Proposals of the Shareholders’ Nomination Board of Siili Solutions Plc to the AGM 2026 Siili Solutions Plc Stock Exchange Release 11 December 2025 at 16:00 EET The Annual General Meeting of Siili Solutions Plc is planned to be held on 8 April 2026. The Shareholders’ Nomination Board of Siili Solutions Plc proposes to the Annual General Meeting that the AGM decide on the composition and remuneration of the Company’s Board of Directors as follows: Decision on the number of members of the Board of DirectorsThe ...

Core Viewpoint - Siili Solutions Plc has lowered its financial guidance for 2025 adjusted EBITA, now expecting it to be between EUR 3.9-4.5 million, down from the previous guidance of EUR 4.7-7.7 million, while the revenue guidance remains unchanged at EUR 108-130 million [1][4]. Financial Guidance - The new outlook for 2025 includes expected revenue of EUR 108-130 million and adjusted EBITA of EUR 3.9-4.5 million [3]. - The previous outlook for 2025 anticipated revenue of EUR 108-130 million and adjusted EBITA of EUR 4.7-7.7 million [4]. Sales Performance - During the autumn, Siili's sales have developed positively; however, some customers have postponed their investment decisions until next year, which will significantly impact the adjusted EBITA for 2025 [2]. Company Overview - Siili Solutions Plc is recognized as a leader in AI-powered digital development, serving clients in Finland, the Netherlands, the United Kingdom, and Germany, and is listed on the Nasdaq Helsinki Stock Exchange [5].

Core Points - Elo Mutual Pension Insurance Company's holding in Siili Solutions Plc has decreased to 4.18% of the share capital as of 23 October 2025, falling below the 5% threshold due to share transactions [2] - The previous holding was reported at 5.55%, indicating a reduction in their stake [2] - The total number of shares and voting rights held by Elo Mutual Pension Insurance Company is now 340,384 [2] Company Overview - Siili Solutions Plc specializes in AI-powered digital development and aims to assist clients in achieving growth, efficiency, and competitive advantage through digital transformation [3] - The company operates primarily in Finland, the Netherlands, the United Kingdom, and Germany [3] - Siili Solutions Plc has been profitable since its establishment in 2005 and is listed on the Nasdaq Helsinki Stock Exchange [3]

Financial Reporting Schedule - Siili Solutions Plc will publish its financial statement bulletin for 2025 on 11 February 2026 [4] - The annual report for 2025, including a sustainability report in accordance with CSRD, will be released in week 11 of 2026 [4] - A business review for January-March 2026 is scheduled for 28 April 2026 [4] - The half-yearly report for January-June 2026 will be published on 11 August 2026 [4] - A business review for January-September 2026 is set for 28 October 2026 [4] Annual General Meeting - The annual general meeting of Siili Solutions Plc is planned for 8 April 2026 in Helsinki, Finland [2] Company Overview - Siili Solutions Plc is a leader in AI-powered digital development, focusing on helping clients achieve growth, efficiency, and competitive advantage through digital transformation [3] - The main markets for Siili Solutions are Finland, the Netherlands, the United Kingdom, and Germany [3] - Siili Solutions Plc has been profitably growing since its establishment in 2005 and is listed on the Nasdaq Helsinki Stock Exchange [3]

Group 1 - The Shareholders' Nomination Board of Siili Solutions Plc consists of five members, including four representatives from the largest shareholders and the Chair of the Board of Directors as an expert member [1][2] - The Nomination Board is responsible for preparing proposals for the Annual General Meeting regarding the number of directors, candidates, and their remuneration [2] - Heikki Westerlund was elected as the Chair of the Shareholders' Nomination Board during its organizing meeting on 19 September 2025 [2][5] Group 2 - The Nomination Board will submit its proposals concerning the Annual General Meeting to the Board of Directors by 31 January 2026 [3] - Siili Solutions Plc specializes in AI-powered digital development and aims to assist clients in achieving growth and competitive advantage through digital transformation [4] - The company operates primarily in Finland, the Netherlands, the United Kingdom, and Germany, and has been profitably growing since its establishment in 2005 [4]

Core Viewpoint - Siili Solutions Plc is undergoing a management change with the departure of CFO Aleksi Kankainen and the appointment of Tuomas Toropainen as the new CFO, effective September 1, 2025. This transition is expected to support the company's growth and AI strategy implementation [1][5]. Management Changes - Aleksi Kankainen, the current CFO, will leave Siili Solutions at the end of August 2025 after contributing significantly to the company's growth and international expansion [1][3]. - Tuomas Toropainen has been appointed as the new CFO, bringing extensive experience from previous roles in international technology companies, including Nordcloud [1][2]. Leadership Insights - CEO Tomi Pienimäki expressed gratitude towards Aleksi Kankainen for his contributions and highlighted the importance of his financial expertise in the company's strategic progress [3]. - Pienimäki also welcomed Tuomas Toropainen, emphasizing his strong international experience in financial leadership and understanding of the technology sector, which are crucial for advancing Siili's AI strategy and growth [5]. Company Overview - Siili Solutions Plc is recognized as a leader in AI-powered digital development, focusing on helping clients achieve growth and competitive advantage through digital transformation. The company operates primarily in Finland, the Netherlands, the United Kingdom, and Germany [6].

Core Viewpoint - Siili Solutions Plc has successfully completed its share repurchase programme aimed at acquiring shares to meet obligations from long-term share-based incentive schemes [1][2]. Group 1: Share Repurchase Programme Details - The share repurchase programme was announced on 26 May 2025 and commenced on 2 June 2025, concluding on 17 July 2025 [1][2]. - A total of 31,000 shares were repurchased, which is approximately 0.38 percent of the company's total shares, at an average price of EUR 6.38, resulting in a total expenditure of approximately EUR 197,809 [2]. - After the completion of the programme, Siili Solutions holds a total of 31,698 own shares, representing approximately 0.39 percent of the total number of shares in the company [3]. Group 2: Company Overview - Siili Solutions Plc specializes in AI-powered digital development and serves as a partner for clients seeking growth and competitive advantage through digital transformation [4]. - The company operates primarily in Finland, the Netherlands, the United Kingdom, and Germany, and has shown profitable growth since its establishment in 2005 [4].

Core Viewpoint - Siili Solutions Plc has announced a share buyback program, authorized by the Annual General Meeting, allowing the repurchase of up to 31,000 shares, which is approximately 0.38% of the total shares outstanding [1][5]. Summary by Sections Share Buyback Details - The maximum total consideration for the repurchase is approximately 193,000 euros based on the closing price prior to the announcement [2]. - Currently, the company holds 689 of its own shares, and the repurchases will be executed using the company's distributable equity [2]. Execution and Regulations - The repurchases will be conducted in compliance with the Market Abuse Regulation (EU) No 596/2014 and the Commission Delegated Regulation (EU) 2016/1052 [3]. - Nordea has been appointed to execute the repurchases, adhering to applicable price and volume limits [3]. - The buyback program will commence no earlier than June 1, 2025, and conclude no later than July 31, 2025 [3]. Shareholder Impact and Purpose - The repurchases will not be executed in proportion to shareholders' holdings, and the repurchased shares are intended for use in the company's share-based incentive plans [4]. - The Board of Directors has the authority to decide on the repurchase of up to 814,000 shares, valid until the next Annual General Meeting or until June 30, 2026, whichever comes first [5]. Company Overview - Siili Solutions Plc specializes in AI-powered digital development and serves clients in Finland, the Netherlands, the United Kingdom, and Germany [6]. - The company has experienced profitable growth since its establishment in 2005 and is listed on the Nasdaq Helsinki Stock Exchange [6].

Group 1 - Siili Solutions Plc conveyed a total of 27,256 treasury shares to key employees as part of the Performance Share Plan 2022 – 2024 [1] - The directed share issue was authorized by the Annual General Meeting held on 3 April 2024, resulting in the current number of treasury shares being 698 [2] - Siili Solutions Plc is recognized as a leader in AI-powered digital development, focusing on helping clients achieve growth and efficiency through digital transformation [3] Group 2 - The main markets for Siili Solutions Plc include Finland, the Netherlands, the United Kingdom, and Germany [3] - Siili Solutions Plc has experienced profitable growth since its establishment in 2005 [3]

Core Points - Siili Solutions Plc has issued stock options as part of an employee share savings plan, with over 80 employees participating in the eighth plan period [1] - The share subscription price for the stock options 2025A is set at 6.09 euros per share, based on the trade volume weighted average price from March 2025 [2] - A total of 50,000 stock options 2025A have been issued, with a theoretical market value of approximately 1.41 euros per option, totaling around 70,500 euros [3] Summary by Sections Stock Options Issuance - The Board of Directors resolved to issue stock options to employees, authorized by the Annual General Meeting held on April 3, 2024 [1] - The stock options are part of an employee share savings plan, allowing employees to purchase company shares with their savings [1] Subscription Price and Terms - The share subscription price for stock options 2025A is determined to be 6.09 euros per share, with dividends and equity repayments deducted from this price [2] - The subscription period for these stock options is set between August 1, 2027, and August 1, 2028 [2] Market Value of Stock Options - The theoretical market value of one stock option 2025A is approximately 1.41 euros, calculated using the Black–Scholes-Merton model [3] - Key input factors for the valuation include a share price of 5.90 euros, a risk-free interest rate of 2.21%, and a volatility of 30.90% [3]