in more detail in
Notes 3.5 Acquired businesses, 5.3 Fair values of
financial assets and liabilities and 5.6 Financial
liabilities and other interest-bearing liabilities .
Financial income
EUR 1,000 2025 2024
Interest income 76 217
Other financial income 3 5
Change in the fair value of contingent
considerations and the unwinding of discounting
1
1,510 798
Foreign exchange gains 3 271
Total 1,592 1,291
Financial expenses
1 000 EUR
2025 2024
Interest expenses on financial liabilities
measured at amortised cost
-174 -112
Interest expenses on lease liabilities measured
at amortised cost
-149 -206
Interest derivatives -16 -57
Other interest expenses -10 -24
Change in the fair value of contingent
considerations and
the unwinding of discounting
1
-595 -970
Other financial expenses -20 -18
Foreign exchange losses -668 19
Total -1,632 -1,367
Total financial income and expenses -40 -76
1 For each agreement, the changes in fair value of the agremeent and the impact of the
unwinding of discounting are combined and presented on the same line as a total effect
on profit or loss, either in finance income or finance expenses.
Financial items for the financial year included net
income of EUR 829 thousand (–171) arising from fair
value adjustments and the unwinding of discounting
on contingent consideration liabilities related to the
acquisitions of Supercharge Zrt., Vala Group Oy and
Integrations Group Oy, excluding foreign exchange
effects. Interest rate expenses for the financial year
on bank loans totalled EUR 174 (112) thousand.
2.7 INCOME TAXES
ACCOUNTING POLICY
Taxes recognised on the income statement
include current and deferred taxes. Taxes are
recognised through profit or loss except where
related to business combinations or items
directly entered into equity or other items in
the statement of comprehensive income.
The current tax charge is determined based
on the taxable income using the tax rate valid
(or substantively enacted) on the financial
statements date. This tax is adjusted with any
taxes relating to previous financial years.
Deferred taxes are recognised for temporary
differences between the accounting value and tax
bases of assets and liabilities as well as tax-loss
carry forwards. Deferred taxes are determined
using tax rates in force on the closing date of the
reporting period or tax rates whose entry into
force has been approved by that date. Deferred
taxes are not recognised in respect of subsidiaries’
retained earnings to the extent that the difference is
unlikely to be unwound in the foreseeable future.
As a rule, a deferred tax liability is recognised on
all temporary differences between the accounting
value and tax bases of assets and liabilities. As an
exception, no deferred tax liability is recognised on
investments in subsidiaries in circumstances where
the Group is able to choose the date of unwinding the
temporary difference, and the temporary difference
is unlikely to unwound in the foreseeable future.
However, deferred tax liability is not accounted for,
if it arises from the initial recognition of goodwill.
The most significant temporary differences arise
from adjustments made based on fair values
in connection with business acquisitions.
A deferred tax asset is recognised on deductible
temporary differences and tax-deductible losses.
A deferred tax asset is recorded on the basis of
losses up to the amount that it is probable that
the deferred tax asset can be used to offset
taxable income in the future. The criteria for the
recognition of deferred tax assets is assessed
on the closing date of each reporting period.
Components of tax expenses
EUR 1,000 2025 2024
(restated)
Current tax
1
-907 -790
Tax for previous financial years 532 376
Change in deferred taxes
1
1,240 386
Total
1
865 -27
1 The comparative figures for 2024 have been adjusted from those published in the 2024
financial statements; see section 1 of the notes to the financial statements for details.
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54 Siili Solutions Plc – Annual report 2025
FINANCIAL STATEMENTS
Reconciliation of the tax expense in the income statement
and taxes according to the domestic 20% tax rate
EUR 1,000 2025 2024
(restated)
Profit before taxes
1
71 3,317
Taxes according to domestic tax rate
1
-14 -663
Foreign subsidiaries’ different tax rates 104 269
Tax-free income 283 220
Non-deductible expenses -162 -306
Tax losses for the period, for which no deferred
tax asset is recognised
- -
Utilisation of tax losses, for which no deferred tax
asset is recognised
185 16
Tax for previous financial years 536 376
Other items -67 62
Total
1
865 -27
Effective tax rate
1
1,221% -0.8%
1 The comparative figures for 2024 have been adjusted from those published in the 2024
financial statements; see section 1 of the notes to the financial statements for details.
The effective tax rate for the financial years
2025 and 2024 was reduced by a retroactive
tax deduction for research and development
activities received by the Group in the UK .
Change in deferred tax assets
EUR 1,000
1 January
2025
Recognised through
profit or loss
Acquired
businesses
Translation
differences
31 December
2025
Lease liabilities 639 19 - - 658
Tax losses carried forward 294 1,042 - - 1,335
Other temporary difference 3 8 - - 11
Total deferred tax assets, gross 936 1,068 - - 2,004
Netting, deferred tax liabilities -620 - - - -620
Total deferred tax assets, net 315 - - - 1,384
EUR 1,000 1 January
2024
(restated)
Recognised through
profit or loss
Acquired
businesses
Translation
differences
31 December
2024
(restated)
Lease liabilities 771 -129 - -3 639
Tax losses carried forward
1
50 244 - - 294
Other temporary difference 3 0 - 0 3
Total deferred tax assets, gross
1
774 78 - -3 936
Netting, deferred tax liabilities -757 - - - -620
Total deferred tax assets, net
1
17 - - - 315
1 The comparative figures for 2024 have been adjusted from those published in the 2024 financial statements; see section 1 of the notes to the financial statements for details.
Change in deferred tax liabilities
EUR 1,000
1 January
2025
Recognised through
profit or loss
Acquired
businesses
Translation
differences
31 December
2025
Measurement of intangible assets
at fair value in business combinations
820 -134 149 18 853
Right-of-use assets 620 - - - 620
Other temporary difference 137 - - - 137
Total deferred tax liabilities, gross 1,577 -134 149 18 1,609
Netting, deferred tax assets -620 -620
Total deferred tax liabilities, net 957 989
EUR 1,000
1 January
2024
Recognised through
profit or loss
Acquired
businesses
Translation
differences
31 December
2024
Measurement of intangible assets
at fair value in business combinations
981 -138 - -23 820
Right-of-use assets 757 -134 - -3 620
Other temporary difference 137 - - - 137
Total deferred tax liabilities, gross 1,875 -272 - -27 1,577
Netting, deferred tax assets -757 - - - -620
Total deferred tax liabilities, net 1,118 - - - 957
At the end of financial year 2025, the Group had
EUR 465 (647) thousand of unused tax losses, for
which no deferred tax asset had been recognised,
since the utilisation of the losses is uncertain in the
foreseeable future. These tax losses are related to
the Group’s operations in Austria and the USA.
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55 Siili Solutions Plc – Annual report 2025
FINANCIAL STATEMENTS
2.8 EARNINGS PER SHARE
Undiluted earnings per share
Undiluted earnings per share are calculated by
dividing net profit for the period attributable to
the shareholders of the parent company by the
weighted average number of shares outstanding.
Undiluted earnings per share 2025 2024
(restated)
Profit for the financial year, attributable to
shareholders of the parent company,
EUR 1,000
1
936 3,290
Weighted average number of shares during
the period, thousand
8,116 8,112
Undiluted earnings per share (EUR/share)
1
0.12 0.41
1 The comparative figures for 2024 have been adjusted from those published in the 2024
financial statements; see section 1 of the notes to the financial statements for details.
Diluted earnings per share
Diluted earnings per share (EPS) are calculated similarly
to undiluted EPS, but the weighted average number
of shares used for the undiluted EPS accounts for
the diluting effect of all potential ordinary shares.
Stock options included in the share savings plan are
conditionally issued, and they are taken into account in
calculating the diluted earnings per share. The options
have a diluting effect when their subscription price
is lower than the average market price of the share
in the financial year or a shorter outstanding period.
The diluting effect is the difference between the
number of shares to be issued and the hypothetical
number of shares that would have been issued at
the average market price of the financial year.
Diluted earnings per share 2025 2024
(restated)
Profit for the financial year, attributable to
shareholders of the parent company,
EUR 1,000
1
936 3,290
Weighted average number of shares during the
period, thousand
8,116 8,112
Effect of stock options, thousand 0 0
Weighted average number of shares used to
calculate diluted EPS, thousand
8,116 8,112
Diluted earnings per share (EUR/share)
1
0.12 0.41
1 The comparative figures for 2024 have been adjusted from those published in the 2024
financial statements; see section 1 of the notes to the financial statements for details.
Directed share issues
Siili Solutions Oyj has not carried out directed
share issues in the financial years 2025 or 2024.
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56 Siili Solutions Plc – Annual report 2025
FINANCIAL STATEMENTS
3. Investments and acquisitions
3.1 GOODWILL AND INTANGIBLE ASSETS
ACCOUNTING POLICY
Goodwill
Goodwill is recognised on business combinations
if the consideration transferred, interest of non-
controlling shareholders in the acquiree and
previously held interest in the acquiree exceed
the fair value of the acquired net assets.
Goodwill is not subject to amortisation. Goodwill
is tested for impairment at on an annual basis and
additionally whenever indications arise that goodwill
may have been impaired. Goodwill is measured
at cost less accumulated impairment losses.
The Group’s goodwill is allocated to three CGUs: Siili
Solutions, Vala Group and Supercharge. Vala Group
and Supercharge are CGUs separate from the rest of
the Group, since they operate independently as profit
centres. The Group’s other business operations are
run on a centralised basis, and also the management
of the contract portfolio and allocation of the
workforce to customers is made on a unified basis.
As assessed by the Group’s management, besides
Vala Group and Supercharge, the Group does not
have other independent and separate businesses or
separate identifiable group of assets that generates
cash inflows that are largely independent of the
cash inflows from other assets or groups of assets .
Customer relationships and other intangible assets
Customer relationships and other
fair value adjustments
Existing customer relationships are recognised
at fair value on the acquisition date.
Customer contracts were acquired as part
of business combinations in 2021−2025.
Other fair value adjustments on business
combinations include the Supercharge and Vala
Group brands as well as a non-compete agreement.
Other intangible assets
An intangible asset capitalised in the statement of
financial position at initial cost if the cost can be
measured reliably and it is probable that the Group
will receive future economic benefit from the asset.
An intangible asset arising from
development is capitalised if:
if the completion of the intangible asset is feasible so
that the asset is available for the Group to use or sell
the Group intends to complete the intangible asset
and use it or sell it
the Group can demonstrate how the intangible asset
will generate probable future economic benefits
the Group can avail itself of adequate technical,
financial and other resources to complete the
development and to use or sell the completed
intangible asset
the Group can measure reliably the expenditure
attributable to the intangible asset during its
development.
The accounting treatment of cloud service
arrangements depends on whether the cloud-
based software is classified as an asset or a service
contract. Arrangements where the company does
not have control over the software are treated
in accounting as service contracts providing the
company the right to use the cloud service provider’s
applications during the contract period. Ongoing
user right fees of the application software and
configuration or tailoring costs are recognised
in other operating expenses when the services
are received. Prepayments to the cloud service
provider for tailoring of software, where not distinct,
are expensed during the contract period. A cloud
computing arrangement classified as an intangible
asset arises from certain implementation costs when
the company controls the asset and it is separable
from the underlying cloud service arrangement.
Intangible assets with a limited economic
life are amortised on a straight-line basis as
expenses through profit or loss over their
economic life and tested for impairment if there
are indications of potential impairment.
Amortisation of intangible assets, excluding goodwill,
is recognised as expenses on a straight-line basis
through profit or loss over their economic life from
the date when the asset item is available for use.
Amortisation periods of intangible assets:
Customer relationships 5–10 years
Brand 10 years
Development costs 5 years
Other tangible assets 5 years
Sales gains and losses arising from the
decommissioning and transfer of intangible assets
are calculated as the difference between the
consideration received from the transfer and the
remaining acquisition cost, and they are recognised
through profit or loss in the period when they arise .
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
57 Siili Solutions Plc – Annual report 2025
FINANCIAL STATEMENTS
Goodwill and intangible assets
EUR 1,000 Goodwill Customer relationships Brand Development costs Other intangible assets Advance payments Total
Acquisition cost 1 Jan 2025 31,868 13,016 3,187 1,910 468 - 50,449
Additions through business combinations 1,341 930 - - - - 2,271
Additions - - - - 150 26 177
Disposals - - - - - - -
Translation differences 567 246 112 22 - - 947
Reclassifications between items - - - - - - -
Acquisition cost 31 Dec 2025 33,776 14,191 3,299 1,933 618 26 53,844
Accumulated amortisation and impairment 1 Jan 2025 - 8,193 2,168 349 197 - 10,907
Amortisation - 1,051 171 284 192 - 1,698
Additions through business combinations - - - - - -
Disposals - - - - - -
Translation differences - 106 49 - -1 - 154
Accumulated amortisation and impairment 31 Dec 2025
- 9,350 2,387 634 388 - 12,759
Carrying amount 31 Dec 2025 33,776 4,841 912 1 299 230 26 41,084
EUR 1,000 Goodwill Customer relationships Brand Development costs Other intangible assets Advance payments Total
Acquisition cost 1 Jan 2024 32,490 13,285 3,310 813 468 190 50,555
Additions through business combinations
1
- - - - - - -
Additions - - - 615 - 307 922
- - - - - - -
Translation differences -622 -269 -123 - -0 - -1,014
Reclassifications between items - - - 497 - -497 -
Acquisition cost 31 Dec 2024 31,868 13,016 3,187 1,910 468 0 50,449
Accumulated amortisation and impairment 1 Jan 2024
- 7,379 2,037 142 104 - 9,662
Amortisation - 905 172 208 93 - 1,378
Additions through business combinations
2
- - - - - - -
- - - - - - -
Translation differences - -91 -42 - -1 - -133
Accumulated amortisation and impairment 31 Dec 2024
- 8,193 2,168 349 197 - 10,907
Carrying amount 31 Dec 2024 31,868 4,823 1,019 1,561 270 - 39,541
3.2 IMPAIRMENT TESTING
ACCOUNTING POLICY
On each closing date of a reporting period, the
Group reviews the carrying amounts of its assets
to determine whether there is any indication of
impairment. If any such indication exists, the
recoverable amount is estimated. In addition, the
recoverable amount of goodwill and unfinished
intangible assets is estimated annually regardless
of whether there are any indications of impairment.
Goodwill is also tested for impairment, in addition
to the annual test, whenever there is any indication
that the value may be impaired. According to
the Group’s established practice, the testing is
carried out annually during the last quarter.
The need to recognise an impairment is considered
at the level of cash generating units, i.e. the lowest
level of units mainly independent from other units
and whose cash flows are distinct and largely
independent of other corresponding units’ cash flows.
Cash generating units are the lowest organisational
level within the Group at which goodwill is
monitored for internal management purposes.
The recoverable amount is the higher of the
asset item’s fair value less costs of disposal
and its value in use. Value in use refers to the
estimated net cash flows available from the
asset item or cash generating unit concerned,
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58 Siili Solutions Plc – Annual report 2025
FINANCIAL STATEMENTS
discounted to their present value. The Group
determines recoverable amounts by reference
to calculations based on the value in use.
If the recoverable amount is lower than the
carrying amount of the asset item, an impairment is
recognised in the income statement as an expense
and allocated primarily to goodwill and subsequently
by making equally proportioned deductions from
other asset items. Impairment losses recognised on
other asset items than goodwill are reversed in case
of a change in the estimates applied in determining
the amount recoverable from the asset item.
The maximum amount of impairment loss to
be reversed equals the carrying amount of
the asset item if no impairment loss had been
recognised. Impairment losses on goodwill may
not be reversed under any circumstances .
MANAGEMENT’S JUDGMENT AND
UNCERTAINTIES RELATED TO ESTIMATES
Carrying out an impairment test requires company
management to make assumptions and estimates
used as the basis for calculating the value
of use of the cash-generating unit. Although
company management finds its assumptions
appropriate, actual future cash flows may deviate
materially from the estimated cash flows.
General uncertainty, together with volatility
arising from macroeconomic and geopolitical
factor, continues to affect our customers’
investment decisions and, consequently, to have
a negative impact on Siili’s business. According
to management’s assessment, the uncertainty
caused by these factors will continue to affect Siili’s
business operations and growth opportunities also
during the current financial year. Management has
taken into account the effects of these changes
in the estimates applied to impairment testing.
Allocation of goodwill
For the purpose of impairment testing, goodwill
is allocated to three cash-generating units: Siili
Solutions, Vala Group and Supercharge. The
goodwill of EUR 1,341 thousand recorded on the
acquisition of Integrations Group Oy in the 2025
financial year has been allocated to the Siili Solutions
CGU. Carrying amount of goodwill allocated to
cash-generating units on 31 December 2025:
EUR 1,000 2025 2024
Siili Solutions 17,652 16,311
Vala Group 7,222 7,222
Supercharge 8,902 8,335
Total 33,776 31,868
Impairment testing and assumptions used
The recoverable amount in impairment testing is
determined on the basis of value in use. Impairment
testing was carried out at 31 October 2025.
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 2025 2024 2025 2024
Siili Solutions 2.0% 2.0% 11.2% 10.6%
Vala Group 2.0% 2.0% 11.2% 10.6%
Supercharge 2.0% 2.0% 12.5% 12.0%
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 2.8 percentage
points in the EBIT rate of the Siili Solutions CGU, a
permanent decline of 9.5 percentage points in the
EBIT rate of the Vala Group CGU or a permanent
decline of 7.9 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.
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
59 Siili Solutions Plc – Annual report 2025
FINANCIAL STATEMENTS
3.3 TANGIBLE ASSETS
ACCOUNTING POLICY
Tangible assets are carried at acquisition cost less
accumulated depreciation and impairment losses.
The acquisition cost includes direct expenses
incurred in the acquisition of a tangible asset item.
Significant renovation and overhaul expenses arising
at a later date are included in each asset’s carrying
value. They can be recognised as a separate asset
only if it is likely that the future economic benefits
associated with the item will flow to the Group and
if the acquisition cost of the asset can be reliably
determined. Any remaining carrying amount pertaining
to a renovated asset item is derecognised from the
statement of financial position. Ordinary repair and
maintenance expenses are recognised as expenses for
the reporting period during which they were incurred.
These assets are depreciated on a straight-
line basis over their estimated useful lives.
Depreciation periods of tangible assets:
Machinery and equipment 3–5 years
Renovation of leased premises 3–5 years
The useful life of an asset and the applicable
depreciation method are reviewed at
least at the end of each financial year and
adjusted reflecting changes in expectations
concerning economic benefit, if necessary .
A tangible asset is derecognised from the statement
of financial position when transferred or when no
future economic benefit is expected from using or
transferring it. Sales gains and losses on disposal or
transfer of tangible assets are recognised through
profit or loss and presented in other operating
income and expenses in the period when they arise.
Tangible assets
EUR 1,000 Renovation costs
Machinery and
equipment Advance payments Total
Acquisition cost 1 Jan 2025
1,060 4,865 - 5,925
Additions through business combinations - 8 - 8
Additions 7 104 - 111
Disposals - -16 - -16
Translation differences 24 79 - 102
Reclassifications between items - 142 - 141
Acquisition cost 31 Dec 2025 1,091 5,181 - 6,272
Accumulated depreciation and impairment 1
Jan 2025
785 4,290 - 5,075
Depreciation 143 420 - 563
Disposals -17 2 - -15
Translation differences 19 69 - 89
Accumulated depreciation and impairment 31
Dec 2025
931 4,780 - 5,711
Carrying amount 31 Dec 2025
160 401 - 560
EUR 1,000 Renovation costs
Machinery and
equipment
Advance payments Total
Acquisition cost 1 Jan 2024 1,084 4,876 - 5,960
Additions 10 314 - 324
Disposals - -270 - -270
Translation differences -21 -55 - -76
Reclassifications between items - - - -
Acquisition cost 31 Dec 2024 1,060 4,865 - 5,925
Accumulated depreciation and impairment 1
Jan 2024
633 4,068 - 4,701
Depreciation 182 538 - 720
Disposals - -270 - -270
Translation differences -17 -47 - -64
Accumulated depreciation and impairment 31
Dec 2024
785 4,290 - 5,075
Carrying amount 31 Dec 2024
275 575 - 850
3.4 LEASES
ACCOUNTING POLICY
The Group as a lessee
The Group recognises the lease liability and
the corresponding right-of-use asset at the
commencement date of the lease contract.
Right-of-use assets are measured at cost less
depreciations and impairments, if any. The
acquisition cost includes the original amount
of lease liability, initial direct costs, and lease
payments made before the commencement
date, less any incentives received.
The carrying amount of a right-of-use asset is
adjusted to correspond to the change in the
lease liability if the value of the lease liability
is remeasured during the lease period. Leased
right-of-use assets are tested for impairments
if there are indications of impairment.
Lease liability is measured at the present value
of future lease payments. Leases include fixed
payments less any incentives received, variable
leases based on an index or price level, as well
as amounts the Group is expected to pay based
on residual value guarantees. Leases also include
the exercise price of purchase options where it
is relatively certain that the Group will exercise
the option, as well as penalty payments for
terminating the lease if the lease period reflects
the exercise of the option by the Group .
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
60 Siili Solutions Plc – Annual report 2025
FINANCIAL STATEMENTS
The lease payments are discounted using the
Group’s incremental borrowing rate, adjusted
with a view to the lease period and the special
characteristics of the lease object and the
economic environment of the Group companies.
The lease liability is subsequently measured at
amortised cost using the effective interest method. It
is remeasured when there is a change in future lease
payments arising from renegotiation or a change in
an index, price level or the remeasurement of options.
Right-of-use assets are depreciated over the
lease period on a straight-line basis. The period
covered by an extension option or termination
option is added to the lease period if it is reasonably
certain that the Group will use the extension
option or will not use the termination option .
Siili solutions applies practical expedients and does
not recognise contracts shorter than 12 months or
low-value contracts in the statement of financial
position, but lease payments on these contracts are
reported in the income statement as lease expenses.
Furthermore, Siili solutions does not differentiate non-
lease contract components from the lease contracts.
Depreciation periods of right-of-use assets:
Buildings 3−5 years
Machinery and equipment 3 years
MANAGEMENT JUDGMENT AND
UNCERTAINTIES RELATED TO ESTIMATES
Siili Solutions has lease contracts related to office
premises valid until further notice as well as lease
contracts including extension and termination
options. In assessing factors related to the lease
period, management has to make estimates and
assumptionsFor lease agreements valid until further
notice, the lease term is determined based on
management judgement, taking into account, for
example, the expected holding period, the location
of the asset, relocation costs and any related
contractual terms. Where necessary, the Company
determines the lease term to be three years, which
is considered to represent the foreseeable future.
Right-of-use assets
EUR 1,000 Buildings Machinery and equipment Total
Acquisition cost 1 Jan 2025 8,040 378 8,418
Additions through business combinations 42 - 42
Additions 1,559 280 1,839
Disposals -2,655 -27 -2,682
Translation differences -24 1 -23
Acquisition cost 31 Dec 2025 6,962 632 7,595
Accumulated depreciation and impairment 1 Jan 2025 4,944 215 5,159
Depreciation 2,304 136 2,440
Disposals -2,377 -16 -2,392
Translation differences -12 1 -12
Accumulated depreciation and impairment 31 Dec 2025 4,858 336 5,195
Carrying amount 31 Dec 2025 2,104 296 2,400
EUR 1,000 Buildings Machinery and equipment Total
Acquisition cost 1 Jan 2024 10,800 320 11,120
Additions 1,961 184 2,145
Disposals -4,748 -126 -4,874
Translation differences 27 1 27
Acquisition cost 31 Dec 2024 8,039 378 8,418
Accumulated depreciation and impairment 1 Jan 2024 6,704 196 6,901
Depreciation 2,397 122 2,519
Disposals -4,167 -104 -4,271
Translation differences 10 1 11
Accumulated depreciation and impairment 31 Dec 2024 4,944 215 5,159
Carrying amount 31 Dec 2024 3,096 164 3,260
Items recognised in the statement of financial position:
EUR 1,000
31 Dec
2025
31 Dec
2024
Right-of-use assets 2,400 3,260
Long-term leasing contract liability 846 1,480
Short-term leasing contract liability 1,746 1,886
Items recognised in the income statement:
EUR 1,000
1 Jan–31 Dec
2025
1 Jan–31 Dec
2024
Depreciations on right-of-use
assets
-2,440 -2,519
Interest expenses on lease liability -149 -206
Expenses on short-term leasing
contracts
-35 -44
Expenses on low-value leasing
contracts
-639 -779
Outbound cash flow due to lease contracts in the financial year 2025 amounted to EUR 3,322 (3,526)
thousand. The maturity breakdown of lease liabilities is presented in Note 5.2 Financial risk management.
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
61 Siili Solutions Plc – Annual report 2025
FINANCIAL STATEMENTS
3.5 ACQUIRED BUSINESSES
ACCOUNTING POLICY
Business combinations are accounted for using the
cost method. The consideration paid in connection
with a business combination, contingent consideration
if any, and the assets and liabilities of the acquired
company are measured at fair value at the time
of acquisition. Costs related to the acquisition are
recognised as expense for the financial year.
Non-controlling interests in the acquiree are
measured at fair value on each reporting date,
and any fair value adjustment is recognised
through profit or loss. Non-controlling interests are
presented as liabilities recognised through profit
or loss in circumstances where both parties have
a concurrent purchase option and redemption
right concerning non-controlling interests.
In business combinations, goodwill is recognised
at the excess of the sum of consideration
transferred and the fair value of any non-
controlling interests in the acquiree, over the fair
value of the net identifiable assets acquired.
MANAGEMENT JUDGMENT AND
UNCERTAINTIES RELATED TO ESTIMATES
The measurement of assets acquired and
liabilities assumed, contingent as well as
additional considerations, and fair values
thereof, requires management’s judgment.
Management believes that the estimates and
assumptions applied are accurate enough to be used
as the basis of fair value measurement. In addition,
the Group reviews at least on every closing date of a
financial year any indications of impairment in goodwill
and the fair value of both tangible and intangible assets .
Acquisitions in financial period 2025
At the beginning of the 2025 financial year, Siili
Solutions Plc acquired a 51% majority stake
in Integrations Group Oy, based in Espoo. The
transaction increases the Siili Group's expertise in
software integration and fulfills Siili's strategic goal of
expanding its business in the growing market of data
and generative AI. Integrations Group Oy has been
consolidated into the Group as of January 1, 2025.
The acquisition cost of Integrations Group's shares
comprises a fixed purchase price of EUR 1,017 thousand
and contingent liabilities related to the acquisition of
additional shares. The purchase price will be paid in
full in cash from Siili Solutions Oyj's cash reserves.
Siili has the right to purchase the remaining
shares in stages during 2025–2027. The related
contingent purchase price liabilities of EUR 1,335
thousand have been taken into account in the
acquisition cost calculation. These liabilities have
been recognized in the balance sheet, and any
subsequent adjustments to their value will be
recognized at fair value through profit or loss.
Customer relationships identified separately from goodwill
were recorded in the acquisition at EUR 930 thousand.
The goodwill of EUR 1,341 thousand recognized from
the transaction consists of Integrations Group's skilled
personnel, good financial performance, and strong
position in the Boomi integration ecosystem. Goodwill
is not tax deductible. Expert fees and transfer taxes
related to the acquisition were recognized as expenses
for the financial year in the amount of EUR 60 thousand.
Integrations Group Oy's impact on the Siili Group's revenue
for the 2025 financial year was EUR 2,495 thousand and
on adjusted operating profit (EBITA) EUR 630 thousand.
Assets acquired and Liabilities assumed
EUR 1,000 Integrations Group Oy
Intangible assets 930
Tangible assets 6
Current receivables 255
Liquid funds 283
Deferred tax liabilities -186
Current liabilities -276
Acquired net assets 1,012
Acquisition cost
EUR 1,000
Consideration 1,017
Contingent consideration 1,335
Total acquisition cost 2,352
Fair value of acquired net assets -1,012
Goodwill 1,341
Consideration for the acquisition in the cash flow statement
EUR 1,000
Consideration paid in cash
1,017
Acquired liquid funds -283
Net consideration in the cash flow
from investing activities
734
In May 2025, Siili Solutions Plc acquired an
additional 4% stake in Integrations Group based on
its purchase option, bringing Siili's total ownership
to 55%. The purchase price for the additional
stake was approximately EUR 90 thousand.
Siili Solutions Plc also increased its ownership in its
subsidiary Supercharge Zrt. during the financial year.
In May, the company carried out share acquisitions
that increased its ownership in Supercharge Zrt. to
85% from the previous 70%. The purchase price for
the shares in Supercharge Zrt. was approximately
EUR 4.2 million and included approximately EUR 0.6
million in compensation for the company's net cash.
Acquisitions in financial period 2024
During the financial year 2024, Siili Solutions Plc
increased its ownership in its subsidiaries Supercharge
Zrt. (formerly Supercharge Kft.) and Vala Group Oy. In
May 2024, 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 Zrt. 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 Zrt. was approximately
EUR 4.2 million, including some EUR 0.5 million
in compensation for the company’s net cash.
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
62 Siili Solutions Plc – Annual report 2025
FINANCIAL STATEMENTS
4. Working capital
4.1 TRADE AND OTHER RECEIVABLES
EUR 1,000 2025 2024
(restated)
Trade receivables 13,553 14,895
Assets related to customer contracts 1,094 1,020
Other accrued income and prepaid expenses
1
2,318 2,460
Tax assets based on taxable income for the
period
1
522 908
Other receivables 569 490
Total
1
18,056 19,863
1 The comparative figures for 2024 have been adjusted from those published in the 2024
financial statements; see section 1 of the notes to the financial statements for details .
Aging of trade receivables
EUR 1,000
Gross
2025
Net
2025
Gross
2024
Net
2024
Not past due 11,942 11,901 13,184 13,184
Past due
1–30 days 1,104 1,104 1,604 1,604
31–60 days 222 222 36 36
61–90 days 233 233 - -
more than 90 days 105 94 74 70
Total 13,606 13,553 14,899 14,895
In the financial year 2025, the Group recognised
a credit loss of EUR 3 (3) thousand. Expected
credit losses on assets related to customer
contracts amount to EUR 52 (4) thousand.
Net contract assets
EUR 1,000 Gross
Expected
credit loss
Credit loss
allowance
Not past due 13,036 0.3% 41
1–30 days 1,104 0.0% -
31–60 days 222 0.0% -
61–90 days 233 0.0% -
more than 90 days 105 10.6% 11
Total 14,699 5 2
4.2 TRADE AND OTHER PAYABLES
EUR 1,000 2025 2024
Current
Trade payables 3,683 5,833
Payables related to customer contracts 579 974
Accrued expenses 8,971 10,371
Tax liabilities based on the taxable income
for the period
154 49
Contingent consideration 5,094 4,086
Other liabilities 5,291 5,523
Guarantee provisions and provisions on
onerous contracts with customers
9 23
Trade and other payables, total 23,782 26,859
4.3 PROVISIONS
ACCOUNTING POLICY
A provision is made when the Group 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 amount recognised
as a provision represents the best estimate of
costs required to fulfil an existing obligation on
the financial statements date. If the effect of the
time value of money is material, provisions are
measured at the present value of the expenditure
required to cover the obligation. Changes in
provisions are recognised in the income statement
item in which the provision was initially made.
A provision is recognised on onerous contracts when
the costs of performing on obligations exceed the
economic benefit expected from the contract.
A contingent liability is a possible obligation arising
from past events, whose existence will be confirmed
only by the realisation of an uncertain future event
beyond the Group’s control. A present obligation
that probably does not require fulfilment of payment
obligation or that the amount cannot be defined
reliably, is also considered as contingent liability.
Contingent liabilities are presented in the notes.
Provisions include loss provisions related to
customer projects and provisions related to
onerous contracts, which are presented in short-
term liabilities. Guarantee provisions are related
to guarantee periods granted for certain customer
projects, during which any flaws identified in
the project delivery are corrected at the Group’s
expense. Provisions concerning onerous contracts
cover the estimated net loss of the contracts.
EUR 1,000
Onerous
contracts
Guarantee
provisions Total
31 December 2024 11 12 23
Increases 3 - 3
Used provisions -10 - -10
Reversals of unused
provisions
- -6 -6
Translation differences - - -
31 December 2025 3 6 9
EUR 1,000
Onerous
contracts
Guarantee
provisions Total
31 December 2023 3 8 12
Increases 20 12 32
Used provisions -12 - -12
Reversals of unused
provisions
- -8 -8
Translation differences - 0 0
31 December 2024 11 12 23
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
63 Siili Solutions Plc – Annual report 2025
FINANCIAL STATEMENTS
5. Capital structure´
5.1 EQUITY
ACCOUNTING POLICY
The Group categorises instruments it has issued on
the basis of their nature either as equity or financial
liability. An equity instrument is any kind of an
agreement indicating entitlement to an entity’s assets
after the deduction of all its liabilities. Incremental
costs directly attributable to the issue or purchase
of equity instruments are shown in equity as a
deduction. The acquisition and transfer of treasury
shares is presented as adjustments to equity.
The equity capital consists of ordinary shares.
The following table presents changes in the number
of shares and corresponding changes in equity.
EUR 1,000
Number of shares
(1,000) Share capital Treasury shares
Reserve for invested
unrestricted equity Total
1 January 2025 8,112 100 -461 26,765 26,403
Purchase of treasury shares -31 - -206 - -
Transfer of treasury shares 27 - 450 - -
31 December 2025 8,109 100 -217 26,765 26,647
Treasury shares held by the company 32
Total number of shares 8,140
1 January 2024 8,110 100 -461 26,748 26,387
Exercise of stock options
2 - - 17 17
31 December 2024 8,112 100 -461 26,765 26,403
Treasury shares held by the company 28
Total number of shares 8,140
Siili Solutions Plc has a single class of shares.
All shares have an equal voting right and an
entitlement to dividend and the company’s assets.
The shares do not have a nominal value.
The total number of shares at the end of financial
year 2025 was 8,140,263 (8,140,263). All Siili
Solutions Plc’s shares issued have been paid in full.
Authorisations
The Annual General Meeting on 8 April 2025
authorised the Board of Directors to decide on the
acquisition and/or acceptance as collateral of the
company’s own shares on the following terms:
A maximum of 814,000 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.
The acquisition of shares will reduce the company’s non-
restricted 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 2026. The authorisation
repeals previous unused acquisition authorisations.
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 814,000, 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 2026.
The authorisation replaces previous authorisations
concerning the issuance of shares, option rights
and other special rights entitling to shares.
More detailed information on valid incentive
schemes for the Group’s key personnel are
presented in Note 2.4 Share-based payments.
Below is a description of the equity reserves.
Share capital
Share subscription price in connection with share
issues is credited to share capital to the extent that it
has not been decided in the share issue decision to be
recorded in the reserve for invested unrestricted equity.
Treasury shares
During the financial year 2025, Siili Solutions Plc
acquired treasury shares amounting to 31,000 pcs and
transferred them to share-based incentives participants
amounting to 27,256 pcs. At the end of the financial
year, the company held 31,698 treasury shares.
Reserve for invested unrestricted equity
The reserve for invested unrestricted equity includes
other equity additions as well as the part of share
subscription price that according to the share issue
decision is not to be credited to the share capital.
Proceeds from share issues decided after the the entry
into force (1 September 2006) of the Limited-Liability
Companies Act (21 July 2006/624) are recognised
entirely in the reserve for invested unrestricted equity .
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
64 Siili Solutions Plc – Annual report 2025
FINANCIAL STATEMENTS
Translation differences
The translation differences fund comprises
translation differences arising from the translation
of foreign entities’ financial statements.
Dividends
In 2025, a dividend of EUR 0.18 per share, totalling
EUR 1,460 thousand was distributed (2024: EUR
0.26 per share, totalling EUR 2,109 thousand). In
2026, the Board of Directors has proposed the
distribution of a dividend of EUR 0.07 per share,
amounting to EUR 568 thousand in total.
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.
Credit risk
The management of credit risk and credit monitoring
within the Group is centralised at the Finance
department, which cooperates with the business
units to minimise credit risk. In addition, the
Group has credit insurance policy to minimise the
impact of potential credit losses. The Group has
certain individual large customers involving large
concentrations of credit risk. According to the Group’s
management, these counterparties have a stable
financial position, and therefore the realisation of
credit risk is not considered probable. A credit loss is
recognised on a trade receivable if there is objective
evidence that payment of the trade receivable will
not be performed in accordance with the original
contractual terms. In the financial year 2025, the Group
recognised a credit loss of EUR 3 (3) thousand.
The values of financial assets presented in the
statement of financial position are the best indication
of the Group’s maximum credit risk amount.
The maturity breakdown of trade receivables is
presented in Note 4.1 Trade and other receivables.
Liquidity risk
Liquidity risk is related to the maintenance of the
adequacy and continuity of funding required by the
Group’s operating capital, repayment of loans and
investment expenditure. The objective of the management
of liquidity risk is to maintain an adequate level of liquidity
on an ongoing basis. To manage the risk, the Group
assesses on a continuous basis the amount of financing
required by its business operations to ensure the
sufficiency of liquid funds within the Group for financing
its operative activities and to repay maturing loans.
The objective is to ensure the availability and flexibility of
funding to the Group by a balanced maturity breakdown,
adequately long loan periods and adequate available
credit lines. The Group’s management estimates that
the Group’s liquidity is at a solid level. At the end of
financial year 2025, the Group’s liquid funds totalled
EUR 12,859 (20,311) thousand, in addition to which the
Group has undrawn overdrafts of EUR 2,500 (2,500)
thousand at its disposal as at 31 December 2025.
The Group has three long-term bank loans whose
loan period is 7 years. The loan contracts include
customary covenants, which have not been breached
during the financial year. Management monitors the
fulfilment of the covenant terms on a regular basis.
Group management has not identified
significant concentrations of liquidity risk in
its financial assets or sources of funding.
The following table presents an analysis of the
maturity of contract-based financial liabilities. The
figures are not discounted, and they include both
interest payments and capital repayments.
31 Dec 2025
EUR 1,000 Carrying amount Cash flow 2026 2027 2028 2029 2030 2031–
Bank loans 7,651 7,651 2,092 2,096 1,352 607 607 897
Contingent consideration 6,120 6,754 5,364 1,390 - - - -
Lease contract liability 2,592 2,758 1,851 717 190 - - -
Trade and other payables
1
8,974 8,974 8,974 - - - - -
Total 25,337 26,137 18,281 4,203 1,542 607 607 897
1 Includes trade and other current payables (not accrued liabilities)
31 Dec 2024
EUR 1,000 Carrying amount Cash flow 2025 2026 2027 2028 2029 2030–
Bank loans 6,230 6,411 2,604 1,540 1,517 750 - -
Contingent consideration 9,686 10,210 4,086 6,125 - - - -
Lease contract liability 3,366 3,563 2,013 1,084 365 101 - -
Trade and other payables
2
11,356 11,356 11,356 - - - - -
Total 30,639 31,541 20,059 8,749 1,882 851 - -
2 Includes trade and other current payables (not accrued liabilitie s )
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
65 Siili Solutions Plc – Annual report 2025
FINANCIAL STATEMENTS
Exchange rate risk
A significant proportion of the Group’s purchases
and sales and the majority of its monetary items are
denominated in euros. Therefore, the Group is not
significantly exposed to foreign exchange risk.
The existing foreign exchange risk stems from
commercial transactions in foreign currencies, monetary
items in the statement of financial position and net
investments in foreign subsidiaries.
As at the financial statements date, the Group has
foreign subsidiaries Germany, Poland, Hungary,
Netherlands, the UK, Austria and the USA.
Translation risk
The Group has net investments in foreign currencies,
as a result of which is it exposed to risk stemming
from the conversion of the investments into the
functional currency of the parent company. The Group
incurs translation risk from the Polish zloty, US dollar,
Hungarian forint and the UK pound sterling. So far,
these translation differences have not been significant,
and the Group has not hedged against the risk.
The translation difference for the financial year 2025
was EUR 903 (-712) thousand, and it is recognised
in the statement of comprehensive income.
Transaction risk
Transaction risk arises from cash flows in other
currencies than the functional currency of the
unit concerned. In its operations, the Group is
not exposed to significant transaction risk, and
it has not hedged against this risk. Transaction
risks related to business operations mainly
arise from the Supercharge sub-group.
The main currency of sales within the Group is the euro.
In addition, in the financial year 2025, the Group had
sales of USD 13,831 (12,734) thousand, HUF 593,776
(576,835) thousand, and GBP 2,211 (5,762) thousand.
The foreign exchange risk related to sales is significantly
reduced by purchases in the same currency.
The Group’s main purchasing currency is also the euro,
in addition to which, in the financial year 2025, the
Group had purchases of USD 2,991 (2,006) thousand,
HUF 1,170,140 (1,057,807) thousand, and GBP 501
(274) thousand. Other sales and purchases in foreign
currencies during the financial year were insignificant.
Foreign exchange rates applied
The Group has applied the following foreign exchange rates:
Average rate of the year
1
Rate of the financial statements date
Country Currency 2025 2024 2025 2024
Poland PLN 4.2397 4.3062 4.2210 4.2750
USA USD 1.1301 1.0823 1.1750 1.0389
Hungary HUF 397.70 395.38 385.15 411.35
United Kingdom GBP 0.8569 0.8467 0.8726 0.8292
1 The average rate of the year has been calculated based on the average daily rates.
Interest rate risk
The Group has a variable-rate bank loan, which
exposes the Group to interest rate risk reflecting
changes in market interest rates. The interest rate
risk has been hedged by an interest rate swap
entered into in the financial year 2019 which has
ended during 2025. The interest rate swap was
measured at fair value through profit or loss, and it is
thus recognised in Siili Solutions Plc’s statement of
financial position as an asset with the value of EUR 0
(22) thousand as at 31 December 2025. The interest
rate swap agreement expired on 1 August 2025.
On the financial statement date 2025, the Group
had bank loans totalling EUR 7,651 (6,230) thousand.
Of the bank loan, EUR 6,661 thousand has been
hedged by an interest rate collar contract.
In other respects, the Group’s revenues and operative
cash flows are mainly independent of market rate
fluctuations. More detailed information on interest-
bearing debt and the terms and conditions of
bank loans is presented in Note 5.6 Financial
liabilities and other interest-bearing liabilities.
Capital management
The objective of capital management is to maintain an
optimal capital structure within the Group, allowing it
the ensure normal operating preconditions and growth
of shareholder value in the long term. The Group’s
management and the Board of Directors of the parent
company monitor the company’s capital structure
and development of liquidity. The objective of the
monitoring is to ensure the company’s liquidity and
flexibility of its capital structure to execute the growth
strategy and dividend policy. Capital management is
concerned with the equity shown in the statement of
financial position, and its structure may be adjusted
among other things through the generation of profit,
distribution of dividend and issuance of shares.
The Group monitors the development of its
equity as a proportion of the total capital (equity
ratio). At the end of financial year 2025, the
equity ratio stood at 53.3% (49.5%
1
). The Group
monitors the evolution of the capital structure
also by the ratio of net debt and EBITDA.
EUR 1,000 2025 2024
(restated)
Net debt 3,505 -1,049
EBITDA
1
4,812 8,010
Net debt/EBITDA
1
0.73 -0.13
1 The comparative figures for 2024 have been adjusted from those published in the 2024
financial statements; see section 1 of the notes to the financial statements for details.
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
66 Siili Solutions Plc – Annual report 2025
FINANCIAL STATEMENTS
5.3 FAIR VALUES OF FINANCIAL
ASSETS AND LIABILITIES
ACCOUNTING POLICY
Financial assets
The Group’s financial assets are classified in
the following measurement categories: financial
assets measured at amortised cost, and financial
assets measured fair value through profit or loss.
Financial assets are classified in connection
with their initial recognition based on the
contractual terms concerning their cash flows.
Financial assets measured at amortised cost include
trade and other receivables which do not belong to
derivatives assets. Payments related to these assets are
fixed or measurable, the assets are unlisted and are not
held by the Group for trading. This category includes
the Group’s financial assets received in exchange for
transferring money, goods or services to the debtor.
Assets classified into the category are measured at
amortised cost using the effective interest rate method,
less impairments, if any. Trade and other receivables are
included in the statement of financial position according
to their nature in current or non-current assets. Assets
are included in non-current items if they mature in more
than 12 months from the financial statements date.
Financial assets measured at fair value through profit
or loss are recognised at fair value in the statement
of financial position, and gains or losses due to fair
value adjustments are recognised through profit or
loss. The category includes an interest rate swap
entered to hedge against interest rate risk .
The table presents the fair values and carrying amounts of each financial asset and liability item, which correspond to
their values in the consolidated statement of financial position. The table also presents the fair value hierarchy levels.
2025 2024
EUR 1,000 Note Carrying amount Fair value Carrying amount Fair value
Fair value
hierarchy
Financial assets
Financial assets measured at amortised cost
Non-current
Receivables 5.4 145 145 163 163 2
Current
Trade receivables 4.1 13,553 13,553 14,895 14,895
Other receivables 4.1 569 569 468 468
Liquid funds 5.5 12,859 12,859 20,331 20,331 2
Recognised at fair value through profit or loss
Current
Interest rate swap agreement 0 0 22 22 2
Total financial assets 27,126 27,126 35,879 35,879
Financial liabilities
Financial liabilities at amortised cost
Non-current
Bank loans
1
5.6 5,560 5,560 3,717 3,717 2
Other interest-bearing liabilities
1
5.6 846 846 1,480 1,480
Current
Bank loans
1
5.6 2,092 2,092 2,514 2,514 2
Other interest-bearing liabilities
1
5.6 1,746 1,746 1,886 1,886
Trade and other payables 4.2 8,974 8,974 11,356 11,356
Recognised at fair value through profit or loss
Non-current
Contingent consideration
1
5.6 1,026 1,026 5,600 5,600 3
Current
Contingent consideration
1
5.6 5,094 5,094 4,086 4,086 3
Total financial liabilities 25,337 25,337 30,639 30,639
1 Included in the statement of financial position item Financial liabilitie s .
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
67 Siili Solutions Plc – Annual report 2025
FINANCIAL STATEMENTS
Loans, other assets and financial liabilities are
measured at amortised cost using the effective
interest rate method except for contingent
consideration, which is measured at fair value. The
carrying amounts and fair values of financial assets
and liabilities are considered to correspond to each
other. The maturity breakdown of financial liabilities
is presented in Note 5.2 Financial risk management.
Fair value measurement principles applied by the Group
to all financial instruments
In measuring the fair values of the financial
assets and liabilities presented in the table,
the following assumptions were applied.
Trade and other receivables
The initial carrying amount of trade receivables and
other receivables corresponds with their fair value,
since discounting does not have a material effect,
considering the maturity of the receivables.
Bank loans
The fair values of debts are based on discounted cash
flows. The total interest rate consists of the risk-free
interest rate and a company-specific risk premium.
Trade and other payables
The initial carrying amount of trade payables
and other payables corresponds with their fair
value, since discounting does not have a material
effect, considering the maturity of the debts.
Contingent consideration
The carrying amount of contingent considerations
corresponds to their fair value.
Fair value hierarchy levels
During the periods ended or the previous
period, no instruments were transferred from
one fair value hierarchy level to another.
Level 1
The fair values of the hierarchy level 1 are based
on the quoted (unadjusted) prices of identical
assets or liabilities in active markets.
Level 2
The fair values of the level 2 instruments are based, to
a significant extent, on inputs other than quoted prices
but still to information that is observable for the assets
or liability in question, either directly or indirectly.
Level 3
The fair values of the level 3 instruments are based
on inputs about the asset or liability that are not
based on observable market information but instead,
to a signifant extent, on management's estimates
and their utilisation in generally accepted valuation
models. If the inputs used to measure fair value are
categorised into different levels of the fair value
hierarchy, the fair value measurement is categorised
in its entirety at the same levels as the lowest level
input that is signifant to the entire measurement.
A reconciliation of the level 3 non-current financial
liabilities measured at fair value is presented in Note 5.6
Financial liabilities and other interest-bearing liabilities .
5.4 OTHER INVESTMENTS AND
NON-CURRENT RECEIVABLES
Other investments
EUR 1,000 2025 2024
Acquisition cost 1 Jan 1 1
Acquisition cost 31 Dec 1 1
Non-current receivables
EUR 1,000 2025 2024
Other long-term receivables 145 163
Total non-current assets 145 163
5.5 LIQUID FUNDS
ACCOUNTING POLICY
Liquid funds consist of cash in hand and at bank and
current investments. Cash in hand and at bank include
currency, bank deposits redeemable at notice and
other very liquid short-term investments which are
readily convertible into a pre-known cash amount and
involving a low revaluation risk. Items qualifying as
cash equivalents have a maturity of three months or
less from the date of acquisition. Current investments
consist of bank deposits and other liquid investments
with a maturity of more than 3 months but no more
than 12 months from the acquisition date. Utilised
credit lines are included in current financial liabilities.
EUR 1,000 2025 2024
Cash and bank accounts 12,859 20,331
Cash in hand and at bank, total 12,859 20,331
Fixed-term deposits, maturity over 3 months
but no more than 12 months
- -
Total liquid funds 12,859 20,331
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 2025, no credit lines were utilised.
The liquid funds presented in the table correspond
to the liquid funds under the cash flow statement.
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
68 Siili Solutions Plc – Annual report 2025
FINANCIAL STATEMENTS
5.6 FINANCIAL LIABILITIES AND OTHER
INTEREST-BEARING LIABILITIES
ACCOUNTING POLICY
Financial liabilities are initially recognised at
fair value. Subsequently, financial liabilities are
recognised at amortised cost using the effective
interest rate method, excluding contingent
consideration or consideration for a minority
interest, which are recognised at fair value through
profit or loss. Transaction costs are included in
the initial carrying amount of financial liabilities
recognised at amortised cost. Financial liabilities
are included both in non-current and current
liabilities. Financial liabilities are classified as non-
current where they mature in over 12 months
from the financial statements date. Liabilities
maturing in less than 12 months from the financial
statements date are classified as current liabilities .
Non-current financial liabilities and other interest-bearing
liabilities
EUR 1,000 2025 2024
Financial liabilities measured at amortised
acquisition cost
6,406 5,197
Contingent consideration measured at fair value
through profit or loss
1,026 5,600
Total 7,432 10,797
Current financial liabilities and other interest-bearing
liabilities
EUR 1,000 2025 2024
Financial liabilities measured at amortised
acquisition cost
3,838 4,399
Contingent consideration measured at fair value
through profit or loss
5,094 4,086
Total 8,932 8,485
The fair values of financial liabilities are presented in
Note 5.3 Fair values of financial assets and liabilities.
The maturity breakdown of financial liabilities is
presented in Note 5.2 Financial risk management.
Bank loans and overdrafts
The Group has four bank loans drawn down in the
financial years 2021 and 2025. The loans were drawn
down to finance the acquisition of majority and
additional stakes in subsidiaries. Two loans raised
in 2021 and one loan raised in 2025 are hedged
by a seven-year interest-rate collar contract from
the drawdown date. The interest paid for the loans
consists of the reference rate and a loan margin.
The loans have a maturity of seven years and are
repaid in equal instalments every six months.
In the financial year 2025, the final instalments
were paid on a loan drawn down in 2018, which
was subject to an interest rate swap.
Siili’s bank loans include covenants that entitle the
financial institution to terminate the loan agreement if
the covenants are not met. The covenants are based
on the company’s interest-bearing net liability in
relation to its EBITDA and on its equity ratio. These
key figures are examined every six months, and the
covenants were met on the financial statements date.
On the financial statements date 31 December
2025, the Group had undrawn credit lines of
EUR 2,500 (2,500) thousand at its disposal.
Contingent consideration liabilities
In the financial year 2025, Siili acquired control
in Integrations Group Oy and additional stakes in
Supercharge Zrt. and Integrations Group Oy. The
considerations paid to minority interests for these
additional stakes totalled EUR 4,321 thousand.
Financial income due to fair value adjustment on
contingent consideration liabilities under the acquisition
Changes in contingent considerations
EUR 1,000 Supercharge Zrt. Vala Group Oy
Integrations
Group Oy Total
1 Jan 2025 8,566 1,121 0 9,686
Fair value change on the agreement and effect of
the unwinding of discounting
1
-1,510 50 631 -829
Paid contingent consideration
for the acquisition
- - 1,183 1,183
Payment to minority interest for additional stake
-4,231 - -90 -4,321
Exchange rate fluctuation impact on the contingent liability
401 - - 401
31 Dec 2025 3,226 1,171 1,724 6,120
Of which at the end of the financial year:
Non-current 0 0 1,026 1,026
Current 3,226 1,171 697 5,094
1 The change in the fair value of the agreement and the effect of the unwinding of the discount have been combined and presented on the same line as the net impact on the result.
EUR 1,000 Supercharge Zrt. Vala Group Oy Talentree Oy Total
1 Jan 2024 12,495 7,122 40 19,657
Fair value change on the agreement and effect of
the unwinding of discounting
1
918 -747 - 171
Paid contingent consideration
for the acquisition
- - -40 -40
Payment to minority interest for additional stake
-4,167 -5,255 - -9,422
Exchange rate fluctuation impact on the contingent liability
-681 - - -681
31 Dec 2024 8,566 1,121 0 9,686
Of which at the end of the financial year:
Non-current 4,480 1,121 - 5,600
Current 4,086 - - 4,086
1 The change in the fair value of the agreement and the effect of the unwinding of the discount have been combined and presented on the same line as the net impact on the result .
agreements and discounting these liabilities recognised
in the period totalled EUR 829 (-171) thousand,
excluding foreign exchange effects. At the end of the
financial year, the Group had contingent consideration
liabilities totalling EUR 6,120 (9,686) thousand, of which
EUR 5,094 (4,086) thousand were short-term liabilities .
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
69 Siili Solutions Plc – Annual report 2025
FINANCIAL STATEMENTS
6. Other notes
6.1 SUBSIDIARIES
MANAGEMENT JUDGMENT AND
UNCERTAINTIES RELATED TO ESTIMATES
The Group’s management has applied particular
judgment to the consolidation of Vala Group
Oy, Supercharge Zrt. and Integration Group Oy
in the Consolidated Financial Statements. As at
the financial statements date, the Group owns
96.4% of Vala Group Oy, 85% of Supercharge
Zrt. and 55% of Integrations Group Oy. Instead
of separating the non-controlling interests, due
to both parties’ redemption right, a liability is
recognised at fair value through profit or loss.
Changes in group structure
During the financial year, Siili Solutions Plc
acquired an ownership stake of 55% in Integrations
Group Oy and increased its ownership stake
in its subsidiary Supercharge Zrt. to 85%.
The Group’s parent and subsidiary relationships as at 31 December 2025 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
96.4% Helsinki, Finland
Integrations Group Oy
55% Espoo, 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 Zrt.(formerly Supercharge Kft.)
1
85% Budapest, Hungary
Subsidiaries owned by Supercharge Zrt.
Supercharge
London Ltd.
85% London, United Kingdom
Supercharge
Netherlands B.V.
85% Amsterdam, Netherlands
Supercharge GmbH 85%
Vienna, Austria
Subsidiaries owned by Supercharge London Ltd.
Supercharge Inc. 85%
Delaware, USA
1 Vala Group Oy, Supercharge Zrt. and Integrations Group Oy are 100% consolidated into the Group.
6.2 RELATED PARTY TRANSACTIONS
The Group’s related parties include the parent company
and subsidiaries. Related parties also include the
members of the parent company’s Board of Directors,
the CEO and rest of the Group’s Management
Team as well as their close family members.
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.
In the financial year 2025, the Group did not have other
material related party transactions than transactions
between Group companies. Siili Solutions Plc, the
parent company of the group, has no outstanding
loans to its subsidiaries. The parent company’s
trade and other receivables from subsidiaries, as
well as its trade payables and other liabilities to
subsidiaries, are disclosed in the notes to the parent
company’s financial statements. These related party
transactions are undertaken on market terms.
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
70 Siili Solutions Plc – Annual report 2025
FINANCIAL STATEMENTS
6.3 COMMITMENTS AND
CONTINGENT ASSETS
Commitments given on own behalf
EUR 1,000 2025 2024
Lease collateral 193 356
Company pledges 23,000 23,000
Corporate cards 80 95
Lease guarantees 54 324
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
The Board of Directors of Siili Solutions Plc established a
new share-based incentive scheme for key personnel
Share-based incentive scheme 2026−2030
Siili Solutions Plc's Board of Directors decided to
establish a new share-based incentive scheme for
the Group's key personnel. The purpose of the plan
is to align the goals of the company's owners and
key personnel in order to increase the company's
value in the long term, to commit key personnel
to implementing the company's strategy and
objectives and long-term interests, and to offer
them a competitive incentive scheme based on the
earning and accumulation of company shares.
The 2026−2030 share-based incentive plan has three
performance periods: calendar years 2026−2028,
2027−2029, and 2028−2030. The key terms and
conditions of the 2026–2030 share-based incentive
plan were published in a stock exchange release on
January 29, 2026. The plan continues the 2023–2027
share-based incentive plan for key personnel.
The target group for the share-based incentive plan
for the 2026−2028 performance period comprises
approximately 60 key personnel, including the
Group's CEO and the Management Team. Under the
plan, the target group has the opportunity to earn
Siili Solutions Plc shares based on performance.
Any rewards under the plan will be paid within
five months of the end of each earning period.
The earning criteria for the 2026–2028 performance
period are tied to the 2026 net sales and operating
profit as well as the development of shareholder
value in 2026–2028. The payment of bonuses
is also conditional on the achievement of the
minimum threshold set by the Board of Directors
for the net result for the 2026 financial year.
General
The remuneration payable under the share-based
incentive plan is estimated to correspond to a maximum
total value of approximately 185,000 Siili Solutions
Plc shares, including the portion payable in cash.
Any remuneration will be paid partly in Siili Solutions
Plc shares and partly in cash. The cash portion of
the remuneration is intended to cover the taxes
and statutory social security contributions incurred
by the key person. As a rule, no remuneration will
be paid if the key person's employment or director
contract ends before the remuneration is paid.
Members of the Group's Management Team must hold
all shares received under the scheme until the total value
of their shareholdings in the company corresponds
to half of their annual remuneration. This number
of shares must be held for as long as the member
remains a member of the Group's Management Team.
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
71 Siili Solutions Plc – Annual report 2025
FINANCIAL STATEMENTS
Parent company’s financial statements, FAS
Parent company’s income statement
EUR Note 1 Jan 2025
–31 Dec 2025
1 Jan 2024
–31 Dec 2024
(restated)
REVENUE 3.1 65,540,238.47 70,614,527.52
Other operating income 3.2 282,532.00 263,190.96
Materials and services 3.3
External services
-27,126,520.93 -29,921,129.46
-27,126,520.93 -29,921,129.46
Employee benefit expenses 3.4
Salaries and fees -24,521,734.77 -24,902,977.82
Personnel-related expenses
Pension expenses -4,250,709.39 -4,203,982.82
Other personnel related expenses
-679,801.72 -531,952.56
-29,452,245.88 -29,638,913.20
Depreciation, amortisation and impairments 3.5
Depreciation and amortisation according to plan
-578,516.55 -934,350.83
-578,516.55 -934,350.83
Other operating expenses
1
3.6 -9,137,027.55 -8,572,162.68
OPERATING PROFIT/LOSS
1
-471,540.44 1,811,162.31
Financial income and expenses 3.7
Income from group undertakings 3,835,884.53 2,122,674.20
Other interest and financial income 111,704.70 222,080.55
Interest expenses and other financial expenses
-466,273.05 -300,994.23
3,481,316.18 2,043,760.52
PROFIT BEFORE APPROPRIATIONS AND TAXES
1
3,009,775.74 3,854,922.83
Appropriations 3.8 0,00 -2,362,000.00
Income taxes 3.9
Taxes for the period
1
209,336.23 26,114.29
209,336.23 26,114.29
PROFIT FOR THE PERIOD
1
3 219 111,97 1,519,037.12
1 The comparative figures for 2024 have been adjusted from those published in the 2024 financial statements; see details in note 2.2.
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
72 Siili Solutions Plc – Annual report 2025
FINANCIAL STATEMENTS
Parent company’s statement of financial position
EUR Note 31 Dec 2025 31 Dec 2024
(restated)
ASSETS
NON-CURRENT ASSETS
Intangible assets 4.1
Goodwill 134,225.92 191,751.32
Intangible rights 299,461.52 249,600.00
Other non-current costs 10,716.75 32,754.68
Development costs 734,832.22 1,019,114.12
Advance payments 26,354.91 0.00
Total intangible assets 1,205,591.32 1,493,220.12
Tangible assets 4.2
Machinery and equipment
98,710.27 210,997.09
Total tangible assets 98,710.27 210,997.09
Investments 4.3
Shares in Group companies
48,884,688.46 41,987,851.23
Total investments 48,884,688.46 41,987,851.23
Total non-current assets 50,188,990.05 43,692,068.44
CURRENT ASSETS
Receivables
Non-current
Deferred tax assets
1
275,544.51 66,208.28
Total non-current assets
1
275,544.51 66,208.28
Current 4.4. 4.5
Trade receivables 6,632,666.61 7,928,264.55
Receivables from Group companies 2,598,280.64 586,615.49
Other receivables 56,258.78 58,500.54
Prepaid expenses and accrued income
1
1,961,073.95 2,453,887.79
Total current assets
1
11,248,279.98 11,027,268.37
Liquid funds 6,700,444.78 14,221,080.60
Total current assets
1
18,224,269.27 25,314,557.25
TOTAL ASSETS
1
68,413,259.32 69,006,625.69
EUR Note 31 Dec 2025 31 Dec 2024
(restated)
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 27,467,910.53
Treasury shares -217,327.42 -461,413.59
Profit (loss) for previous financial years
1
6,667,782.63 7,058,855.96
Profit (loss) for the period
1
3,219,111.97 1,519,037.12
Total shareholders’ equity
1
37,237,477.71 35,684,390.02
LIABILITIES
Non-current liabilities 4.8
Loans from financial institutions 5,559,619.82 3,716,679.42
Total non-current liabilities 5,559,619.82 3,716,679.42
Current liabilities 4.8-4.12
Loans from financial institutions 2,091,567.86 2,513,678.57
Advances received 265,334.57 866,996.47
Trade payables 1,363,944.89 1,842,048.91
Liabilities to Group companies 15,156,378.60 17,026,901.77
Other liabilities 1,883,564.38 2,098,012.61
Accrued expenses 4,855,371.49 5,257,917.92
Total current liabilities 25,616,161.79 29,605,556.25
Total liabilities 31,175,781.61 33,322,235.67
TOTAL EQUITY AND LIABILITIES
1
68,413,259.32 69,271,458.81
1 The comparative figures for 2024 have been adjusted from those published in the 2024 financial statements; see details in note 2.2.
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
73 Siili Solutions Plc – Annual report 2025
FINANCIAL STATEMENTS
Parent company’s statement of cash flow
EUR Note 1 Jan 2025
–31 Dec 2025
1 Jan 2024
–31 Dec 2024
(restated)
Cash flow from operations
Result before appropriations and taxes
1
3,009,775.74 3,854,922.83
Adjustments:
Depreciation and amortisation according to plan 3.5 578,516.55 934,350.83
Financial income and expenses 3.7 -3,481,316.18 -2,043,760.52
Other non-payment income and expenses 407.27 26,746.64
Cash flow before change in working capital
1
107,383.38 2,772,259.78
Change in working capital
Change in current non-interest-bearing trade receivables
1
1,123,365.49 4,843,680.30
Change in non-interest-bearing liabilities
-1,591,430.27 -1,041,164.44
Cash flow from operations before financial items and taxes
-360,681.40 6,574,775.64
Interest received 111,704.70 222,080.55
Interest paid and payments for other financial expenses of operating activities -468,162.29 -257,365.64
Direct taxes paid 622,945.78 -377,656.18
Cash flow from operations -94,193.21 6,161,834.37
Investments
Investments in tangible and intangible assets 4.1, 4.2 -178,600.93 -491,776.01
Proceeds from the sale of tangible and intangible assets 0.00 7,559.10
Acquisition of subsidiaries 4.3 -6,896,837.23 -9,538,852.49
Dividends received from subsidiaries 3.7 2,735,884.53 2,672,674.20
Cash flow from investments -4,339,553.63 -7,350,395.20
EUR Note 1 Jan 2025
–31 Dec 2025
1 Jan 2024
–31 Dec 2024
(restated)
Financing
Non-current loans, withdrawals 4.8 4,250,000.00 0,00
Non-current loans, repayments 4.8 -2,815,995.18 -2,517,857.19
Share subscriptions with stock options 4.6 0.00 16,525.31
Acquisition of treasury shares 4.6 -205,808.66 0.00
Dividends paid 4.6 -1,460,215.62 -2,109,200.34
Group contribution received 0.00 1,053,600.00
Group contribution paid -2,362,000.00 -2,653,000.00
Change in Group cash pool liabilities -492,869.52 -996,664.68
Cash flow from financing -3,086,888.98 -7,206,596.90
Net increase (+) / decrease (-) in liquid funds -7,520,635.82 -8,395,157.73
Liquid funds at beginning of the financial year 14,221,080.60 22,616,238.33
Liquid funds at end of the financial year 6,700,444.78 14,221,080.60
1 The comparative figures for 2024 have been adjusted from those published in the 2024 financial statements; see details in note 2.2.
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
74 Siili Solutions Plc – Annual report 2025
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 5 March 2026. 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. Notes on the presentation of the
financial statements
2.1 ACCOUNTING PRINCIPLES
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.
Service revenue is recognised in the period when the
service is delivered. License revenue is recognized
at a point in time or over time according to the
agreed transfer terms and any cancellation rights.
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
Income taxes include current taxes on the period’s
profit and prior-period adjustments. Deferred tax
assets are recognized for deductible losses when
sufficient future taxable income is probable.
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 5–10 years, straight-line
Tangible assets 35 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 term
deposits. Utilised overdraft facilities are presented in
current liabilities. Loans from financial institutions are
included in current and non-current liabilities. 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
75 Siili Solutions Plc – Annual report 2025
FINANCIAL STATEMENTS
Derivatives instruments
Derivatives contacts entered into for hedging
interest rate risk are measured at fair value and the
fair value change of these are recorded through
income statement in finance income or cost.
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.
General uncertainty, together with volatility arising from
macroeconomic and geopolitical factors, continues
to affect our customers’ investment decisions and,
consequently, to have a negative impact on Siili’s
business. According to management’s assessment, the
uncertainty caused by these factors will continue to affect
Siili’s business operations and growth opportunities also
during the current financial year. The company actively
monitors the situation and adapts its operations, including
by ensuring customer satisfaction and cost efficiency.
2.2 CORRECTION OF AN ERROR RELATING
TO PRIOR FINANCIAL YEARS
During the 2025 financial year, a material error was
identified in the accounting records that also affected
3. Notes to the income statement
3.1 BREAKDOWN OF REVENUE
BY MARKET AREA
EUR 2025 2024
Sales in Finland 61,889,526.44 66,563,849.72
Sales to abroad 3,650,712.03 4,050,677.80
Total 65,540,238.47 70,614,527.52
EUR 2025 2024
Revenue from projects based on
completion
1,307,485.12 985,262.82
% of revenue 2.0% 1.4%
3.2 OTHER OPERATING INCOME
EUR 2025 2024
Grants received 195,050.17 33,434.00
Other 0.00 10,042.10
Services to Group companies 87,481.83 219,714.86
Total 282,532.00 263,190.96
3.3 MATERIALS AND SERVICES
EUR 2025 2024
External services 27,126,520.93 29,921,129.46
Total 27,126,520.93 29,921,129.46
3.4 INFORMATION ON PERSONNEL
AND RELATED PARTIES
EUR 2025 2024
CEO’s salaries and
remuneration
1
313,400.05 249,696.00
Board of Directors’ salaries and
remuneration
168,300.00 170,348.00
Other salaries and remuneration 24,040,034.72 24,482,933.82
Pension expenses 4,250,709.39 4,203,982.82
Other personnel related
expenses
679,801.72 531,952.56
Total 29,452,245.88 29,638,913.20
1 The figure does not include payments made in company shares.
More detailed information is provided in Note 6.2 Related-party transactions.
2025 2024
Average number of personnel
350 372
3.5 DEPRECIATION, AMORTISATION
AND IMPAIRMENTS
EUR 2025 2024
Tangible assets
Machinery and equipment
112,286.82 125,351.37
Immaterial rights
Goodwill 57,525.40 485,806.95
Other intangible assets
408,704.33 323,192.51
Total 578,516.55 934,350.83
3.6 OTHER OPERATING EXPENSES
EUR 2025 2024
(restated)
Voluntary personnel-related
expenses
1
1,459,338.46 1,327,668.33
Travel expenses 289,116.86 303,070.03
Lease and vehicle expenses 1,527,432.81 1,601,468.98
IT expenses 3,039,322.54 2,915,564.47
Marketing, sales promotion and
communications expenses
646,431.33 730,591.14
Expert services 1,373,359.88 899,878.00
Service purchases from Group
companies
110,116.74 63,119.01
Other operating expenses 691,908.93 730,802.72
Total
1
9,137,027.55 8,572,162.68
1 The comparative figures for 2024 have been adjusted from those published in the 2024
financial statements; see details in note 2.2.
Audit fees (KPMG Oy Ab)
EUR 2025 2024
Audit fees 172,268.00 155,530.00
Statutory opinions 0.00 12,830.00
Tax services 0.00 0.00
Other services 62,575.00 90,000.00
Total 234,743.00 258,360.00
the prior financial years 2023–2024. The correction
relating to the prior financial years has been recorded
through equity. The comparative figures for 2024 have
been restated in these financial statements to ensure
comparability. The adjusted amounts are indicated in the
financial statements by footnotes. Further details on the
background and impacts of the correction are presented
in note 1 to the consolidated financial statements.
The correction of the error increased other operating
expenses in the 2024 income statement by EUR
137,656.73 and decreased income taxes by EUR
27,531.35. Consequently, the net impact on the profit
for the 2024 financial year is EUR -110,125.38. In the
statement of financial position, other receivables
decreased by EUR 331,041.40 as a result of the
correction, and deferred tax assets increased by EUR
66,208.28. The correction relating to 2023 was recorded
in the opening equity for 2024 and reduced retained
earnings by EUR 154,707.74. The combined effect of
the 2023–2024 corrections on retained earnings as
at the end of 2024 was therefore EUR -264,833.12.
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
76 Siili Solutions Plc – Annual report 2025
FINANCIAL STATEMENTS
3.8 APPROPRIATIONS
EUR 2025 2024
Group contribution paid 0.00 -2,362,000.00
Total 0.00 -2,362,000.00
3.9 INCOME TAXES
EUR 2025 2024
(restated)
Taxes for the period 0,00 -1,417.06
Change in deferred tax asset,
from loss for the period
1
209,336.23 27,531.35
Tax for previous financial years 0.00 0.00
Total
1
209,336.23 26,114.29
1 The comparative figures for 2024 have been adjusted from those published in the 2024
financial statements; see details in note 2.2.
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 2025 14,083,677.10 416,000.00 503,177.18 1,368,532.77 0.00 16,371,387.05
Additions 0.00 150,310.24 1,935.78 0.00 26,354.91 178,600.93
Disposals 0.00 0.00 0.00 0.00 0.00 0.00
Reclassifications 0.00 0.00 0.00 0.00 0.00 0.00
Acquisition cost 31 Dec 2025 14,083,677.10 566,310.24 505,112.96 1,368,532.77 26,354.91 16,549,987.98
Acc. amortisation 1 Jan 2025 -13,891,925.78 -166,400.00 -470,422.50 -349,418.65 0.00 -14,878,166.93
Disposals 0.00 0.00 0.00 0.00 0.00 0.00
Amortisation for the period -57,525.40 -100,448.72 -23,973.71 -284,281.90 0.00 -466,229.73
Acc. amortisation 31 Dec 2025 -13,949,451.18 -266,848.72 -494,396.21 -633,700.55 0.00 -15,344,396.66
Carrying amount 31 Dec 2025 134,225.92 299,461.52 10,716.75 734,832.22 26,354.91 1,205,591.32
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
3.7 FINANCIAL INCOME AND EXPENSES
EUR 2025 2024
Dividends from Group
companies
3,835,884.53 2,122,674.20
Interest income and other
financial income
57,620.48 209,900.23
Foreign exchange gains
54,084.22 12,180.32
Interest expenses on loans from
financial institutions
-178,560.56 -124,417.72
Other financial expenses
-225,692.45 -176,576.51
Foreign exchange losses
-62,020.04 0.00
Total 3,481,316.18 2,043,760.52
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
77 Siili Solutions Plc – Annual report 2025
FINANCIAL STATEMENTS
4.2 TANGIBLE ASSETS
EUR Machinery and equipment
Acquisition cost 1 Jan 2025 2,140,080.70
Additions 0.00
Disposals 0.00
Reclassifications 0.00
Acquisition cost 31 Dec 2025 2,140,080.70
Acc.depreciation 1 Jan 2025 -1,929,083.61
Disposals 0.00
Depreciation for the period -112,286.82
Acc. depreciation 31 Dec 2025 -2,041,370.43
Carrying amount 31 Dec 2025 98,710.27
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
4.3 INVESTMENTS
Shares in Group companies
EUR 2024 2023
Carrying amount 1 Jan 41,987,851.23 32,488,998.74
Increases in the period 6,896,837.23 9,500,659.76
Reclassifications 0.00 -1,807.27
Carrying amount 31 Dec 48,884,688.46 41,987,851.23
4.4 RECEIVABLES FROM GROUP COMPANIES
EUR 2025 2024
Trade receivables 587,773.81 565,461.20
Group cash-pool receivables 910,506.83 21,154.29
Dividend receivables 1,100,000.00 0.00
Total 2,598,280.64 586,615.49
4.5 CURRENT RECEIVABLES
Prepaid expenses and accrued income
EUR 2025 2024
(restated)
Receivables related to projects
based on completion
271,639.47 154,722.26
Other allocation of income 322,636.75 107,980.99
Derivatives receivables 0.00 21,720.00
Other accrued income and
prepaid expenses
1
43,809.02 707,512,54
Advances paid 1,322,988.71 1,461,952.00
Total
1
1,961,073.95 2,453,887.79
1 The comparative figures for 2024 have been adjusted from those published in the 2024
financial statements; see details in note 2.2.
Trade and other current receivables
EUR 2025 2024
Trade receivables 6,633,073.88 7,928,264.55
Credit loss allowance -407.27 0.00
Lease collateral receivables 56,025.64 58,177.46
Other short-term receivables 233.14 323.08
Total 6,688,925.39 7,986,765.09
4.6 CHANGES IN SHAREHOLDERS’ EQUITY
EUR 2025 2024
(restated)
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 27,467,910.53 27,451,385.22
Share subscriptions with stock options 0.00 16,525.31
Reserve for invested unrestricted equity 31 Dec 27,467,910.53 27,467,910.53
Treasury shares 1 Jan -461,413.59 -461,413.59
Acquisitions of treasury shares -205,808.66 0.00
Transfers of treasury shares 449,894.83 0.00
Treasury shares 31 Dec -217,327.42 -461,413.59
Retained earnings 1 Jan
1
8,577,893.08 9,168,056.30
Distribution of dividends -1,460,215.62 -2,109,200.34
Transfer to treasury shares -449,894.83 0.00
Retained earnings 31 Dec
1
6,667,782.63 7,058,855.96
Profit for the period
1
3,219,111.97 1,519,037.12
Total shareholders’ equity
1
37,237,477.71 35,684,390.02
1 The comparative figures for 2024 have been adjusted from those published in the 2024 financial statements; see details in note 2.2.
4.7 STATEMENT OF DISTRIBUTABLE FUNDS
EUR
2025 2024
(restated)
Reserve for invested unrestricted equity
27,467,910.53 27,467,910.53
Retained earnings
1
6,667,782.63 7,058,855.96
Profit for the period
1
3,219,111.97 1,519,037.12
Less capitalised development costs
-734,832.22 -1,019,114.12
Total distributable funds
1
36,619,972.91 35,026,689.49
1 The comparative figures for 2024 have been adjusted from those published in the 2024 financial statements; see details in note 2.2.
The Board of Directors proposes to the Annual General Meeting that a dividend
of EUR 0.07 (0.18) per share be paid for the financial period 2025.
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
78 Siili Solutions Plc – Annual report 2025
FINANCIAL STATEMENTS
4.8 INTEREST-BEARING LIABILITIES
EUR 2025 2024
Maturing in in the following the
financial year
2,091,567.86 2,513,678.57
Maturing during 1-5 years 4,650,944.69 3,716,679.42
Maturing later than 5 years 908,675.13 0.00
Total 7,651,187.68 6,230,357.99
Company pledges of EUR 23 million are placed
as collateral for loans and a credit line of EUR
2,500 thousand. At the end of financial years 2025
and 2024, the credit line was not utilised.
4.9 ADVANCES RECEIVED
EUR 2025 2024
Advance payments received
from projects based on
completion
22,517.68 111,260.04
Advance payments received,
other
242,816.89 755,736.43
Total 265,334.57 866,996.47
4.10 LIABILITIES TO GROUP COMPANIES
EUR 2025 2024
Trade payables 2,787,048.86 2,692,055.05
Group contribution liability 0.00 2,362,000.00
Group cash-pool liability 12,369,329.74 11,972,846.72
Total 15,156,378.60 17,026,901.77
4.11 TRADE AND OTHER PAYABLES
EUR 2025 2024
Trade payables 1,363,944.89 1,842,048.91
Withholding tax liabilities 588,151.82 578,537.23
VAT liabilities 1,257,566.97 1,488,118.40
Other short-term payables 37,845.59 31,356.98
Total 3,247,509.27 3,940,061.52
4.12 ACCRUED EXPENSES
EUR 2025 2024
Salary costs 57,687.58 57,662.30
Vacation pay and related social
costs
3,360,521.71 3,817,935.93
Social cost liabilities 558,008.66 602,043.29
Other accruals 879,153.54 780,276.40
Total 4,855,371.49 5,257,917.92
5. Other notes
5.1 COLLATERAL PROVIDED, COMMITMENTS AND OTHER GUARANTEES
Lease liabilities
EUR 2025 2024
Maturing in in the following the financial year 1,258,838.53 1,522,118.61
Maturing later 549,942.95 1,213,543.14
Total 1,808,781.48 2,735,661.75
Commitments provided
EUR 2025 2024
Lease collateral 56,025.64 86,500.55
Lease guarantees 45,167.87 314,427.03
Corporate cards 77,667.40 82,778.25
Total 178,860.91 483,705.83
Collateral
EUR 2025 2024
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
79 Siili Solutions Plc – Annual report 2025
FINANCIAL STATEMENTS
5.2 SHARE
Largest registered shareholders as at 31 Dec 2025
Number of shares %
Lamy Oy 1,301,267 15.99%
Keskinäinen Eläkevakuutusyhtiö Ilmarinen 613,350 7.53%
Danske Invest Suomi Osake 514,410 6.32%
Erina Oy 440,300 5.41%
Keskinäinen työeläkevakuutusyhtiö Varma 324,034 3.98%
OP-Suomi Pienyhtiöt 323,595 3.98%
Elo Keskinäinen Työeläkevakuutusyhtiö 253,000 3.11%
Sr Säästöpankki Pienyhtiöt 128,150 1.57%
Sr Säästöpankki Kotimaa 116,250 1.43%
Narvanto Kirsi Annuli 110,481 1.36%
Kurek Wojciech 88,013 1.08%
Sr Aktia Nordic Small Cap 58,250 0.72%
Sr eQ Pohjoismaat Pienyhtiö 45,600 0.56%
Järviseudun Peruna Oy 40,000 0.49%
Siljamäki Samuli Johannes 37,000 0.45%
Ilmoniemi Mika Kalervo 32,012 0.39%
Kabaja Konrad Daniel 31,802 0.39%
Oy Famkro Ab 30,762 0.38%
Toiviainen Yrjö Tapio 30,094 0.37%
Laitinen Saku-Mikko 23,124 0.28%
20 largest, total 4,541,494 55.79%
Nominee registered, total 1,038,032 12.75%
Other shareholders 2,529,039 31.07%
Outstanding shares, total 8,108,565 99.61%
Treasury shares held by Siili Solutions Plc 31,698 0.39%
Total number of shares 8,140,263 100.00%
Breakdown of shareholdings 31 Dec 2025
Number of shareholders % of shareholders
1–100 3,095 52.91%
101–1,000 2,272 38.84%
1,001–10,000 424 7.25%
10,001–100,000 48 0.82%
100,001–1,000,000 10 0.17%
1,000,001– 1 0.02%
Total 5,850 100%
Shareholders by sector 31 Dec 2025
Number of shareholders % of shareholders
Households 5,638 96.38%
Private companies 165 2.82%
Financial and insurance institutions 14 0.24%
Foreigners 13 0.22%
Non-profit institutions serving households 9 0.15%
Nominee registered 8 0.14%
Public sector organizations 3 0.05%
Total 5,850 100%
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) 6.76
Lowest price during the financial year (EUR) 4.32
Closing price at the end of the financial year (EUR) 4.63
Market capitalisation as at 31 December 2025 (EUR) 37,542,655.95
Trading volume 1 Jan–31 Dec 2025 (number of shares) 2,583,535
Average price 1 Jan–31 Dec 2025 (EUR) 5.40
Share turnover % of total number of shares 31.7%
Number of shares as at 31 December 2025 8,140,263
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
80 Siili Solutions Plc – Annual report 2025
FINANCIAL STATEMENTS
5.3 RELATED-PARTY TRANSACTIONS
Shareholdings of the members of the Board of Directors,
CEO and Management Team (number of shares)
2025 2024
Chief Executive Officer
1
16,998 5,880
Board of Directors
2
2,600 875
Management Team 16,738 4,785
Total 36,336 11,540
1 Tomi Pienimäki's controlled entity Greater Fool Oy held a total of 15,500 shares as at 31
December 2025, 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 2025, 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
81 Siili Solutions Plc – Annual report 2025
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, 5 March 2026
HARRY BRADE KATARINA CANTELL HENNA MÄKINEN
Chair of the Board of Directors Member of the Board Member of the Board
SEBASTIAN NYSTRÖM 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, 5 March 2026
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
82 Siili Solutions Plc – Annual report 2025
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, 2025. 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 groups 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.
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
83 Siili Solutions Plc – Annual report 2025
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 2025, the
group had EUR 33.8 million of goodwill and EUR 5.9
million of acquisition-related 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 groups disclosures in respect of revenue.
We have not identified other key audit matters relating to the parent company’s financial statements.
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
84 Siili Solutions Plc – Annual report 2025
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 groups 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 groups 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
85 Siili Solutions Plc – Annual report 2025
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 16 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.
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 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, we
conclude that there is a material misstatement of
the other information, we are required to report that
fact. We have nothing to report in this regard.
Helsinki, 5 March 2026
KPMG OY AB
Audit firm
Leenakaisa Winberg
Authorised Public Accountant, KHT
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
86 Siili Solutions Plc – Annual report 2025
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.–31.12.2025.
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); and
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).
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
requirement in the absence of requirements for the
tagging of sustainability information in 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.
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,
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, and for
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 STATEMENT
Preparing a group sustainability statement requires
a 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.
The determination of greenhouse gases is subject
to inherent uncertainty due to the incomplete
scientific data used to determine the emission
factors and the numerical values needed to
combine emissions of different gases.
When reporting forward-looking information in
accordance with ESRS standards, a company's
management is required to make assumptions
about possible future events, and to disclose the
company's possible future actions in relation to
those events, as well as to prepare the forward-
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87 Siili Solutions Plc – Annual report 2025
FINANCIAL STATEMENTS
looking information based on these assumptions.
Actual results are likely to differ because forecasted
events often do not occur as expected.
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 groups 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, among others, the following:
We interviewed the company’s management and
persons responsible for collecting and preparing
the information contained in the group sustainability
statement.
Regarding the double materiality assessment process,
we assessed the implementation of the process
carried out by the company and the information
disclosed on the double materiality assessment
process in relation to the requirements of the ESRS
standards.
Through interviews we gained understanding of the
key processes related to collecting and consolidating
the sustainability information.
We got acquainted with the internal guidelines and
operating principles relevant to the sustainability
information disclosed in the group sustainability
statement.
We got acquainted with the background
documentation and documents prepared by the
company, as applicable, and assessed whether
they support the information included in the group
sustainability statement.
We assessed the information disclosed on material
sustainability matters in the group sustainability
statement in relation to the requirements of the ESRS
standards.
In relation to the EU taxonomy information, we
gained understanding about the process by which
the company has defined taxonomy eligible and
taxonomy aligned activities, and assessed the
regulatory compliance of the information provided.
Helsinki, 5 March 2026
KPMG OY AB
Authorized Sustainability Audit Firm
Leenakaisa Winberg
Authorized Sustainability Auditor, KRT
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
88 Siili Solutions Plc – Annual report 2025
FINANCIAL STATEMENTS
Independent Auditor's Report on the ESEF Consolidated Financial Statements of Siili Solutions Plc
(Translation of the Finnish original)
To the Board of Directors
of Siili Solutions Plc
We have performed a reasonable assurance
engagement on the financial statements
7437003WYXJUSV27Q316-2025-12-31-1-fi.
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 31.12.2025.
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
7437003WYXJUSV27Q316-2025-12-31-1-fi.zip for the
financial year ended 31.12.2025 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 31.12.2025 has been
expressed in our auditor's report dated 5.3.2026.
With this report we do not express an opinion on
the audit of the consolidated financial statements
nor express another assurance conclusion.
Helsinki 12 March 2026
KPMG OY AB
Audit Firm
Leenakaisa Winberg
Authorised Public Accountant, KHT
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
89 Siili Solutions Plc – Annual report 2025
FINANCIAL STATEMENTS
Corporate Governance Statement 2025
Corporate
Governance
Statement 2025
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. 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 8 April 2025, 29 shareholders were
represented personally or by proxy, representing
4,817,494 shares and votes (approximately 59.18%
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 2025,
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 2025, the Shareholders’ Nomination Board of the
Company consisted of the following members:
Heikki Westerlund, Lamy Oy, (Chair)
Stian Runde, Protector Forsikring (as of 19 September
2025)
Ville Kivipelto, Danske Invest Suomi Osake (as of 19
September 2025)
Karoliina Lindroos, Ilmarinen Mutual Pension Insurance
Company (as of 19 September 2025)
Niko Syrjänen, Elo Mutual Pension Insurance
Company (until 19 September 2025)
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 two (2)
times in 2025, in addition to which it made written
resolutions. The average rate of attendance of the
members at Nomination Board meetings was 100%.
75% of the members in the Nomination Board are men.
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91 Siili Solutions Plc – Annual report 2025
GOVERNANCE
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
meeting and lasts until the closing of the following
Annual General Meeting. The Annual General Meeting
of 2025 elected five (5) members to the Board of
Directors. The members elected at the AGM were
the following: Harry Brade, Jesse Maula, Henna
Mäkinen, Katarina Cantell and Sebastian Nyström.
Board of Directors, 31 December 2025
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 2025.
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, IXI Eyewear 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: founder & CSO, Adalyon Oy
On the Board of Directors since 2024
Independent of the Company and its significant
shareholders
Number of shares: 0
Sebastian Nyström
B. 1974
Education: M.Sc.
Principal occupation: S-Group, SV, Non-food retil
On the Board of Directors since 2025
Independent of the Company and its significant
shareholders
Number of shares: 2 600
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 2025, 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 100%.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%
Jesse Maula 14/14 100%
Henna Mäkinen 14/14 100%
Katarina Cantell 14/14 100%
Sebastian Nyström
(as of 8 April 2025)
11/11 100%
Tero Ojanperä
(until 8 April 2025)
3/3 100%
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
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92 Siili Solutions Plc – Annual report 2025
GOVERNANCE
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 2025, the diversity principles
have been met. As of December 31, 2025, Siili’s Board
consisted of five (5) members. All Board members have
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 ten
years, while the shortest is less than one year. The ages
of the Board members range from 44 to 57 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 2025, 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 2025, 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 8 April 2025, the Board
of Directors elected Henna Mäkinen as the Chair
of the Audit Committee and Katarina Cantell, Jesse
Maula and Sebatian Nyström as its other members.
The Audit Committee convened five (5) times in 2025.
The average rate of attendance of the members in
the meetings of the Audit Committee was 100%.
Member
Attendance
per meeting
Attendance
(%)
Henna Mäkinen, Chair 5/5 100%
Jesse Maula 5/5 100%
Katarina Cantell 5/5 100%
Sebastian Nyström 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 four (4) members
until 8 April 2025 and three (3) members as of 8 April
2025. In its constitutive meeting on 8 April 2025,
the Board of Directors elected among its members
Harry Brade as the Chair of the HR Committee and
Katarina Cantell and Jesse Maula as its members.
REMUNERATIONSIILI IN BRIEF KEY FIGURES FINANCIAL STATEMENTS BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
93 Siili Solutions Plc – Annual report 2025
GOVERNANCE
The HR Committee convened four (4) times in 2025.
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 4/4 100%
Tero Ojanperä (until 8 April
2025)
1/1 100%
Jesse Maula
4/4 100%
Katarina Cantell
4/4 100%
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 2026 the Management Team,
including CEO, comprised of seven (7) members, five
(5) of which men (71.9%) and two (2) women (28.4%).
Tomi Pienimäki, CEO
B. 1973
Education: D.Sc (Tech.), M.Sc. (Econ.)
Number of shares: 21,380
Tuomas Toropainen, CFO
B. 1977
Education: BBA
Number of shares: 5,425
Taru Salo, CPO
B. 1980
Education: M.Sc. (Econ.)
Number of shares: 3,943
Marton Heves, CEO, Supercharge Kft
B. 1986
Education: M.Sc
Number of shares: 0
Maria Niiniharju, VP, Private Business
B. 1982
Education: Master of Business Administration (MBA)
Number of shares: 3,013
Markku Savusalo, VP, Digital Engineering
B. 1970
Education: BBA
Number of shares: 4,046
Jaakko Aatola, VP, Strategy & Partnerships
B. 1995
Education: M.Sc.
Number of shares: 311
REMUNERATIONSIILI IN BRIEF KEY FIGURES FINANCIAL STATEMENTS BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
94 Siili Solutions Plc – Annual report 2025
GOVERNANCE
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.
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.
REMUNERATIONSIILI IN BRIEF KEY FIGURES FINANCIAL STATEMENTS BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
95 Siili Solutions Plc – Annual report 2025
GOVERNANCE
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
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 8 April
205 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 2025 amounted to EUR 329 thousand for
statutory auditing and statements. No fees were paid 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
96 Siili Solutions Plc – Annual report 2025
GOVERNANCE
Remuneration report of the governing bodies 2025
Remuneration report
of the governing
bodies 2025
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 8 April 2025 of Siili
Solutions Plc (“Siili” or “Company”) was in favour of
the remuneration report 2024 presented. The board
of directors has prepared this report and reviewed
it in its meeting. This remuneration report will be
presented to the annual general meeting of 2026.
There were no deviations from the remuneration
policy nor any clawbacks of rewards. In 2025, the
Company complied with the remuneration policy
in the remuneration of the governing bodies.
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 2025. 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 2025 2024 2023 2022 2021
Total remuneration of the Chair of the Board 49.8 50.1 48.8 45.9 46.2
Total remuneration of the Deputy Chair of the Board 32.7 30.6 39.9 37.5 37.8
Average annual remuneration of a Board member
1
28.6 24.3 24.6 22.9 22.9
Total remuneration of the CEO 374 233 283 463 468
Average annual remuneration of an employee
2
62.8 59.2 58.6 58.5 61.3
Group revenue 108,076 111,899 122,702 118,334 99,282
Group EBITDA 4,812 8,010
3
12,107 14,928 12,018
1 Total annual remuneration of a Board member, including Committee fees.
2 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.
3 The figures for the comparison year have been adjusted in the 2025 financial statements.
Remuneration of the Board of
Directors for the financial year 2025
In accordance with the resolution of the
Company’s AGM of 8 April 2025, 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 2025, 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 2025
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 1,200 49,800
Tero Ojanperä (until 8 April 2025) 6,000 300 6,300
Jesse Maula 30,000 2,700 32,700
Henna Mäkinen 30,000 2,400 1,500 33,900
Katarina Cantell 24,000 2,700 26,700
Sebastian Nyström (as of 8 April 2025) 18,000 900 18,900
Total 168,300
GOVERNANCESIILI IN BRIEF KEY FIGURES FINANCIAL STATEMENTS BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
98 Siili Solutions Plc – Annual report 2025
REMUNERATION
Remuneration of the CEO
for the financial year 2025
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
2023–2025, 2024–2026 and 2025-2027).
In 2025, 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%), adjusted EBITA (weight 50%), and
strategic objectives (weight 20%) related to the average
hourly rate, the headcount and revenue of the Data & AI
teams, revenue from AI-assisted software development
projects, and employee satisfaction. Payment of the
incentive bonus is conditional upon the achievement
of the minimum target level for adjusted EBITA.
The minimum EBITA target of the CEO’s short-
term incentive scheme was not achieved in the
financial year 2025, and therefore no rewards under
the short-term incentive scheme were accrued for
2025. With respect to Group revenue, the realization
was 93.6% of the target level, 68.5% of the EBITA
target level and 93% for the strategic targets.
COMPONENTS OF VARIABLE REMUNERATION:
LONG-TERM SHARE REWARD SCHEME
IThe long-term share-based incentive plan 2023–2027
comprises three three-year earning periods: calendar
years 2023–2025, 2024–2026 and 2025–2027.
Participation in an earning period is conditional upon
the CEO holding shares in the company, and the CEO is
required to retain all shares received as a reward under
the plan for as long as his service agreement as CEO
remains in force. Payment of share rewards is based on
the Group’s operating profit (weighting 60%), revenue
(weighting 40%), and a multiplier linked to the total
shareholder return of Siili’s share. Any potential reward
is paid partly in company shares and partly in cash. The
cash portion is intended to cover taxes and tax-related
charges arising from the reward for the participant.
In addition, during the financial year 2025, the CEO
participated in a supplementary share plan established
in 2025. The plan includes one (1) commitment period
covering the years 2025–2027. Any potential rewards
will be paid after the end of the commitment period,
and payment of the reward is subject to the CEO’s
service agreement being in force at the time of payment.
As a reward for commitment, the company grants
the CEO, as gross compensation, two (2) additional
shares for every three (3) shares allocated to the plan.
A further condition for receiving the reward is that
the participant has acquired company shares within
the limits set by the Board of Directors. In 2025, the
CEO acquired a total of 3,140 company shares in
connection with the supplementary share plan.
No supplementary pension benefits have been
paid to the CEO. The CEO has not received any
other financial benefits, nor has he received
remuneration from other Group companies.
During the financial year 2025, no performance-
based reward accrued to the CEO under the long-
term share-based incentive plan. In 2025, the CEO
was paid a total of 7,101 company shares as a
performance reward for the 2022–2024 earning period
under the long-term incentive plan, in addition to a
cash payment of EUR 46,122.76 to cover taxes and
tax-related charges arising from the reward for the
participant. The performance metrics for the earning
period were revenue and EBITA. The revenue target
exceeded the target level by 4.7% and reached 59%
of the maximum level. EBITA exceeded the target level
by 4.9% and reached 35% of the maximum level.
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 2025:
Monthly
salaries,
EUR
Taxable fringe
benefits,
EUR
Performance-
based bonuses,
EUR
Other
remuneration,
EUR
Total,
EUR
Tomi Pienimäki
1
267,278 14,910 91,558
2
0 373,746
1 Remuneration presented in this table includes all components under the CEO contract.
2 Performance bonuses include the cash portion of EUR 46,122.76 paid under the long-term share-based incentive plan for the 2022–2024 earning period, as well as the taxable value of the
portion paid in shares (7,101 shares)
GOVERNANCESIILI IN BRIEF KEY FIGURES FINANCIAL STATEMENTS BOARD OF DIRECTORS AND MANAGEMENT TEAM INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
99 Siili Solutions Plc – Annual report 2025
REMUNERATION
Board of directors
The composition of the Board of Siili Solutions Plc and the members’ shareholdings are presented as at 31 December 2025.
During the financial year, Tero Ojanperä served as a member of the Board of Directors of Siili Solutions and
a member of the HR Committee until the Annual General Meeting on April 8, 2025.
Henna Mäkinen
b. 1981, LL.M, M.Sc. (Econ.)
Member of the Board
Chair of the Audit Committee
Principal occupation: IXI
Eyewear Oyj, CFO
Independent of the company
and its significant shareholders
Number of shares: 0
Harry Brade
b. 1969, M.Sc. (Tech.), MBA, CEFA
Chair of the Board of Directors
Chair of the HR Committee
Principal occupation: Lamy Ltd, CEO
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 2025.
Jesse Maula
b. 1976, M.Sc. (Soc.)
Vice Chair of the Board of Directors
Member of the Audit Committee
Member of the HR Committee
Principal occupation: Ecobio Oy, 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
Principal occupation: Adalyon Oy, CEO
Independent of the company
and its significant shareholders
Number of shares: 0
Sebastian Nyström
b. 1974, M.Sc.
Member of the Board
Member of the Audit Committee
Principal occupation: S-Group,
SVP, Non-food retail
Independent of the company
and its significant shareholders
Number of shares: 2,600
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES FINANCIAL STATEMENTS INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
100 Siili Solutions Plc – Annual report 2025
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 2025.
Tomi Pienimäki
b. 1973, D.Sc. (Tech.), M.Sc. (Econ.)
Chief Executive Officer
Number of shares: 16 998*
* In addition, Tomi Pienimäki’s controlled entity Greater Fool
Oy held a total of 15,500 shares as at 31 December 2025
Tuomas Toropainen
s. 1980, BBA
CFO
Number of shares: 5 425
Marton Heves
s. 1986, MSc
CEO, Supercharge Zrt.
Number of shares: 0
Maria Niiniharju
s. 1982, Master of Business
Administration (MBA)
VP, AI Strategy & Transformation
Number of shares: 3 013
Jaakko Aatola
s. 1995, M.Sc.
VP, Strategy & Partnerships
Number of shares: 311
Markku Savusalo
s. 1970, BBA
VP, Digital Engineering
Number of shares: 4 046
Taru Salo
s. 1980, M.Sc. (Econ)
CPO
Number of shares: 3 943
During the financial year, Tuomas Toropainen assumed the position of CFO as a member of the Management Team on 1 September 2025. In
addition, as of 15 September 2025, Markku Savusalo, Jaakko Aatola, and Marton Heves joined the Management Team. Former CFO Aleksi Kankainen
stepped down from the Executive Management Team in August, and former CEO of Supercharge Zrt. Andras Tessenyi in September.
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES FINANCIAL STATEMENTS INFORMATION FOR SHAREHOLDERSBOARD OF DIRECTORS' REPORT
101 Siili Solutions Plc – Annual report 2025
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 Wednesday
8 April 2026 at 2:00 pm in the event venue Eliel at
Sanomatalo, Töölönlahdenkatu 2, 00100 Helsinki, Finland.
Shareholders registered on 25 March 2026
(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 12
February 2026 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 30 March 2026 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 13
February 2026 at 10:00 am and 30 March
2026 at 16:00 pm in the following ways:
a) Through the company website
using the service available at
https://sijoittajille.siili.com/en/general-meeting2026.
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-meeting2026.
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. 25 March
2026. 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 1 April 2026 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 0.07 per
share be paid from the company’s distributable
funds on the adopted balance sheet for the financial
year 2025, totalling approximately EUR 0.57 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 2026. The Board proposes
that the dividend be paid on 17 April 2026.
INVESTOR RELATIONS
Tomi Pienimäki, CEO
Tel. +358 40 834 1399
Email: tomi.pienimaki@siili.com
Tuomas Toropainen, CFO
Tel. +358 50 911 9598
Email: tuomas.toropainen@siili.com
Taru Kovanen, General Counsel
Tel. +358 40 417 6221
Email: taru.kovanen@siili.com
Anna Eskelinen, Head of Communications
Tel. +358 40 509 2750
Email: anna.eskelinen@siili.com
Financial calendar for 2026
The Annual General Meeting
will be held on 8 April 2026.
The business review for 1 January–31 March 2026
will be published on 28 April 2026.
The half-year report for 1 January–30 June 2026
will be published on 11 August 2026.
The business review for 1 January–30 September 2026
will be published on 28 October 2026.
GOVERNANCE REMUNERATIONSIILI IN BRIEF KEY FIGURES FINANCIAL STATEMENTS BOARD OF DIRECTORS AND MANAGEMENT TEAMBOARD OF DIRECTORS' REPORT
102 Siili Solutions Plc – Annual report 2025
INFORMATION FOR SHAREHOLDERS