Annual Report 2023
2
SIILI IN BRIEF
Siili in brief 3
CEO’s review 4
Siili’s strategy 5
Year of Siili and artificial intelligence 6
BOARD OF DIRECTORS’ REPORT AND KEY FIGURES
Board of Directors’ report 7
Group key figures 15
Alternative performance measures 15
Calculation formulas for the key figures 16
CONSOLIDATED FINANCIAL STATEMENTS, IFRS
Consolidated income statement
and statement of comprehensive income 17
Consolidated statement of financial position 17
Consolidated cash flow statement 19
Consolidated statement of changes in equity 20
Notes to the consolidated financial statements 21
1. Basic information on the Group 21
2. Financial result 23
2.1 Revenue 23
2.2 Materials and services 24
2.3 Employee benefit expenses 24
2.4 Share-based payments 25
2.5 Other operating income and expenses 26
2.6 Financial income and expenses 26
2.7 Income taxes 27
2.8 Earnings per share 28
3. Investments and acquisitions 28
3.1 Goodwill and intangible assets 28
3.2 Impairment testing 30
3.3 Property, plant and equipment 31
3.4 Leases 32
3.5 Acquired businesses 33
4. Working capital 34
4.1 Trade and other receivables 34
4.2 Trade and other payables 34
4.3 Provisions 34
5. Capital structure 35
5.1 Equity 35
5.2 Financial risk management 36
5.3 Fair values of financial assets and liabilities 38
5.4 Other investments and non-current assets 39
5.5 Liquid funds 39
5.6 Financial liabilities and other interest-bearing liabilities 40
6. Other notes 41
6.1 Subsidiaries 41
6.2 Associated company 41
6.3 Related party transactions 41
6.4 Commitments and contingent assets 42
6.5 Material events after the balance sheet date 42
PARENT COMPANY’S FINANCIAL STATEMENTS, FAS
Parent company’s income statement 43
Parent company’s statement of financial position 44
Parent company’s cash flow statement 45
Notes to the parent company’s financial statements 46
Signatures 52
Auditor’s report 53
Independent auditor’s assurance report on
Siili Solutions Plc’s ESEF financial statements 56
Board of Directors 57
Management Team 58
Information for shareholders 59
The Remuneration Report of the governing bodies and the
Corporate Governance Statement of Siili Solutions Plc for the
year 2023 were published on 8 March 2024 separately from this
Annual Report, and they are available on the company website at
www.sijoittajille.siili.com/en.
Contents
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/ SIILI IN BRIEF / BOARD OF DIRECTORS’ REPORT / KEY FIGURES / FINANCIAL STATEMENTS / BOARD OF DIRECTORS AND MANAGEMENT TEAM / INFORMATION FOR SHAREHOLDERS
Siili serves its customers end-to-end in the planning, development,
and maintenance of demanding digital services. We take our
customer projects beyond the drawing board, all the way from
idea to technical implementation.
We are an international enterprise with more than 1,000 experts
working for us and supported by an extensive network of
subcontractors. We give our customers the flexibility to choose
– we can deliver complete solutions or offer Siili’s expert team to
supplement the customer’s own organisation.
Siili’s competitive advantages include reliable delivery and
the most experienced experts on the market, to which our
longstanding customer relationships stand testimony. What our
customers value in particular is that we keep our promises, and
working with us is easy thanks to our problem-solving capabilities
and high quality of deliverables.
Siili has offices in Finland, Germany, Poland, Hungary, the
Netherlands, the UK, and the USA. Our customers primarily
comprise major corporations and organisations operating in the
public and private sectors, specifically in the financial, service, and
industrial sectors. Siili has grown profitably since it was founded
in 2005. Siili shares are listed on Nasdaq Helsinki Ltd.
Siili in brief
In 2023, the share of
international business was
27%
EBITA in 2023 Siili offices
8.4
In 2023, we employed
1,026
experts
Finland
Helsinki
Tampere
Turku
Lappeenranta
Jyväskylä
Oulu
Kuopio
Seinäjoki
Joensuu
Europe
London
Amsterdam
Berlin
Stuttgart
Vienna
Budapest
Szczecin
Wroclaw
North America
New York
Detroit
Revenue, EUR million
Sales in
Finland
Sales to
abroad
2023
122.7
2022
118.3
2021
99.2
2020
83.3
MEUR
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2023 was a challenging year for Siili
and the sector as a whole. The rapid
deterioration of market conditions in
the second quarter, higher cost level
due to inflation and increased price
competition affected both growth and
profitability. Our revenue for the full year
grew to approximately EUR 123 million,
representing a growth of 4%.
Due to the slowing down of revenue growth, we focused on
securing our profitability in the challenging market situation. Thanks
to actions taken to improve cost efficiency, EBIT came in at about
EUR 8.4 million or 7% of revenue. This was the third-highest EBIT
in Siili’s history and a reasonable outcome in these circumstances.
Improving cost efficiency remains a key objective for us going
forward, too.
Business conditions weakened in all of Siili’s main markets. Hence,
the rate of growth of the international business slowed down, but
we can be quite satisfied with the 10% growth achieved in this
area. The share of international revenue grew to almost 27% from
about 25% a year earlier.
We proceed in line with our strategy
Despite the challenges posed by the operating environment, last
year also saw many successes. At the beginning of 2023, we
moved to an organisation model based on customer sectors in line
with our strategy. The objective of the change was a more agile and
customer-driven way of operation, growth, continuous competence
development and stronger synergy between different units. Now,
about a year after the change, we can state that our understanding
of our clients’ business has deepened significantly thanks to the
sectoral focus, and therefore the result was successful.
The National Land Survey of Finland chose us as their partner for
expert services in the development and maintenance of information
systems. We were successful in the Tax Administration’s extensive
tender and got selected as one of the suppliers for a contract
period spanning across six years. We also concluded a significant
contract with the Food Authority, and our cooperation will continue
for the next five years.
In addition, we made good progress in the development of our
competencies and offering for the banking and insurance sector.
We strengthened our sales team with several new appointments
and closed many new partnership agreements with technology
suppliers within the sector. The development is also evident in
improved appreciation among our clients. In our commissioned
client survey, we were applauded in particular for our regulatory
and sectoral expertise in banking.
Our design expertise was acknowledged when our joint ‘Nemo’
project with Fintraffic received the prestigious Service Design
Award at a ceremony in Berlin – the highest honours in the service
design industry. Once completed, Nemo is set to become a
nationally centralised Single Window service for maritime traffic
declarations.
During the first quarter of the year, our personnel worked out our
own company-specific collective agreement for Siili. All in all, the
planning process involved over 100 of our employees. Due to its
diverse and extensive project team, the agreement strongly reflects
values that are important for Siili and its people-oriented culture.
Last year, we arranged several value workshops, where we defined,
together with our employees, the core values of our company:
ambition, joy, humanity and responsibility. Going forward, these
values will guide us all in our daily work and decision making at Siili.
Despite the more challenging times, we will hold onto Siili’s people-
oriented culture and we want to continue to be one of the most
attractive employers in the sector.
AI expertise becomes central in Siili’s strategy
The past year brought the potential of AI in our sector widely into
public awareness. AI-assisted development offers an abundance
of new opportunities for both our clients and employees. Just
as before, when technology evolves, we are going to be in the
forefront utilising artificial intelligence for the benefit of our clients.
The utilisation of AI in Siili’s client projects will increase significantly,
and the change has been even faster than expected. Siili’s leading
position as an applier of AI in digital development will be an
essential part of Siili’s strategy going forward.
We have embarked on 2024 optimistically although the market
situation appears to remain challenging for the time being. In the
long term, we expect the demand for digital development services
to stay strong. I would like to thank all our stakeholders, especially
the entire Siili community and our clients, for the year 2023.
There were challenges too, but we cleared them together. I am
looking forward to what 2024 will bring, particularly in terms of AI
application potential. We are living in the midst of a very interesting
technological transition, and Siili is in an outstanding position to
take an advantage of the growth opportunities.
Tomi Pienimäki
toimitusjohtaja
Siili Solutions Oyj
CEO’s review
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/ SIILI IN BRIEF / BOARD OF DIRECTORS’ REPORT / KEY FIGURES / FINANCIAL STATEMENTS / BOARD OF DIRECTORS AND MANAGEMENT TEAM / INFORMATION FOR SHAREHOLDERS
We strive for growth by serving our clients extensively in designing,
developing and maintaining demanding digital services.
Our clients continue to pursue the goal of digitalisation of their operations,
aiming for growth, operational efficiency and a better customer and
user experience. During 2023, a new dimension was introduced to the
development of digital services – the importance of artificial intelligence
in Siili’s customer projects is increasing, and this evolution has been even
faster than expected. Our strategy is to stay at the forefront of technological
development – therefore the application and utilisation of AI for our clients’
benefit will become central in our operations.
Going forward, we will continue to strengthen our growth goals through
business acquisitions, both domestically and internationally. We will also
emphasise the development of our areas of competence and growing
the business in selected sectors. In addition, we will continue to focus
on strengthening our international delivery capability and growing our
international spearhead operations.
STRATEGIC OBJECTIVES:
— Accelerated growth in international business
— Deeper customer relations to maintain high customer loyalty
— Creating the best working community to sustain the professional
development and growth of our top experts
LONG-TERM FINANCIAL GOALS: On 11 May 2022, we published our long-
term financial goals for 2023–2026. Our goal is 20 percent annual growth
in revenue, of which organic growth accounts for about half, and 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: Siili seeks growth in Finland through deeper
customer relationships, industry focus and a wider service offering.
AI-assisted development opens extensive opportunities both for our clients
and employees. We will continue to stay at the forefront of technology and
utilise artificial intelligence actively with our clients, like we have already
been doing. At the same time, we keep scaling Siili’s other international
business in Europe and the United States together with our subsidiary
Supercharge.
Make
digital
visions
real
CORE VALUES
Ambition
Joy
Humanity
Responsibility
1. Profitable,
customer-driven growth
We build deeper customer partnerships, maintain
excellent customer experience and focus on the
development of growing customer segments and
services that support our core business.
3. Best delivery quality
of digital services in the
industry
We develop our delivery models and process
on an ongoing basis to ensure high customer
satisfaction, and we ensure the profitability of
deliveries by investing in management as well as
tools and methods.
2. Excellent
employee experience
We focus on the development of our experts’
competencies through learning communities,
support growth by scalable recruitment models,
and strengthen Siili’s culture and employee
experience by developing the means to engage
the personnel.
4. Growing delivery
capacity and spearhead
business functions
We expand our spearhead operations and
operating capacity in Poland and other nearby
areas. We continue business acquisitions in
Finland as well as internationally to expand our
expertise and business, and seek synergies across
different Group companies.
Siili’s strategy
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Year of Siili and artificial intelligence
AI caused a big awakening in 2023.
For our clients, it meant first and foremost
a business transformation, not just tools
or data. We believe that combining our
wide sectoral expertise with opportunities
created by AI is a key we can use to open
new doors for our clients in the future.
Several steps of progress were taken in
2023 that will lead us further on this journey
towards deeper customer understanding.
ESL Shipping: optimisation
of vessel capacity by AI
In 2023, the winds of AI change blew
particularly in maritime traffic. Thanks
to a Smart Fleet Optimizer solution,
the shipowner is able to utilise its vessel
capacity as effectively as possible and
create environmental benefits by cargo
optimisation. An AI based algorithm provides
an entirely new type of solution for a complex
and significant challenge in cargo shipping.
Siili Maritime created an intelligent fleet
optimisation system for ESL Shipping,
among others.
“We are looking for partners we can trust
and that have sector-specific expertise.
Siili Maritime has top-notch data analysts,
but, first and foremost, an understanding of
our business logic – the Siili team facilitated
the change with flying colours.”
Kirsi Ylärinne
Operations & Environmental Director
ESL Shipping
AI is present
in dozens of projects
In addition to many traditional AI projects,
we put particular effort in 2023 to
identifying new opportunities emerging
from generative AI for our clients’
business. We implemented 10 different
generative AI use cases, among other
things, in the field of customer service,
process development and entertainment.
In addition, we utilised AI-assisted
development in 20 separate software
development projects.
Generative AI certificate
for all employees
We launched a training programme on
AI skills with the aim of educating all
Siili employees to an advanced level
in generative AI by the end of the first
quarter of 2024. The programme will
continue with follow-up training in the
second quarter.
Test: artificial intelligence
versus tradition
Is AI really useful in software development?
We tested how traditional software
development performs against the same
assignment performed with AI logic, operating
models and tools. By carrying out this test,
we gathered valuable insights into what can
be achieved by artificial intelligence and which
aspects of traditional software developments
should still be retained.
Learn more about the test and its results
here:www.siili.com/stories/ai-assisted-
software-development-vs-the-traditional-way
Appointment
of Head of Data & AI
Entirely new business concepts and
competitive edge in an evolving world
situation – the opportunities of AI are limitless.
To build on this, we appointed Sami Urpila
to a new role to be in charge of data and
artificial intelligence. This appointment shows
our commitment to AI-assisted projects and
development in cooperation with our clients.
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Board of Directors’ report
REVENUE
Revenue grew by 3.7% (19.2%) from the comparison period to
EUR 122,702 (118,334) thousand. The organic revenue growth
was 0.1%. Revenue for the second half of the year declined by
3.4% to EUR 57,414 (59,459) thousand. Organic revenue growth
for July–December was correspondingly -5.5% year on year. The
share of international operations of the revenue for the financial
year was 26.7% (25.2%) and for the second half of the year 27.7%
(26.5%). Revenue growth slowed down throughout the Group
during the financial year as demand dampened due to the rapid
change in market conditions.
PROFITABILITY
The adjusted operating profit (EBITA) for the financial year
was EUR 8,409 thousand, representing a decline of EUR 3,220
thousand year on year. The Group’s profitability decreased during
the period, and EBITA was 6.9% (9.8%) of revenue. EBITA for the
second half of the year was 5.9% (8.7%) of revenue. The decline
in profitability was mainly driven by the slowdown in revenue
growth due to the change in market conditions, higher personnel
costs and intensified price competition. Several actions were
launched within the company to secure the level of profitability
in the second half of the year.
Subcontracting expenses from the use of external services
totalled EUR 26,215 (26,439) thousand or 21.4% (22.3%) of
revenue. The use of subcontracting decreased somewhat in the
second half of the year from the comparison period. Personnel
costs grew during the year to EUR 72,180 (66,094) thousand and
amounted to 58.8% (55.8%) of revenue. The increase in personnel
costs was driven by the higher cost level due to wage inflation
and growth in the average number of employees. During the
financial year, the Group had 1,026 (965) employees on average
and 1,007 (1,045) at the end of the year.
Other operating expenses amounted to EUR 12,645 (11,170)
thousand or 10.3% (9.4%) of revenue. The growth in other
operating expenses from the comparison period was mainly due
to growth in IT expenses and a one-time credit loss.
Adjusted EBITA for the financial year was EUR 8,742 thousand
or 7.1% of revenue. The adjustment items totalled EUR 333
thousand, and they consisted of one-time costs arising from the
change negotiations and a credit loss. The calculation of adjusted
EBITA is shown under Calculation formulas for the key figures.
The Group’s operating profit (EBIT) for the financial year was
EUR 6,909 (10,149) thousand or 5.6% of revenue. Net financial
expenses for the financial year totalled EUR 1,373 (4,636)
thousand. The profit for the period before taxes was EUR 5,536
(5,427) thousand, and earnings per share were EUR 0.61 (0.49).
FINANCING AND CAPITAL EXPENDITURE
The Group’s statement of financial position totalled EUR 100,170
(106,063) thousand at the end of the financial year. The Group’s
equity ratio was 42.6% (38.7%), return on investment (ROI) was
10.7% (15.5%), and the net debt to EBITDA ratio was 0.30 (0.12).
The Group’s cash flow from operations was EUR 7,489 (14,481)
thousand, representing a decrease of 48.3% year on year. Cash
flow from operations was reduced by weaker EBITDA than in the
comparison period and higher net working capital. Cash flow from
operations in the second half of the year was also lower than in
the comparison period, decreasing by 46%.
Cash flow from investing activities for the financial year was EUR
-5,409 (-5,342) thousand, including a contingent consideration
of EUR 2,933 thousand paid for the acquisition of Haallas Finland
Oy and the consideration of EUR 1,093 thousand paid to non-
controlling shareholders for an additional stake in Vala Group Oy.
In addition, the cash flow from investing activities included EUR
1,279 thousand of normal capital expenditure.
Cash flow from financing activities in the financial year amounted
to EUR -9,254 (6,752) thousand. During the financial year, the
company repaid EUR 2,518 thousand of its bank loans. The
shareholders of Siili Solutions Plc were paid a dividend of EUR
1,622 thousand, and the non-controlling shareholders of Vala
Group Oy and Supercharge Kft were paid EUR 1,270 thousand. In
addition, Siili Solutions Plc repurchased its own shares with EUR
495 thousand during the financial year.
At the end of the financial year, the Group’s cash and cash
equivalents totalled EUR 29,022 (36,315) thousand, in addition
to which the Group had unused credit facilities of EUR 2,500
thousand. The Group’s interest-bearing bank loans at the end of
the financial year amounted to EUR 8,743 (11,256) thousand.
ACQUISITIONS AND CHANGES IN GROUP STRUCTURE
In April 2023, Siili Solutions Plc acquired the software business of
Talentree Oy based in the city of Kuopio. For Siili, the transaction
marks a territorial expansion to the city of Kuopio and an addition
of 11 new professionals to its software development capabilities.
Siili’s objective is to make its Kuopio office one of the city’s most
attractive workplaces in the IT sector. The business acquisition had
no material impact on Siili Group’s figures for the financial year.
Siili Solutions Plc founded a subsidiary focusing on AI-assisted
software development, Siili Spaiks Ltd.
EMPLOYEES, MANAGEMENT AND GOVERNANCE
The number of employees at the end of the financial year was
1,007 (1,045), which marks a decrease of 38 (+160) people, or
-3.6% (+18.1%), from the end of the previous year. The average
number of employees during the period was 1,026 (965).
At the end of the financial period, Siili’s Management Team
consisted of the following members: Tomi Pienimäki (CEO),
Aleksi Kankainen (CFO), Kenneth Lindfors (CCO), Kari Pirttikangas
(COO), Taru Salo (CPO) and Andras Tessenyi (CEO, Supercharge).
Andras Tessenyi became a member of the Management Team on
1 March 2023.
The Annual General Meeting of 30 March 2023 confirmed the
number of members of the Board of Directors as five (5). Harry
Brade, Anu Nissinen, Kati Hagros, Tero Ojanperä and Jesse Maula
were re-elected as Board members. Harry Brade was elected
as Chair of the Board and Anu Nissinen as Deputy Chair at the
constitutive meeting of the Board of Directors, held immediately
after the Annual General Meeting. Three members were elected
to the Board of Directors’ HR Committee: Harry Brade (Chair), Anu
Nissinen and Tero Ojanperä. Anu Nissinen (Chair), Kati Hagros
and Jesse Maula were elected to the Audit Committee.
The company’s accounts are audited by KPMG Oy Ab (Business
ID: 1805485-9), Authorised Public Accountants, with Leenakaisa
Winberg, APA, as the responsible auditor.
SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR
Profit warning and new financial guidance for 2023
The company issued a profit warning on 13 July 2023 and lowered
its guidance for revenue and EBITA for 2023.
The company intensified and increased actions to boost sales
and improve cost efficiency. Among other things, the company
completed change negotiations in August–September and October
2023. As a result of the change negotiations, the employment
contracts of 10 people were terminated and part of the personnel
was laid off temporarily.
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Share repurchase programme
On 15 March 2023, the company announced it had completed
a share repurchase programme in which it acquired a total of
30,000 of its own shares to be used in incentive schemes for key
personnel.
Change in the Management Team
Andras Tessenyi (CEO, Supercharge Kft) was appointed to the
Management Team as of 1 March 2023.
RISKS AND UNCERTAINTIES
Siili is exposed to various risk factors related to its operational
activities and business environment. The realisation of risks may
have an unfavourable effect on Siili’s business, financial position
or company value. The most significant risks related to Siili’s
operations are described below, along with other known risks
that may become significant in the future. In addition, there are
risks that Siili is not necessarily aware of, and which may become
significant.
— The loss of one or more key clients, a considerable decrease
in purchases, financial difficulties experienced by clients or a
change in a client’s strategy with regard to the procurement
of IT services could have a negative effect on the company.
— Failure to achieve recruitment goals in terms of both quality
and quantity, and failure to match supply to customer
demand in a timely manner.
— Probability and adverse effects of the realisation of the
aforementioned risks are more likely in an uncertain
economic environment.
— Failure in pricing, planning, implementation and improving
cost efficiency of customer projects.
— Loss of the contribution of key personnel or deterioration of
the employer’s reputation.
— Realisation of information security risks, for example, as a
result of human error by an employee.
— General negative or weakened economic development
and the resulting uncertainty in the clients’ operating
environment. The general economic cycle and changes in
the clients’ operating environment can have negative effects
through slowing down, postponing or cancelling decision-
making on IT investments.
Russia’s war of aggression against Ukraine has not had and is
not expected have a direct impact on Siili’s business. However,
the elevated general uncertainty and inflation in 2023 affected in
particular our clients’ investment decisions, thereby also weighing
on Siili’s business. These factors are expected to continue to
affect Siili’s business in the current financial year. According to
management observations and estimates, the impacts of the
market environment in the financial year 2023 were moderate, and
they are expected to remain at a similar level in 2024. We prepare
for these hard-to-foresee effects by taking care of customer
satisfaction and cost efficiency.
OUTLOOK FOR 2024 AND FINANCIAL GOALS FOR 2025–2026
Revenue for 2024 is expected to be EUR 120–140 million and
adjusted EBITA EUR 7.5–10.5 million.
On 11 May 2022, the company announced the financial goals for
the years 2023–2026 as follows:
— Annual revenue growth of 20%, with organic growth accounting
for about half. From 2023 onwards, organic revenue growth will
be calculated based on comparable revenue, reflecting changes
in the corporate structure.
— EBITA 12% of revenue. Operating profit before amortisation and
impairment for fair value adjustments on acquisitions.
— 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 30 March 2023. The Annual General Meeting
adopted the financial statements and consolidated financial
statements for the financial period 2022, discharged the CEO and
the members of the Board of Directors from liability and decided to
distribute a dividend of EUR 0.20 per share, totalling approximately
EUR 1,630 thousand.
The number of members of the Board of Directors was confirmed
as five (5). Harry Brade, Anu Nissinen, Kati Hagros, Tero Ojanperä
and Jesse Maula were re-elected to the Board. The Annual General
Meeting decided that the Chair of the Board of the Board of
Directors is paid EUR 3,850 per month, the Deputy Chair EUR
3,000 per month and the other members EUR 2,000 per month.
The Chairs of the Board’s Committees are paid EUR 200 per
month for their work on the Committees, in addition to which
all Committee members are paid a meeting fee of EUR 300 per
meeting. In addition, the members of the Board of Directors receive
compensation for travel expenses in line with the Company’s
business travel policy.
KPMG Oy AB, Authorised Public Accountants, were re-elected
as the company’s auditor, and KPMG has assigned Leenakaisa
Winberg, APA, as the Company’s responsible auditor. The auditor’s
fees are paid against the auditor’s reasonable invoice.
The Annual General Meeting authorised the Board of Directors
to decide on the acquisition and/or acceptance as collateral
of the company’s own shares. A maximum of 813,100 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 2024.
The Board of Directors was also authorised to decide on an issue
of shares and an issue of special rights carrying entitlement to
shares in accordance with chapter 10, section 1 of the Finnish
Limited Liability Companies Act, in one or more tranches, either
against consideration or free of charge. The maximum total number
of shares issued, including shares issued on the basis of special
rights, is 813,100, 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
and financial position, 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 companies but not beyond 30 June 2024.
The Annual General Meeting adopted the report on the
remuneration of the governing bodies of the company.
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SHARE AND SHAREHOLDERS
The company has one series of shares, and all of its shares carry
entitlement to equal rights. On 31 December 2023, the total number
of shares in Siili Solutions Plc entered in the Trade Register was
8,138,080. At the end of the financial year, the company held a total
of 27,954 of its own shares. On 31 December 2023, the members of
the company’s Board of Directors and Management Team owned
a total of 31,810 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 17.45, the lowest price was EUR 8.24, the average price
was EUR 12.22, and the closing price at the end of the review
period was EUR 9.62. The company’s market capitalisation
decreased by -40.2% from the end of 2022 and amounted to EUR
78.3 (130.9) million on 31 December 2023.
The company had a total of 6,482 (6,147) shareholders on 31
December 2023. The number of shareholders increased by 5.4%
from the end of 2022. 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.
EVENTS AFTER THE END OF THE FINANCIAL YEAR
Proposals of the Shareholders’ Nomination Board to the Annual
General Meeting 2024
The Shareholders’ Nomination Board of Siili Solutions Plc submitted
its proposals to the Annual General Meeting 2024 on 25 January
2024:
Decision on the number of members of the Board of Directors
The Shareholders’ Nomination Board proposes that five (5)
members be elected to the Board of Directors.
Election of the members of the Board of Directors
The Shareholders’ Nomination Board proposes the re-election of
the current members of the Board of Directors for the next term of
office: Harry Brade, Tero Ojanperä and Jesse Maula. Anu Nissinen
and Kati Hagros have announced that they are not available for
re-election as members of the Board of Directors. Therefore, the
Shareholders’ Nomination Board proposes that Henna Mäkinen
and Katarina Cantell be elected as new members to the Board
of Directors.
The term of office of the members lasts until the end of the next
Annual General Meeting. All persons proposed have given their
consent to the election.
Background information on each person proposed for the Board
of Directors is available on the website of Siili Solutions Plc at
https:// sijoittajille.siili.com/en
The proposed members Tero Ojanperä, Jesse Maula, Henna
Mäkinen and Katarina Cantell are considered independent of
the company and its significant shareholders. Harry Brade is
independent of the Company but not independent of its significant
shareholder Lamy Oy.
In addition, the Shareholders’ Nomination Board recommends to
the Board of Directors that it elects Harry Brade as its Chair and
Jesse Maula as Deputy Chair.
Decision on the remuneration of the members of the Board
The Shareholders’ Nomination Board proposes that the members
of the Board of Directors be paid as follows:
The Chair of the Board of Directors is paid EUR 3,850 per month,
the Deputy Chair as well as the Chair of the Audit Committee EUR
2,500 per month and the other members EUR 2,000 per month.
The Chairs of the Board of Directors’ Committees are paid EUR
200 per month for their work in the Committee, in addition to which
all Committee members are paid a meeting fee of EUR 300 per
meeting. In addition, the members of the Board of Directors receive
compensation for travel expenses in line with the Company’s
business travel policy.
The company does not have other material events after the financial
year.
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 2023, the distributable assets of the parent
company of Siili Solutions Plc stood at EUR 35,913,025.44,
including the profit for the period EUR 3,443,594.91. The Board
of Directors proposes to the Annual General Meeting 2024 that a
dividend of EUR 0.26 per share be paid for the financial year 2023.
According to the proposal, a total dividend of EUR 2,108,632.76
would be paid. The proposed dividend represents approximately
42% of the Group’s result for the financial period.
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.
REPORT OF NON-FINANCIAL INFORMATION
The Siili Group is committed to responsibility and sustainable
development in all its societal, social, environmental and personnel-
related activities. The foundation of our responsible activities
is our personnel, to whom we seek to provide the best working
environment possible, as well as our customer projects, through
which we improve the efficiency of our customer’s processes,
promote digitalisation and reduce waste.
The development of information and communication technology
may reduce global CO2 emissions by up to 20% by 2030 (World
Economic Forum 2022). As a leading developer of digital services
and information systems, the Siili Group actively promotes this
development both in its own operations and its customers’ business.
This report describes the ways of operation followed by the Siili
Group in environmental, social and personnel-related issues as well
as in respecting human rights and preventing corruption and bribery.
For the financial year 2024, the Siili Group will report information
under the EU Corporate Sustainability Reporting Directive (CSRD)
as part of the Report of the Board of Directors. Sustainability
reporting will replace this report of non-financial information and
will cover both general disclosure requirements and information
identified in Siili’s double materiality assessment as material for
its stakeholders regarding, among other things, own labour force,
governance and climate change. During the financial year 2023,
Siili has been preparing for sustainability reporting requirements,
for example, by developing and reforming the collection of data
subject to sustainability reporting and related processes, as well
as by training and informing its personnel on themes related to
sustainability reporting. As part of these preparations, the first
Group-wide carbon footprint calculation was carried out at Siili for
two pilot years (2019 and 2022).
Materiality analysis
In 2022, we carried out a materiality analysis for the first time to
lay a solid foundation for our corporate responsibility efforts. We
wanted to find out the impacts, opportunities and risks associated
with sustainable development in our business from the perspective
of our different stakeholder groups. At the same time, we were
preparing for increasingly extensive sustainability reporting and
evolving regulation.
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We welcomed our stakeholders as extensively as possible:
employees, subcontractors, customers, largest shareholders
and members of the Board of Directors. A group selected from
this population was either interviewed or asked to fill in an online
survey.
The materiality assessment is based on the European Sustainability
Reporting Standards, (ESRS), which make up the basis of
upcoming reporting and regulation in Europe as well as Siili’s future
sustainability reporting. Reporting will be based on the so-called
principle of double materiality: sustainability topics are assessed
based on their potential economic impact on Siili’s activities as
well as the potential impact of Siili’s business on these topics for
example through impacts on stakeholders.
In the materiality assessment, a total of 79 topics material for our
stakeholders were identified and assessed. The results highlight
social responsibility in particular: 6/10 of the topics regarded as
most material are related to the well-being, fair treatment and
equality of employees. Another material aspect was corporate
governance, including the company’s policies, processes
and channels used in governance. In terms of environmental
responsibility, the stakeholders felt that the most essential thing is
that Siili has a goal-oriented plan for combating climate change and
the effects of its own operations.
The following subject areas identified in the materiality analysis
serve as the basis for Siili’s responsibility work:
Topic 1 Learning and competence development
Topic 2 Management policies, processes and channels
Topic 3 Risk management
Topic 4 Well-being at work: work-life balance
Topic 5 Prevention and detection of corruption and bribery
More information about activities in 2023 can be found under Social
affairs and personnel and Extensive opportunities for learning.
A taxonomy of sustainable finance in the European Union
In 2020, the European Union adopted the sustainable finance
taxonomy, which obliges companies to report how the business
they conduct affects certain, more precisely defined environmental
goals in the regulation. For the financial year 2023, goals and criteria
were defined for climate change mitigation and climate change
adaptation. New criteria reported for the first time comprised the
sustainable use and protection of water and marine resources, the
transition to a circular economy, the prevention and reduction of
environmental pollution, as well as the protection and restoration
of biological diversity and ecosystems. Siili has assessed taxonomy
eligibility and alignment in terms of all of the above criteria.
Siili’s assessment of taxonomy-eligible business is based on the
Commission Delegated Regulation establishing the technical
screening criteria for determining the conditions under which
an economic activity qualifies as contributing substantially the
objectives laid out in the set of criteria. In addition, it is determined
whether that economic activity causes significant harm to any of
the other environmental objectives.
According to the Regulation, taxonomy-eligible activities include
the provision of expertise in the field of information technologies:
writing, modifying, testing and supporting software; planning and
designing computer systems that integrate computer hardware,
software and communication technologies; on-site management
and operation of clients’ computer systems or data processing
facilities; and other professional and technical computer-related
activities. Siili operates in the field of IT consulting and offers its
customers expert services in the field of information technology.
In terms of taxonomy alignment, Siili’s business is primarily
evaluated in terms of the criteria defined for the 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 regarding climate
change adaptation: 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. Siili has carefully evaluated
the taxonomy eligibility and taxonomy alignment of its business.
Regarding the year 2023, Siili has not directly identified taxonomy-
aligned business, but the company has participated in numerous
customer projects that indirectly support the goals of the European
Union’s sustainable finance taxonomy. In addition, Siili considers
that its business meets the criteria of taxonomy alignment in the
sense that the company operates in compliance with the ethical
labour and human rights principles of the UN, the OECD and the
ILO and does not do significant harm to the environmental goals
specified in the Regulation. Siili will continue to actively identify and
participate in projects that meet the taxonomy criteria.
Business description
The Siili Group is an independent provider of information systems
development services that provides services for both companies
and the public sector. Siili serves its customers end-to-end in the
planning, development, and maintenance of demanding 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.
Social affairs and employees
The Siili Group employed an average of 1,026 (965) people in 2023.
As an expert organisation, Siili’s success is based on the motivation,
capabilities and well-being of its employees. Our organisation grew
through the Talenttree business acquisition in Kuopio. In 2023, we
put an emphasis on competence development through a new
organisation structure, expert communities and tribe activities. In
early 2023, we created the first customised collective agreement
for Siili. Over a hundred employees participated in preparing
the agreement, which provides a strong message of the kind of
workplace Siili is.
We support and measure the mental and physical well-being
and competence development of our employees in many ways.
We collect information about job satisfaction using the Office
Vibe platform every two weeks and monitor the workplace
recommendation index with the eNPS (Employee Net Promoter
Score), where the average of the monthly results in 2023 was
8 (23). The instability of the markets and the resulting change
negotiations had a negative effect on personnel satisfaction.
In addition to Office Vibe, we tracked the personnel experience
through an employee experience survey carried out by Siili’s own
service designers.
The engagement and careful induction of new employees lay the
foundation for the employment relationship. In 2023, we conducted
a survey on new employee experience, allowing us to develop
the induction practices. Every new employee has access to peer
support in the form of buddy activities.
Extensive opportunities for learning
and an emphasis on community spirit
In 2023, we advanced our competence development strategy and
emphasised on community spirit through strong local and expert
communities. All our employees have extensive opportunities for
competence and self-development. A career model to support
learning and learning paths to support the career model lay the
foundation for competence development. Competence-specific
tribes and the respective tribe leaders play a key role in supporting
the development of our employees’ competencies. In 2023, we
clarified the role of the tribe leaders and developed the tools and
methods facilitating their important work.
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In addition, we offer our employees online studies through Siili
Academy, which include a rich selection of coaching and learning
paths for independent study. In addition to these, we also
implemented orientations for new employees as well as annual
data protection, information security and Code of Conduct training
for all our employees.
Maintaining good working ability is supported by high-quality
managerial performance, occupational healthcare, well-being
services, exercise, coaching and care for a sick child, as well as an
active early intervention model, where we monitor our employees’
absences and ability to cope. In 2023, we carried out a competitive
tender for our occupational health care to ensure the best possible
support for our personnel, and we adopted Terveystalo’s Sirius
system for work ability management. The sickness absence rate in
the Siili Group in 2023 was 2.7% (3.0%).
The age range of the personnel at the end of 2023 was 22–64
years. At the end of the year, the proportion of women among our
employees was 24% (27%). At the end of 2023, there were 40%
(40%) women in our Board of Directors (two out of five) and 16.6%
(20%) of its members in the Management Team (one out of six).
In 2023, Siili introduced a ‘Golden Spike’ remuneration for the whole
of Finland, which consists of a quarterly bonus for particularly active
and accomplished Siili employees. Golden Spike remuneration will
continue in 2024. In our customer solutions, we take accessibility
into account and promote design in accordance with the European
Accessibility Act.
Environmental considerations
Siili aims to be the best community for its customers, employees
and Siili entrepreneurs to learn, grow, and create sustainable value.
One of the values we share is accountability. Taking responsibility
helps Siili employees achieve their goals, and its starting point is
compliance with the company’s Code of Conduct guidelines.
Siili is committed to acting according to the principles of
sustainable development and to preventing and reducing harm to
the environment. We strive to minimise the environmental load and
take environmental aspects into account, including in our spatial
solutions and purchasing. We support the use of public transport
by the personnel and make use of virtual chat and meetings to
reduce travel. In our car policy, we favour low-emission models.
Waste recycling and reducing electricity consumption are part of
the daily practices of all our offices. In addition, Siili compensates
for the carbon emissions generated during the life cycle of its
IT equipment, and these payments are invested in certified and
internationally recognised climate change mitigation projects.
In our work, we follow Lean principles and agile, waste-
minimizing development methods. Our impact on the well-being
of the environment multiplies through the solutions we develop
for customers, when the use of paper and emissions decrease
with the digitisation of transactions and supply chains. We also
develop preventive maintenance solutions that extend the lifecycle
of devices and reduce their environmental burden.
Through customer assignments, we are actively involved in several
projects promoting environmental responsibility and sustainable
development. For example, through Siili Auto, we are part of a
breakthrough in the automotive industry, where electricity replaces
fossil fuels and digital sensor interfaces increase road traffic safety
and improve the use of time while driving.
Anti-corruption and bribery activities, respect for human rights
New employees are selected on the basis of competence and fit
with the company culture, and we do not accept discrimination
based on race, religion, age, gender or sexual orientation. We
intervene in inappropriate behaviour and bullying. In accordance
with Siili’s ethical principles, we respect human rights and do not
accept child, forced or slave labour in any form.
The Siili Group is against all corruption and bribery. Members of
the Siili personnel are not permitted to give or receive any gifts that
would influence Siili’s business decisions or that are of considerable
personal nominal or monetary value.
If a Siili employee or partner is found to have acted in violation
of our principles of responsibility, employees and third parties
have the opportunity to report this via a channel compliant with
the requirements of the EU Whistleblowing Directive under their
own name or anonymously at https://report.whistleb.com/en/
siilisolutions. In 2023, we received two (2) reports through our
whistleblowing channel. Neither of these reports concerned
violations falling within the scope of the Whistleblower Act
(1171/2022), as they were concerned with personnel issues.
The reports have been processed in accordance with Siili’s
whistleblowing processes.
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SUBSTANTIAL CONTRIBUTION CRITERIA DNSH CRITERIA (”DOES NOT SIGNIFICANTLY HARM”)
Economic Activities
Code
Turnover
Proportion of Turnover, 2023 (%)
Climate Change Mitigation (%)
Climate Change Adaptation (%)
Water (%)
Pollution (%)
Circular Economy (%)
Biodiversity (%)
Climate Change Mitigation (Y/N)
Climate Change Adaptation ((Y/N)
Water (Y/N)
Pollution (Y/N)
Circular Economy (Y/N)
Biodiversity (Y/N)
Minimum Safeguards (Y/N)
Proportion of Taxonomy-
aligned (A.1) or -eligible (A.2)
turnover, 2022 (%)
Category enabling activity (E)
Category transitional activity (T)
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
Turnover of environmentally sustainable activities (Taxonomy-aligned) (A.1) - %
Of which enabling
Of which transitional
A.2. Taxonomy-eligible but not environmentally sustainable activities
(not Taxonomy-aligned activities)
Computer programming, consultancy and related activities CCA 8.2 2,785 2%
N/EL EL N/EL N/EL N/EL N/EL
Turnover of Taxonomy-eligible but not environmentally sustainable activities
(not Taxonomy-aligned activities) (A.2)
2,785 2%
100%
Total (A.1. + A.2) 2,785 2%
100%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Turnover of Taxonomy-non-eligible activities
119,917 98%
Total (A+B) 122,702 100%
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SUBSTANTIAL CONTRIBUTION CRITERIA DNSH CRITERIA (”DOES NOT SIGNIFICANTLY HARM”)
Economic Activities
Code
CapEx
Proportion of CapEx, 2023 (%)
Climate Change Mitigation (%)
Climate Change Adaptation (%)
Water (%)
Pollution (%)
Circular Economy (%)
Biodiversity (%)
Climate Change Mitigation (Y/N)
Climate Change Adaptation (Y/N)
Water (Y/N)
Pollution (Y/N)
Circular Economy (Y/N)
Biodiversity (Y/N)
Minimum Safeguards (Y/N)
Proportion of Taxonomy-
aligned (A.1) or
-eligible (A.2) CapEx, 2022 (%)
Category enabling activity (E)
Category transitional activity (T)
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
CapEx of environmentally sustainable activities (Taxonomy-aligned) (A.1) - %
Of which enabling
Of which transitional
A.2. Taxonomy-eligible but not environmentally sustainable activities
(not Taxonomy-aligned activities)
CapEx of Taxonomy-eligible but not environmentally sustainable activities
(not Taxonomy-aligned activities) (A.2)
- %
Total (A.1. + A.2) - %
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
CapEx of Taxonomy-non-eligible activities
- %
Total (A+B) - 100%
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SUBSTANTIAL CONTRIBUTION CRITERIA DNSH CRITERIA (”DOES NOT SIGNIFICANTLY HARM”)
Economic Activities
Code
OpEx
Proportion of OpEx, 2023 (%)
Climate Change Mitigation (%)
Climate Change Adaptation (%)
Water (%)
Pollution (%)
Circular Economy (%)
Biodiversity (%)
Climate Change Mitigation (Y/N)
Climate Change Adaptation (Y/N)
Water (Y/N)
Pollution (Y/N)
Circular Economy (Y/N)
Biodiversity (Y/N)
Minimum Safeguards (Y/N)
Proportion of Taxonomy-
aligned (A.1) or -eligible (A.2)
OpEx, 2022 (%)
Category enabling activity (E)
Category transitional activity (T)
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
OpEx of environmentally sustainable activities (Taxonomy-aligned) (A.1) - %
Of which enabling
Of which transitional
A.2. Taxonomy-eligible but not environmentally sustainable activities
(not Taxonomy-aligned activities)
OpEx of Taxonomy-eligible but not environmentally sustainable activities
(not Taxonomy-aligned activities) (A.2)
- %
Total (A.1. + A.2) - %
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
OpEx of Taxonomy-non-eligible activities
- %
Total (A+B) - 100%
Nuclear energy related activities
The undertaking carries out, funds or has exposures to research, development,
demonstration and deployment of innovative electricity generation facilities that
produce energy from nuclear processes with minimal waste from the fuel cycle.
NO
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Key figures
2023 2022 2021 2020 2019
Revenue, EUR 1,000
122,702 118,334 99,282 83,307 80,544
Revenue growth, % 3.7% 19.2% 19.2% 3.4% 14.4%
Organic revenue growth, %
1
0.1% 15.2% 5.7% 3.4% -
Share of international revenue, % 26.7% 25.2% 19.5% 8.2% 14.1%
EBITDA, EUR 1,000 12,107 14,928 12,018 9,123 7,096
EBITDA, % of revenue 9.9% 12.6% 12.1% 11.0% 8.8%
EBITA, EUR 1,000 8,409 11,629 9,279 6,741 5,156
EBITA, % of revenue 6.9% 9.8% 9.3% 8.1% 6.4%
Adjusted EBITA, EUR 1,000 8,742 11,868 - - -
Adjusted EBITA, % of revenue 7.1% 10.0% - - -
EBIT, EUR 1,000 6,909 10,149 7,565 5,317 3,733
EBIT, % of revenue 5.6% 8.6% 7.6% 6.4% 4.6%
Profit for the period, EUR 1,000 4,986 3,748 5,136 4,401 2,553
Profit for the period, % of revenue 4.1% 3.2% 5.2% 5.3% 3.2%
Statement of financial position, EUR 1,000 100,170 106,063 81,480 61,363 55,890
Equity ratio, % 42.6% 38.7% 31.1% 35.5% 37.3%
Gearing, % 8.7% 4.5% 50.2% - -
Net debt/EBITDA 0.30 0.12 - - -
ROE, % 12.1% 11.5% 22.1% 21.0% 12.7%
ROI, % 10.7% 15.5% 15.7% 24.9% 10.5%
Basic earnings per share (EPS), EUR 0.61 0.49 0.73 0.63 0.36
Diluted EPS, EUR 0.61 0.49 0.73 0.63 0.36
Equity per share, EUR 5.19 4.96 3.54 3.08 2.94
Dividend per share, EUR 0.26 0.20 0.18 0.28 0.36
Average number of shares 8,108,050 7,642,026 7,004,496 7,000,316 7,000,316
Number of shares at the end of the period 8,110,126 8,131,446 7,020,459 7,000,316 7,000,316
Average number of employees during the period 1,026 965 781 707 717
Number of employees at the end of the period 1,007 1,045 885 676 737
Number of full-time employees (FTE) at the end of the period
956 1,003 - - -
Number of full-time subcontractors (FTE) at the end of the period
135 223 - - -
Total full-time employees and subcontractors (FTE) at the end
of the period
1,091 1,226 - - -
1
Calculation formula applied from 1 January 2023. The data for comparison periods is not adjusted accordingly.
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.
Alternative performance measures
Organic revenue growth, %
EUR 1,000 2023 2022
Revenue 122,702 118,334
Comparable pro forma -revenue in the comparison period 122,561 -
Organic revenue growth, % 0.1% -
Calculation formula applied from 1 January 2023.
EBITA, Adjusted EBITA and EBITDA
EUR 1,000 2023 2022
EBIT 6,909 10,149
Amortisation and impairment for fair value adjustments on acquisitions 1,500 1,480
EBITA 8,409 11,629
Transaction costs / income (+/-) from business combinations - 239
Restructuring costs 183 -
Other items affecting comparability 150 -
Adjusted EBITA 8,742 11,868
EBIT 6,909 10,149
Depreciation, amortisation and impairment 5,198 4,778
EBITDA 12,107 14,928
Gearing, %
EUR 1,000 2023 2022
Financial liabilities measured at amortized cost 13,047 16,099
Contingent considerations measured at fair value through profit or loss 19,658 22,011
Liquid funds -29,022 -36,315
Net debt 3,682 1,795
Equity 42,083 40,321
Gearing, % 8.7% 4.5%
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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
Calculation formulas for the key figures
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Consolidated income statement and statement of comprehensive income
CONSOLIDATED FINANCIAL STATEMENTS, IFRS
| 1 Jan 2023 | 1 Jan 2022 | |||
EUR 1,000 | Note | –31 Dec 2023 | –31 Dec 2022 | |
REVENUE | 2.1 | |||
Other operating income | 2.5 | |||
Materials and services | 2.2 | - | - | |
Employee benefit expenses | 2.3, | 2.4 | - | - |
Depreciation and amortization | 3.1, | 3.3 | - | - |
Other operating expenses | 2.5 | - | - | |
OPERATING PROFIT | ||||
Financial income | 2.6 | |||
Financial expenses | 2.6 | - | - | |
Share of associated company’s result | 6.2 | - | ||
| PROFIT BEFORE TAXES | ||||
| Income taxes | 2.7 | - | - | |
PROFIT FOR THE PERIOD | ||||
| Attributable to: | ||||
| Shareholders of the parent company | 100% | |||
Non-controlling interest | 0% | |||
| Earnings per share based on the profit attributable to shareholders | ||||
| of the parent company: | ||||
Basic earnings per share (EUR), profit for the period | 2.8 | |||
Diluted earnings per share (EUR), profit for the period | 2.8 |
| 1 Jan 2023 | 1 Jan 2022 | ||
| EUR 1,000 | –31 Dec 2023 | –31 Dec 2022 | |
| PROFIT FOR THE PERIOD | |||
| Other comprehensive income | |||
| Items that may later be recognised through profit or loss | |||
Translation differences | - | ||
| TOTAL COMPREHENSIVE INCOME FOR THE PERIOD | |||
| Total comprehensive income for the period attributable to: | |||
| Shareholders of the parent company | 100% | ||
Non-controlling interest | 0% |
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Consolidated statement of financial position
EUR 1,000 | Note | 31 Dec 2023 | 31 Dec 2022 |
| ASSETS | |||
| Non-current assets | |||
Goodwill | 3.1, 3.2 | ||
Intangible assets | 3.1 | ||
Tangible assets | 3.3 | ||
Right-of-use assets | 3.4 | ||
Other investments | 5.4 | ||
Deferred tax assets | 2.7 | ||
Receivables | 5.4 | ||
Total non-current assets | |||
| Current assets | |||
Trade receivables | 4.1 | ||
Other receivables | 4.1 | ||
Current tax assets | 4.1 | ||
Liquid funds | 5.5 | ||
Total current assets | |||
TOTAL ASSETS |
EUR 1,000 | Note | 31 Dec 2023 | 31 Dec 2022 |
| SHAREHOLDERS’ EQUITY AND LIABILITIES | |||
| Shareholders' equity | |||
Share capital | 5.1 | ||
Reserve for invested unrestricted equity | 5.1 | ||
Treasury shares | - | ||
Translation differences | 5.1 | - | - |
Retained earnings | 5.1 | ||
Total shareholders' equity | |||
| Non-current liabilities | |||
Financial liabilities | 5.6 | ||
Lease liabilities | 3.4, 5.6 | ||
Other non-current interest-bearing liabilities | 5.6 | ||
Deferred tax liabilities | 2.7 | ||
Total non-current liabilities | |||
| Current liabilities | |||
Financial liabilities | 5.6 | ||
Lease liabilities | 3.4, 5.6 | ||
Trade and other payables | 4.2 | ||
Current tax liabilities | 4.2 | ||
Provisions | 4.3 | ||
Total current liabilities | |||
Total liabilities | |||
TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES |
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Consolidated cash flow statement
| 1 Jan 2023 | 1 Jan 2022 | ||
EUR 1,000 | Note | –31 Dec 2023 | –31 Dec 2022 |
| Cash flow from operating activities | |||
Profit for the period | |||
| Adjustments: | |||
Depreciation and amortisation | |||
Share-based incentive scheme | |||
Other adjustments | |||
Interest expenses and other financial expenses | 2.6 | ||
Interest income | 2.6 | - | - |
Share of associated company's result | 6.2 | ||
Taxes | 2.7 | ||
| Changes in working capital: | |||
Change in trade and other receivables | - | - | |
Change in trade and other payables | - | ||
Interest paid | - | - | |
Interest received | |||
Taxes paid | - | - | |
Net cash flow from operating activities | |||
| Cash flow from investing activities | |||
Acquisitions of businesses and subsidiaries, net of cash acquired | 3.5 | - | - |
Proceeds from the sale of tangible and intangible assets | |||
Investments in tangible assets | 3.3 | - | - |
Investments in intangible assets | 3.1 | - | - |
Investments in and return of capital from an associated company | 2.7 | ||
Net cash flow from investing activities | - | - |
| 1 Jan 2023 | 1 Jan 2022 | ||
EUR 1,000 | Note | –31 Dec 2023 | –31 Dec 2022 |
| Cash flows from financing activities | |||
Loan repayments | 5.6 | - | - |
Repayments of lease liabilities | 3.4 | - | - |
Share issue net of transaction costs | 5.1 | ||
Share subscriptions with share options | 5.1 | ||
Acquisition of treasury shares | 5.1 | - | |
Divideds paid | 5.1 | - | - |
Distribution of dividends to non-controlling interests | - | - | |
Transactions with non-controlling interests | - | ||
Net cash flow from financing activities | - | ||
Change in liquid funds | - | ||
Liquid funds at the beginning of the period | 5.5 | ||
Effect of changes in currency exchange rates | - | ||
Liquid funds at the end of the period | 5.5 |
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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 | Tresury shares | differences | Retained earnings | Total shareholders' equity |
| Shareholders’ equity on 1 January 2022 | - | ||||||
| Comprehensive income | |||||||
| Profit for the period | |||||||
| Other comprehensive income (net of tax) | |||||||
| Translation differences | 5.1 | - | - | ||||
| Total comprehensive income for the period | - | ||||||
| Transactions with owners | |||||||
| Distribution of dividends | 5.1 | - | - | ||||
| Share-based incentive scheme | 2.4 | ||||||
| Share issue net of transaction costs | 5.1 | ||||||
| Share subcriptions with share options | 5.1 | ||||||
| Distribution of dividends to non-controlling interests | - | - | |||||
| Transactions with non-controlling interests | |||||||
| Reclassifications between items | - | ||||||
| Total transactions with owners | - | ||||||
| Shareholders' equity on 31 December 2022 | - | ||||||
| Shareholders' equity on 1 January 2023 | - | ||||||
| Comprehensive income | |||||||
| Profit for the period | |||||||
| Other comprehensive income (net of tax) | |||||||
| Translation differences | 5.1 | ||||||
| Total comprehensive income for the period | |||||||
| Transactions with owners | |||||||
| Distribution of dividends | 5.1 | - | - | ||||
| Share-based incentive scheme | 2.4 | ||||||
| Share subcriptions with share options | 5.1 | ||||||
| Acquisition of treasury shares | 5.1 | - | - | ||||
| Distribution of dividends to non-controlling interests | - | - | |||||
| Transactions with non-controlling interests | - | - | |||||
| Total transactions with owners | - | - | - | ||||
| Shareholders' equity on 31 December 2023 | - | - |
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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,
domiciled in Helsinki and its registered address is Ruoholahdenkatu
are available online at www.siili.com/en or at the company’s
registered address.
GENERAL ACCOUNTING POLICIES
The general accounting policies of the Consolidated Financial
Statements are described in this section. Accounting policies
related to a specific note as well as descriptions of the use of
management judgement and estimates are presented below as
part of the relevant note.
CONSOLIDATION PRINCIPLES
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Operating profit
The IAS 1 Standard “Presentation of Financial Statements” does not
define the concept of operating profit. The company has defined
operating profit as the net sum of revenue and other operating
income less:
— materials and services
— employee benefit expenses
— amortisation, depreciation and impairments, and
— other operating expenses.
Any other income statement items than those referred to above are
presented under operating profit.
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2. Financial result
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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 2023 2022
Subcontracting services 24,802 25,812
Licence purchases 1,413 628
Total 26,215 26,439
2.3 Employee benefit expenses
Salaries, bonuses and other employee benefit expenses
EUR 1,000 2023 2022
Salaries, wages and bonuses 60,414 55,268
Pension expenses 8,321 7,549
Share-based payments 269 244
Other personnel related costs 3,176 3,033
Total 72,180 66,094
CEO’s and management’s employee benefits
EUR 1,000 2023 2022
CEO’s salary and other short-term benefits 283 463
1
CEO’s share-based payments 62 52
Other management’s salaries and other
short-term benefits
763 968
Other management’s share-based payments 60 91
Total 1,168 1,574
1
Pasi Ropponen EUR 94 thousand (acting CEO until 31 January 2022) and
Tomi Pienimäki EUR 443 thousand (CEO as of 1 February 2022).
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
2023 amounted to EUR 49 (79) thousand.
Board of Directors’ salaries and other remuneration
EUR 1,000 2023 2022
Harry Brade, Chair of the Board 49 46
Anu Nissinen, Deputy Chair of the Board
40 38
Kati Hagros, Member of the Board 25 23
Tero Ojanperä, Member of the Board 25 23
Jesse Maula, Member of the Board 25 23
Total 162 152
Number of Group personnel 2023 2022
Number of personnel at year-end 1,007 1,045
Average number of personnel 1,026 965
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2.4 Share-based payments
OPTION AND SHARE-BASED INCENTIVE SCHEMES
Key terms and conditions of the company’s option and share-
based incentive schemes are presented below.
Share savings plans
Siili Solutions Plc has a share savings plan SiiliX Share, established
for the personnel in 2018, and related option plans. The purpose
of the share savings plan is to provide Siili Group’s employees an
opportunity to save part of their salary and use it to acquire shares
in the company. By incentivising its employees to acquire and hold
shares in the company, Siili seeks to strengthen the link between
its shareholders and employees and to promote the longstanding
commitment of its employees to the activities of the company.
The share savings plan consists of savings periods beginning
each year. Participants in the plan receive an option right in Siili
Solutions Plc free of charge for every savings share they purchase
in the savings period. As an exception, employees participating in
a savings period of the plan for the first time receive two option
rights for each savings share purchased. Subject to the release
criterion set for the stock options being fulfilled, each stock option
entitles its owner to subscribe for one new share in the company
or an existing share held by the company in exchange for a share
subscription price pursuant to the terms and conditions of the
stock options for the savings period. The share subscription price
for shares subscribed based on the stock options is the volume-
weighted average trading price on Nasdaq Helsinki Ltd during the
month specified in the terms and conditions for the savings period.
In the financial year 2023, the company had the following share
savings plans in force: 2019A, 2020A, 2021A, 2022A and 2023A.
Share-based incentive schemes
The Siili Group has a long-term share-based incentive scheme
established in 2020 for key personnel of the Group. The purpose
of the scheme is to harmonise the interests of the shareholders and
key personnel to increase the value of the company, to make the
key personnel committed to the company and provide them with a
competitive remuneration scheme based on earning shares in the
company and on the performance of the shares.
The share-based incentive scheme has three years earnings
periods, comprising the financial years 2020-2022, 2021-2023,
2022-2024 and 2023-2025. For the members of the Management
Team, participation in the scheme is contingent on owning shares in
Siili. The potential rewards under the scheme will be paid after the
end of the earnings period, partly in company shares and partly in
cash. The purpose of the cash component is to cover the taxes and
tax-like payments incurred by the participant due to the reward.
If a participant’s employment or service contract with the company
is terminated before the reward is paid, the reward is not, as
a rule, paid.
The reward payable under the share-based incentive scheme
is based on the Group’s operating profit, revenue and total
shareholder return.
The earnings period 2020–2022 of the share-based incentive
scheme ended in the financial year 2023. Share rewards earned in
the earnings period corresponded to 3,345 gross shares. A total of
2,046 net shares were given to the participants. The rewards were
paid with treasury shares.
Assumptions made in the measurement of fair value
Fair value of the option as measured at grant 14.55
Share price at the end of reporting period 9.62
Expected volatility 31.2%
Contractual life (years) 3.2
Risk-free interest rate 2.8%
Expected dividends 0.19
Share savings plans Share-based incentive
Number of options and share based incentives 2023 2022 2023
2022
At the beginning of the financial year 35,273 30,326 201,386 169,464
New instruments granted 34,608 22,493 106,800 122,724
Forfeited -6,255 -6,559 -13,800 -90,802
Executed -6,634 -10,987 -3,345 -
Expired -683 - -37,055 -
At the end of the financial year 56,309 35,273 253,986 201,386
Effect of share-based payments on the result for the period
EUR 1,000 2023 2022
Share-based payments 247 244
Cash-based payments 21 -
Total 269 244
Scheme
Share savings plans
Share-based incentive
Maximum number granted 250,000 637,000
Original subscription price on average 12.49 -
Dividend deduction Yes -
Current subscription price on average 11.97 -
Vesting terms and conditions Employment or service relationship and a release
criterion based on share price performance in
option schemes 2019A, 2020A and 2021A.
Employment or service relationship
and operating profit, revenue and
total shareholder return.
End of subscription period 2023–2027 -
Contractual life on average (years) 3.5 3.2
Remaining contractual life on average (years) 2.1 1.6
Number of participants in the programmes at
the end of the reporting period
381 85
Execution
Paid in shares
Paid in cash and shares
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2.7 Income taxes
Components of tax expenses
EUR 1,000 2023 2022
Current tax -1,299 -2,015
Tax for previous financial years 605 130
Change in deferred taxes 142 205
Total -551 -1,680
Reconciliation of the tax expense in the income statement
and taxes according to the domestic 20% tax rate
EUR 1,000 2023 2022
Result before taxes 5,536 5,427
Taxes according to domestic tax rate -1,107 -1,085
Foreign subsidiaries’ different tax rates 313 564
Tax-free income 179 42
Non-deductible expenses -466 -1,139
Tax losses for the period, for which no deferred
tax asset is recognised
-74 -176
Tax for previous financial years 605 130
Other items -1 -16
Total -551 -1,680
Effective tax rate -9.9% -30.9%
The effective tax rate for the financial year 2023 was reduced by
the retroactive tax deductions granted to the Group in Poland and
Great Britain for 2021 and 2022. Excluding tax adjustments for
previous periods, the effective tax rate for the financial year was
20.9%.
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2.8 Earnings per share
Undiluted earnings per share 2023 2022
Profit for the financial year, attributable to share-
holders of the parent company, EUR 1,000
4,986 3,748
Weighted average number of shares during
the period, thousand
8,108 7,642
Undiluted earnings per share (EUR/share) 0.61 0.49
Diluted earnings per share 2023 2022
Profit for the financial year, attributable to share-
holders of the parent company, EUR 1,000
4,986 3,748
Weighted average number of shares during the
period, thousand
8,108 7,642
Effect of stock options, thousand 2 8
Weighted average number of shares used to cal-
culate diluted EPS, thousand
8,110 7,650
Diluted earnings per share (EUR/share) 0.61 0.49
3. Investments and acquisitions
3.1 Goodwill and intangible assets
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3.2 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.
Contrary to financial year 2022, Haallas Finland Oy has been tested
as part of the Siili Solutions CGU, since its recoverable cash flows
can no longer be reliably separated from those of the Siili Solutions
CGU. Carrying amounts of goodwill allocated to the CGUs as at 31
December 2023:
EUR 1,000 2023 2022
Siili Solutions 16,311 11,593
Vala Group 7,222 7,222
Supercharge 8,957 8,553
Haallas Finland - 4,498
Total 32,490 31,866
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 2023. 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 2023 2022 2023 2022
Siili Solutions 2.0% 2.0% 11.1% 10.9%
Vala Group 2.0% 2.0% 11.1% 10.9%
Supercharge 2.0% 2.0% 15.6% 13.3%
Haallas Finland - 2.0% - 15.0%
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
4 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 5 percentage points in
the EBIT rate of the Supercharge CGU would make the discounted
present value of the cash flows equal with the carrying amounts.
Any somewhat feasible change regarding other key assumptions
would not trigger the need to recognise an impairment loss on any
CGU.
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3.3 Tangible assets
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3.4 Leases
Items recognised in the statement of financial position:
EUR 1,000
31 Dec
2023
31 Dec
2022
Right-of-use assets 4,220 4,781
Long-term leasing contract liability 1,841 2,597
Short-term leasing contract liability 2,463 2,246
Items recognised in the income statement:
EUR 1,000
1 Jan–31 Dec
2023
1 Jan–31 Dec
2022
Depreciations on right-of-use assets -2,796 -2,686
Interest expenses on lease liability -153 -76
Expenses on short-term leasing contracts -106 -23
Expenses on low-value leasing contracts -821 -637
Outbound cash flow due to lease contracts in the financial year 2023 amounted to EUR 3,924 (3,460) thousand. The maturity breakdown of
lease liabilities is presented in Note 5.2 Financial risk management.
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3.5 Acquired businesses
ACQUISITIONS IN FINANCIAL PERIOD 2023
In April 2023, Siili Solutions Plc acquired the software business of
Talentree Oy based in the city of Kuopio. For Siili, the transaction
marks a territorial expansion to Kuopio and an addition of 11 new
professionals to its software development capabilities. Siili’s
objective is to make its Kuopio office one of the city’s most
attractive workplaces in the IT sector.
The acquisition price for Talentree Oy’s software business consists
of a fixed transaction price of EUR 147 thousand and a potential
contingent consideration. The contingent consideration is capped
at EUR 75 thousand, and it will be paid in the financial year 2024.
The consideration will be paid entirely by cash consideration from
Siili Solutions Plc’s cash assets. The acquisition cost calculation
includes a contingent consideration of EUR 50 thousand, and any
subsequent adjustments thereto will be recognised at fair value
through profit or loss.
In the business acquisition, customer relationships worth EUR 60
thousand were identified and recognised separately from goodwill.
The goodwill of EUR 220 thousand recognised in the transaction
consists of Talentree’s capable personnel and geographical
presence in Kuopio, enabling Siili’s regional expansion. The goodwill
is deductible in taxation. During the financial year, expert expenses
of EUR 11 thousand were recognised in respect of the acquisition.
The business acquisition has not had a material impact on the Siili
Group’s revenue or EBITA for the financial year 2023.
Assets acquired and Liabilities assumed
EUR 1,000 Talentree Oy
Intangible assets 60
Current receivables 6
Current liabilities -89
Acquired net assets -23
Acquisition cost
EUR 1,000
Consideration 147
Contingent consideration 50
Total acquisition cost 197
Fair value of acquired net assets -23
Goodwill 220
Consideration for the acquisition in the cash flow statement
EUR 1,000
Consideration paid in cash 147
Net consideration in the cash flow from
investing activities
147
ACQUISITIONS IN FINANCIAL PERIOD 2022
In October 2022, Siili Solutions Plc acquired the entire share
capital (100%) in Haallas Finland from Valamis Group Oy. Haallas
is a company specialising in design, technology and data, with a
strong foothold in the digitalisation of the public sector. Haallas
employs a personnel of 50 in in Joensuu, Oulu, Lappeenranta and
Helsinki. The acquisition is part of Siili’s growth strategy announced
in spring 2022, including the strengthening its business in the
public sector as one of the focus areas. Haallas Finland Oy has
been consolidated into the Siili Group since 4 October 2022.
The transaction price for the Haallas Finland Oy shares is based on
the debt-free enterprise value (EV), comprising a fixed consideration
of EUR 3.75 million and a potential contingent consideration
whose amount is determined on the basis of the audited financial
statements for 2022. The contingent consideration is capped at
EUR 5.25 million and it is to be paid in the 2023 financial year. The
consideration is paid entirely in cash and financed by Siili Solutions’
cash assets. The contingent consideration reflected in the
acquisition cost calculation is EUR 3,749 thousand. Any subsequent
adjustments to the contingent consideration will be recognised in
fair value through profit or loss.
In the transaction, customer relationships worth EUR 3,535
thousand were identified and recognised separately from goodwill.
The goodwill recognised in the transaction, EUR 4,498 thousand,
consists of Haallas’ capable personnel and strong position in public
sector digitalisation projects. Goodwill is not deductible in taxation.
During the financial year, expert expenses related to the acquisition
totalled EUR 239 thousand.
Haallas Finland Oy’s impact on Siili Group’s revenue for the financial
year 2022 was EUR 1,461 thousand, and the impact on EBITA was
EUR 307 thousand. If the acquisition had been carried out on 1
January 2022, the Group’s revenue would have been EUR 122,561
thousand and EBITA EUR 12,198 thousand.
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Assets acquired
EUR 1,000 Haallas Finland Oy
Intangible assets 3,535
Tangible assets 411
Current receivables 1,135
Cash and cash equivalents 95
Total acquired assets 5,176
Liabilities assumed
EUR 1,000
Deferred tax liabilities 707
Non-current liabilities 197
Current liabilities 1,067
Total acquired liabilities 1,971
Acquired net assets 3,205
Acquisition cost
EUR 1,000
Consideration 3,954
Contingent consideration 3,749
Total acquisition cost 7,703
Fair value of acquired net assets 3,205
Goodwill 4,498
Consideration for the acquisition in the cash flow statement
EUR 1,000
Consideration paid in cash 3,954
Acquired cash assets -95
Net consideration in the cash flow from
investing activities
3,859
4. Working capital
Aging of trade receivables
EUR 1,000
Gross
2023
Net
2023
Gross
2022
Net
2022
Not past due 13,627 13,627 16,133 16,133
Past due
1–30 days 5,062 5,062 1,877 1,877
31–60 days 264 264 422 422
61–90 days 17 17 48 48
more than 90 days 150 149 82 77
Total 19,119 19,118 18,562 18,562
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5. Capital structure
5.1 Equity
More detailed information on valid incentive schemes for the
Group’s key personnel are presented in Note 2.4 Share-based
payments.
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5.2 Financial risk management
The Siili Solutions Group is exposed to certain financial risks in
its normal business activities. The Group’s management monitors
business-related financial risks on a regular basis. The objective of
the Group’s risk management is to minimise the adverse effects
of financial risks on the Group’s result and financial position.
Financial risks are mainly caused by credit risk associated with
counterparties, funding liquidity risk as well as fluctuation of market
interest rates and foreign exchange rates.
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5.5 Liquid funds
EUR 1,000 2023 2022
Cash and bank accounts 29,022 33,315
Cash in hand and at bank, total 29,022 33,315
Fixed-term deposits, maturity over 3 months
but no more than 12 months
- 3,000
Total liquid funds 29,022 36,315
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 2023, no credit lines were utilised.
The liquid funds presented in the table correspond to the liquid
funds under the cash flow statement.
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6. Other notes
6.1 Subsidiaries
The Group’s parent and subsidiary relationships as at 31 December
2023 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 100% Helsinki, Finland
Haallas Finland Oy 100% Joensuu, Finland
Vala Group Oy
1
81.5% Helsinki, Finland
Siili Auto Oy
100% Helsinki, Finland
Subsidiaries owned by Siili Auto Oy
Siili Solutions Sp. z o.o.
100% Wrocław, Poland
Siili Solutions GmbH
100% Berlin, Germany
Siili Solutions Inc.
100% Delaware, USA
Supercharge Kft.
1
55% Budapest, Hungary
Subsidiaries owned by Supercharge Kft.
Supercharge
London Ltd.
55% London, United Kingdom
Supercharge
Netherlands B.V.
55% Amsterdam, Netherlands
Supercharge GmbH 55%
Vienna, Austria
Supercharge Inc. 55%
Delaware, USA
1
Vala Group Oy and Supercharge Kft. are 100% consolidated into the Group.
Changes in group structure
Siili Solutions Plc founded a subsidiary focusing on AI-assisted
software development, Siili Spaiks Oy.
6.2 Associated company
6.3 Related party transactions
Information on Group companies is presented in Note 6.1
Subsidiaries, while the remuneration of the CEO and rest of the
Management Team is discussed in Note 2.3 Employee benefit
expenses.
Transactions with an associated company
EUR 1,000 2023 2022
Sales - 17
Purchases - 476
Capital loan receivables - -
Receivables - -
Liabilities - 12
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6.4 Commitments and contingent assets
Commitments given on own behalf
EUR 1,000 2023 2022
Lease collateral 353 368
Company pledges 23,075 23,075
Corporate cards 83 83
Lease guarantees 324 327
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.
6.5 Material events after the financial year
The company does not have material events after the financial year.
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Parent company’s income statement
PARENT COMPANY’S FINANCIAL STATEMENTS, FAS
EUR Note
1 Jan 2023
–31 Dec 2023
1 Jan 2022
–31 Dec 2022
REVENUE 3.1 77,525,181.30 76,473,505.78
Other operating income 3.2 416,905.96 311,806.96
Materials and services 3.3
External services -32,346,271.98 -31,859,361.25
-32,346,271.98 -31,859,361.25
Employee benefit expenses 3.4
Salaries and fees -27,112,745.01 -28,029,450.26
Personnel-related expenses
Pension expenses -4,815,406.73 -4,630,460.10
Other personnel related expenses -769,123.48 -1,094,269.86
-32,697,275.22 -33,754,180.22
Depreciation, amortisation and impairments 3.5
Depreciation and amortisation according to plan -1,051,947.31 -1,694,054.34
-1,051,947.31 -1,694,054.34
Other operating expenses 3.6 -8,399,862.57 -7,763,681.04
OPERATING PROFIT 3,446,730.18 1,714,035.89
Financial income and expenses 3.7
Income from group undertakings 2,525,602.93 2,097,738.19
Other interest and financial income 398,571.25 206,493.74
Interest expenses and other financial expenses -215,940.16 -954,676.90
2,708,234.02 1,349,555.03
PROFIT BEFORE APPROPRIATIONS AND TAXES 6,154,964.20 3,063,590.92
Appropriations 3.8 -2,353,000.00 686,600.00
Income taxes 3.9
Taxes for the period -358,369.29 -623,748.83
-358,369.29 -623,748.83
PROFIT FOR THE PERIOD 3,443,594.91 3,126,442.09
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Parent company’s statement of financial position
EUR Note 31 Dec 2023 31 Dec 2022
ASSETS
NON-CURRENT ASSETS
Intangible assets 4.1
Goodwill 637,558.27 1,070,703.88
Intangible rights 332,800.00 416,000.00
Other non-current costs 65,218.11 79,307.12
Development costs 671,259.07 343,237.71
Advance payments 189,864.75 125,842.42
Total intangible assets 1,896,700.20 2,035,091.13
Tangible assets 4.2
Machinery and equipment 286,477.91 331,565.73
Advance payments - 0.00
Total tangible assets 286,477.91 331,565.73
Investments 4.3
Shares in Group companies 32,488,998.74 28,445,994.51
Share in an associated company - 0.00
Total investments 32,488,998.74 28,445,994.51
Total non-current assets 34,672,176.85 30,812,651.37
CURRENT ASSETS
Receivables
Long-term receivables 4.4
Receivables from an associate - 0.00
Total non-current assets - 0.00
Current 4.5. 4.6
Trade receivables 12,059,656.13 11,226,639.35
Receivables from Group companies 2,636,046.96 1,180,218.96
Other receivables 61,510.46 86,501.55
Prepaid expenses and accrued income 2,569,931.38 2,192,151.38
Total current assets 17,327,144.93 17,685,511.24
Liquid funds 22,616,238.33 29,479,494.06
Total current assets 39,943,383.26 44,165,005.30
TOTAL ASSETS 74,615,560.11 74,977,656.67
EUR Note 31 Dec 2023 31 Dec 2022
SHAREHOLDERS’ EQUITY AND LIABILITIES
SHAREHOLDERS’ EQUITY 4.7, 4.8
Share capital 100,000.00 100,000.00
Reserve for invested unrestricted equity 27,451,385.22 27,398,439.14
Treasury shares -461,413.59 -
Profit (loss) for previous financial years 5,879,169.13 4,407,838.61
Profit (loss) for the period 3,443,594.91 3,126,442.09
Total shareholders’ equity 36,412,735.67 35,032,719.84
LIABILITIES
Non-current liabilities 4.9, 4.10
Loans from financial institutions 6,230,357.96 8,743,179.32
Total non-current liabilities 6,230,357.96 8,743,179.32
Current liabilities 4.11-4.14
Loans from financial institutions 2,512,821.42 2,512,821.42
Advances received 1,115,929.62 1,685,100.74
Trade payables 2,405,457.30 1,426,644.05
Liabilities to Group companies 18,351,936.02 16,335,412.75
Other liabilities 2,224,898.23 2,304,774.21
Accrued expenses 5,361,423.89 6,937,004.34
Total current liabilities 31,972,466.48 31,201,757.51
Total liabilities 38,202,824.44 39,944,936.83
TOTAL EQUITY AND LIABILITIES 74,615,560.11 74,977,656.67
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Parent company’s statement of cash flow
EUR Note
1 Jan 2023
–31 Dec 2023
1 Jan 2022
–31 Dec 2022
Cash flow from operations
Result before appropriations and taxes 6,154,964.20 3,063,590.92
Adjustments:
Depreciation and amortisation according to plan 3.5 1,051,947.31 1,694,054.34
Financial income and expenses 3.7 -2,708,234.02 -1,349,555.03
Other non-payment income and expenses 102,298.74 34,817.21
Cash flow before change in working capital 4,600,976.23 3,442,907.44
Change in working capital
Change in current non-interest-bearing trade receivables
-1,823,802.90 -326,589.20
Change in non-interest-bearing liabilities
-2,245,247.24 1,179,773.33
Cash flow from operations before financial items and taxes
531,926.09 4,296,091.57
Interest received 410,216.25 12,594.74
Interest paid and payments for other financial expenses of operating activities -203,436.84 -696,875.93
Direct taxes paid -539,731.36 -932,050.23
Cash flow from operations 198,974.14 2,679,760.15
Investments
Investments in tangible and intangible assets 4.1, 4.2 -631,169.76 -887,418.02
Proceeds from the sale of tangible and intangible assets 13,948.00 0.00
Acquisition of subsidiaries 4.3 -4,201,225.26 -4,192,768.63
Dividends received from subsidiaries 3.7 1,975,602.93 2,987,691.79
Investments in and capital refunds from associated companies 4.4 18,891.00 293,500.00
Cash flow from investments -2,823,953.09 -1,798,994.86
EUR Note
1 Jan 2023
–31 Dec 2023
1 Jan 2022
–31 Dec 2022
Financing
Non-current loans, repayments 4.9 -2,517,857.16 -2,517,857.16
Share subscriptions with stock options 4.7 52,946.08 88,549.15
Acquisition of treasury shares 4.7 -494,797.39 -
Share issue - 14,597,000.00
Dividends paid 4.7 -1,621,796.96 -1,264,022.82
Group contribution received - 360,000.00
Group contribution paid -67,000.00 -840,000.00
Change in Group cash pool liabilities 410,228.65 2,512,624.45
Cash flow from financing -4,238,276.78 12,936,293.62
Net increase (+) / decrease (-) in liquid funds -6,863,255.73 13,817,058.91
Liquid funds at beginning of the financial year 29,479,494.06 15,662,435.15
Liquid funds at end of the financial year 22,616,238.33 29,479,494.06
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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 Direcotrs has approved these financial statements for
publication on 26 February 2024. Under the Finnish Limited Liability
Companies Act, the shareholders may either adopt or reject the
financial statements after their publication. The Annual General Meeting
may also decide to amend the financial statements.
2. Accounting policies
Siili Solutions Plc’s financial statements have been prepared in
accordance with the Finnish Accounting Standards (FAS).
FOREIGN CURRENCY ITEMS
Transactions in foreign currencies are recorded at the rate of exchange
prevailing on the transaction date. Receivables and liabilities in foreign
currencies on the balance sheet on the financial statements date
are translated using the exchange rate prevailing on the financial
statements date. Translation differences are recognised in the financial
statements through profit or loss.
RECOGNITION OF REVENUE FROM SALES
Revenue consists of work sales, project deliveries, maintenance and
licence sales. In calculating revenue, indirect taxes, discounts granted,
and foreign exchange rate differentials are deducted from the sales
revenue.
Sales revenue from services is recognised in the period when the
service is delivered. Revenue from maintenance and licence sales is
recognised over the contract period.
Income and expenses from project deliveries are recognised as revenue
and expenses based on the completion rate when the outcome of
the project can be reliably estimated. Revenue recognition based on
completion rate is always based on estimates of total income and
expenses over the project duration as well as a reliable measurement
of the progress of the project. If estimates of the project’s end result
change, the income-adjusted sales will be changed in the financial
year in which the change is first known and can be estimated. Any loss
expected from a project is immediately recognised as an expense.
OTHER OPERATING INCOME
Proceeds from sale of PPE, government grants and charges for services
delivered to subsidiaries are recognised in other operating income.
Government grants are recognised in the period when the costs they
are intended to compensate have emerged and the company considers
itself entitled to the grant.
RESEARCH AND DEVELOPMENT COSTS
Any research costs related to the development of the company’s
services are directly written off as annual expenses in the income
statement. Development costs are either expensed in the income
statement or capitalised on the statement of financial position on a
case-by-case basis.
PENSIONS
The statutory pension cover for the company’s personnel is arranged
by statutory pension insurance plans. Statutory pension costs are
recognised as an expense in the year of accrual.
RENTS AND LEASE PAYMENTS
Rents and leasing expenses are recognised as annual expenses in
accordance with Finnish accounting legislation.
TAXES
The income statement includes the company’s income taxes based on
taxable profit for the period as well as adjustments to prior year taxes.
TANGIBLE AND INTANGIBLE ASSETS
Tangible and intangible assets are recognised at initial acquisition cost
and depreciated and amortised on a straight-line basis. The applicable
depreciation and amortisation periods and methods are as follows:
—
Intangible assets 3–10 years, straight-line
—
Tangible assets 3–5 years, straight-line
TRADE AND OTHER RECEIVABLES
Trade and other receivables are measured at nominal value. A credit
loss allowance is recognised on trade receivables based on case-
specific risk assessment. The credit loss allowance is recognised
through profit or loss as an expense for the period.
LIQUID FUNDS AND LOANS FROM FINANCIAL INSTITUTIONS
Liquid funds include cash and cash equivalents, bank accounts, the
group account and highly liquid bank deposits with an agreed maturity.
Utilised overdraft facilities are presented in current liabilities in the
statement of financial position. Loans from financial institutions are
included in current and non-current liabilities in the statement of financial
position. Interest expenses are recognised in the period when they arise.
EQUITY AND DIVIDENDS
The Board of Directors’ proposal on dividend distribution is not
deducted from distributable equity until approved by the Annual
General Meeting of shareholders.
TREASURY SHARES
The acquisition of treasury shares and related transaction costs are
presented in the reserve of treasury shares. Transfers of treasury shares
are presented as an increase in the reserve of treasury shares and as a
reduction of retained earnings.
PROVISIONS
A provision is made when the company has a legal or constructive
obligation based on an earlier event and it is likely that the performance
of the obligation will require a payment and the amount of the obligation
can be estimated reliably. The provision is presented in the statement of
financial position either in non-current or current liabilities based on its
nature.
DERIVATIVES INSTRUMENTS
Derivatives contacts entered into for hedging interest rate risk are
measured at fair value. Interest rate differentials related to derivatives
contracts recognised based on the accruals principle as financial income
and expenses.
MANAGEMENT’S JUDGMENT AND THE USE OF ESTIMATES
The preparation of financial statements requires the management of the
company to make estimates and assumptions affecting the contents
of the financial statements. Although the estimates are based on
management’s best current view, the outcomes may differ significantly
from the estimates. Any changes in estimates and assumptions
are reflected in reporting for the financial year when the estimate or
assumption is revised as well as all subsequent financial years. Estimates
related to the financial statements are mainly related to the recognition of
revenue from long-term projects, amortisation of goodwill and provisions.
Russia’s war of aggression against Ukraine has not had and is not
expected have a direct impact on Siili’s business. However, the elevated
general uncertainty and inflation in 2023 affected in particular our clients’
investment decisions, thereby also weighing on Siili’s business. These
factors are expected to continue to affect Siili’s business in the current
financial year. According to management observations and estimates,
the impacts of the market environment in the financial year 2023 were
moderate, and they are expected to remain at a similar level in 2024.
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3.1 Breakdown of revenue by market area
EUR 2023 2022
Sales in Finland 73,247,952.75 73,130,138.44
Sales to abroad 4,277,228.55 3,343,367.34
Total 77,525,181.30 76,473,505.78
EUR 2023 2022
Revenue from projects based on
completion
1,524,098.44 1,667,492.55
% of revenue 2.0% 2.2%
3.2 Other operating income
EUR 2023 2022
Grants received 162,323.00 109,130.00
Other 28,635.00 6,707.43
Services to Group companies 211,999.96 195,969.53
Total 402,957.96 311,806.96
3.3 Materials and services
EUR 2023 2022
External services 32,346,271.98 31,859,361.25
Total 32,346,271.98 31,859,361.25
3. Notes to the income statement
3.4 Information on personnel and related
parties
EUR 2023 2022
CEO’s salaries and remuneration 282,798.00 462,976.00
Board of Directors’ salaries and
remuneration
162,450.00 152,100.00
Other salaries and remuneration 26,667,497.01 27,414,374.26
Pension expenses 4,815,406.73 4,630,460.10
Other personnel related
expenses
769,123.48 1,094,269.86
Total 32,697,275.22 33,754,180.22
More detailed information is provided in Note 6.3 Related-party transactions.
2023 2022
Average number of personnel
403 421
3.5 Depreciation, amortisation
and impairments
EUR 2023 2022
Tangible assets
Machinery and equipment 115,051.12 132,114.58
Immaterial rights
Goodwill 674,427.53 1,448,432.84
Other intangible assets 262,468.66 113,506.92
Total 1,051,947.31 1,694,054.34
3.6 Other operating expenses
EUR 2023 2022
Voluntary personnel-related
expenses
1,144,294.16 1,181,090.42
Travel expenses 346,457.15 289,494.88
Lease and vehicle expenses 1,765,373.30 1,678,405.63
IT expenses 2,632,102.58 2,288,833.27
Marketing, sales promotion and
communications expenses
609,235.31 561,207.98
Expert services 665,254.86 433,272.20
Service purchases from Group
companies
318,280.69 498,290.67
Other operating expenses 918,864.52 833,085.99
Total 8,399,862.57 7,763,681.04
Audit fees
EUR 2023 2022
Audit fees 147,735.00 131,930.00
Tax advisory 0.00 1,515.00
Certifications and opinions 15,774.00 16,305.00
Other services 0.00 3,965.00
Total 163,509.00 153,715.00
3.7 Financial income and expenses
EUR 2023 2022
Dividends from Group
companies
2,525,602.93 2,097,738.19
Interest income and other
financial income
398,571.25 206,050.91
Foreign exchange gains
- 442.83
Loss on disposal of an associat-
ed company
- -200,899.00
Interest expenses on loans from
financial institutions
-171,412.29
-204,499.27
Impairment of a capital loan
eceivable
18,891.00 -76,450.00
Other financial expenses
-54,976.87 -446,093.03
Foreign exchange losses
-8,442.00 -26,735.60
Total 2,708,234.02 1,349,555.03
3.8 Appropriations
EUR 2023 2022
Group contribution received 300,000.00 753,600.00
Group contribution paid -2,653,000.00 -67,000.00
Total -2,353,000.00 686,600.00
3.9 Income taxes
EUR 2023 2022
Tilikauden verot -371,866.04 -623,748.83
Tax for previous financial years 13,496.75 -
Total -358,369.29 -623,748.83
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EUR Goodwill Immaterial rights
Other non-current
expenses Development costs Advance payments Total
Acquisition cost 1 Jan 2023 13,802,395.18 416,000.00 464,487.78 358,637.03 125,842.42 15,167,362.41
Additions 241,281.92 0.00 38,689.40 242,433.99 276,099.95 798,505.26
Disposals 0.00 0.00 0.00 0.00 0.00 0.00
Reclassifications 0.00 0.00 0.00 212,077.62 -212,077.62 0.00
Acquisition cost 31 Dec 2023 14,043,677.10 416,000.00 503,177.18 813,148.64 189,864.75 15,965,867.67
Acc. amortisation 1 Jan 2023 -12,731,691.30 0.00 -385,180.66 -15,399.32 0.00 -13,132,271.28
Disposals 0.00 0.00 0.00 0.00 0.00 0.00
Amortisation for the period -674,427.53 -83,200.00 -52,778.41 -126,490.25 0.00 -936,896.19
Acc. amortisation 31 Dec 2023 -13,406,118.83 -83,200.00 -437,959.07 -141,889.57 0.00 -14,069,167.47
Carrying amount 31 Dec 2023 637,558.27 332,800.00 65,218.11 671,259.07 189,864.75 1,896,700.20
4.1 Goodwill and intangible assets
EUR Goodwill Immaterial rights
Other non-current
expenses Development costs Advance payments Total
Acquisition cost 1 Jan 2022 13,802,395.18 0.00 451,866.81 0.00 77,796.38 14,332,058.37
Additions 0.00 416,000.00 0.00 44,467.08 362,935.99 823,403.07
Disposals 0.00 0.00 0.00 0.00 -720.00 -720.00
Reclassifications 0.00 0.00 12,620.97 314,169.95 -314,169.95 12,620.97
Acquisition cost 31 Dec 2022 13,802,395.18 416,000.00 464,487.78 358,637.03 125,842.42 15,167,362.41
Acc. amortisation 1 Jan 2022 -11,283,258.46 0.00 -287,073.06 0.00 0.00 -11,570,331.52
Disposals 0.00 0.00 0.00 0.00 0.00 0.00
Amortisation for the period -1,448,432.84 0.00 -98,107.60 -15,399.32 0.00 -1,561,939.76
Acc. amortisation 31 Dec 2022 -12,731,691.30 0.00 -385,180.66 -15,399.32 0.00 -13,132,271.28
Carrying amount 31 Dec 2022 1,070,703.88 416,000.00 79,307.12 343,237.71 125,842.42 2,035,091.13
4.2 Tangible assets
EUR
Machinery and
equipment Advance payments Total
Acquisition cost 1 Jan 2023 2,357,398.42 0.00 2,357,398.42
Additions 69,963.30 0.00 69,963.30
Disposals -97,390.09 0.00 -97,390.09
Reclassifications 0.00 0.00 0.00
Acquisition cost 31 Dec 2023 2,329,971.63 0.00 2,329,971.63
Acc.depreciation 1 Jan 2023 -2,025,832.69 0.00 -2,025,832.69
Disposals 97,390.09 0.00 97,390.09
Depreciation for the period -115,051.12 0.00 -115,051.12
Acc. depreciation 31 Dec 2023 -2,043,493.72 0.00 -2,043,493.72
Carrying amount 31 Dec 2023 286,477.91 0.00 286,477.91
EUR
Machinery and
equipment Advance payments Total
Acquisition cost 1 Jan 2022 2,277,876.10 0.00 2,277,876.10
Additions 60,022.46 19,499.86 79,522.32
Disposals 0.00 0.00 0.00
Reclassifications 19,499.86 -19,499.86 0.00
Acquisition cost 31 Dec 2022 2,357,398.42 0.00 2,357,398.42
Acc. depreciation 1 Jan 2022 -1,893,718.11 0.00 -1,893,718.11
Disposals 0.00 0.00 0.00
Depreciation for the period -132,114.58 0.00 -132,114.58
Acc. depreciation 31 Dec 2022 -2,025,832.69 0.00 -2,025,832.69
Carrying amount 31 Dec 2022 331,565.73 0.00 331,565.73
4. Notes to the statement of financial position
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4.3 Investments
Shares in Group companies
EUR 2023 2022
Carrying amount 1 Jan 28,445,994.51 24,253,225.88
Increases in the period 4,043,004.23 4,192,768.63
Carrying amount 31 Dec 32,488,998.74 28,445,994.51
Share in an associated company
EUR 2023 2022
Carrying amount 1 Jan - 200,900.00
Decreases in the period - -200,900.00
Carrying amount 31 Dec - 0.00
During the financial year 2022, Siili Solutions Plc divested its 49% holding in
the associated company Knome Oy to Rainmaker Group Oy.
4.4 Non-current loan receivables
Loans granted to an associated company
EUR 2023 2022
Carrying amount 1 Jan
- 369,950.00
Loans granted during the
financial year
- 122,500.00
Loan repayments - -416,000.00
Impairments on loan receivables - -76,450.00
Carrying amount 31 Dec - 0.00
4.5 Receivables from Group companies
EUR 2023 2022
Trade receivables 1,032,446.96 421,540.69
Other receivables - 5,078.27
Dividend receivables 550,000.00 -
Group contribution receivables 1,053,600.00 753,600.00
Total 2,636,046.96 1,180,218.96
4.6 Current receivables
Prepaid expenses and accrued income
EUR 2023 2022
Receivables related to projects
based on completion
175,979.84 91,716.82
Other allocation of income 204,581.47 492,219.81
Derivatives receivables 78,325.00 111,692.00
Other accrued income and
prepaid expenses
555,601.86 143,823.12
Advances paid 1,553,190.01 1,352,699.63
Total 2,567,678.18 2,192,151.38
Trade and other current receivables
EUR 2023 2022
Trade receivables 12,059,728.14 11,227,263.53
Credit loss allowance -72.01 -624.18
Lease collateral receivables 58,177.46 86,500.55
Deposits with an agreed maturity - 3,000,000.00
Other short-term receivables 3,333.00 1.00
Total 12,121,166.59 14,313,140.90
4.7 Changes in shareholders’ equity
EUR 2023 2022
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 27,398,439.14 12,712,889.99
Share subscriptions with stock options 52,946.08 88,549.15
Share issue - 14,597,000.00
Reserve for invested unrestricted equity 31 Dec 27,451,385.22 27,398,439.14
Treasury shares 1 Jan - -
Acquisitions of treasury shares -494,797.39 -
Transfers of treasury shares 33,383.80 -
Treasury shares 31 Dec -461,413.59 -
Retained earnings 1 Jan 7,534,280.73 5,671,861.43
Distribution of dividends -1,621,727.80 -1,264,022.82
Transfers of treasury shares -33,383.80 -
Retained earnings 31 Dec 5,879,169.13 4,407,838.61
Profit for the period 3,443,594.91 3,126,442.09
Total shareholders’ equity 36,412,735.67 35,032,719.84
4.8 Statement of distributable funds
EUR 2023 2022
Reserve for invested unrestricted equity 27,451,385.22 27,398,439.14
Retained earnings 5.879.169.13 4,407,838.61
Profit for the period 3.443.594.91 3,126,442.09
Less capitalised development costs -861,123.82 -469,080.13
Total distributable funds 35,913,025.44 34,463,639.71
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.26 (0.20) per share be paid for the financial period
2023.
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4.9 Interest-bearing liabilities
EUR 2023 2022
Maturing in in the following the
financial year
2,512,821.42 2,512,821.42
Maturing later 6,230,357.96 8,743,179.32
Total 8,743,179.38 11,256,000.74
Company pledges of EUR 23,000 thousand are placed as collateral for loans
and a credit line of EUR 2,500 thousand. At the end of financial years 2023
and 2022, the credit line was not utilised.
4.10 Liabilities maturing later than in five
years
EUR 2023 2022
Loans from financial institutions - 744,641.00
Total - 744,641.00
4.11 Advances received
EUR 2023 2022
Advance payments received
from projects based on
completion
32,831.39 429,544.93
Advance payments received,
other
1,083,098.23 1,255,555.81
Total 1,115,929.62 1,685,100.74
4.12 Liabilities to Group companies
EUR 2023 2022
Trade payables 2,704,523.03 3,680,560.03
Other liabilities 3,747.30 7,415.68
Group contribution liability 2,653,000.00 67,000.00
Group cash-pool liability 12,990,665.69 12,580,437.04
Total 18,351,936.02 16,335,412.75
4.13 Trade and other payables
EUR 2023 2022
Trade payables 2,405,457.30 1,426,644.05
Withholding tax liabilities 610,745.80 644,206.45
VAT liabilities 1,583,828.89 1,629,635.42
Other short-term payables 30,323.54 30,932.34
Total 4,630,355.53 3,731,418.26
4.14 Accrued expenses
EUR 2023 2022
Salary costs 72,181.70 84,305.29
Vacation pay and related social
costs
4,019,903.93 4,130,811.66
Social cost liabilities 727,516.94 787,217.05
Other accruals 541,821.32 1,934,670.31
Total 5,361,423.89 6,937,004.31
5.1 Collateral provided, commitments and other guarantees
Lease liabilities
EUR 2023 2022
Maturing in in the following the financial year
1,676,905.87
1,473,597.01
Maturing later 648,438.50 1,329,051.97
Total 2,325,344.37 2,802,648.98
Commitments provided
EUR 2023 2022
Lease collateral 86,500.55 86,500.55
Lease guarantees 113,062.78 113,062.78
Corporate cards 58,927.26 63,987.17
Total 258,490.59 263,550.50
Collateral
EUR 2023 2022
Company pledges 23,000,000.00 23,000,000.00
Total 23,000,000.00 23,000,000.00
5. Other notes
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5.2 Share
Largest registered shareholders as at 31 Dec 2023
Number of shares %
Lamy Oy 1,301,267 15.99%
Ilmarinen Mutual Pension Insurance Company 613,350 7.54%
Erina Oy 589,819 7.25%
Elo Mutual Pension Insurance Company 445,000 5.47%
Danske Invest Finland Equity Fund 390,502 4.80%
Varma Mutual Pension Insurance Company 324,034 3.98%
OP-Finland Small Cap Fund 298,979 3.67%
Säästöpankki Small Cap Mutual Fund 128,150 1.57%
Säästöpankki Kotimaa Fund 116,250 1.43%
Narvanto Kirsi Annuli 115,700 1.42%
Kurek Wojciech 74,123 0.91%
Aktia Nordic Small Cap Mutual Fund 58,250 0.72%
Yli-Krekola Antti Veikko 49,200 0.60%
Oy Famkro Ab 45,400 0.56%
Järviseudun Peruna Oy 40,000 0.49%
Siljamäki Samuli Johannes 37,000 0.45%
Ilmoniemi Mika Kalervo 32,012 0.39%
Savolainen Heikki Antero 32,000 0.39%
Toiviainen Yrjö Tapio 30,094 0.34%
Kabaja Konrad Daniel 25,588 0.31%
20 largest, total 4,746,718 58.53%
Nominee registered, total 1,191,725 14.69%
Other shareholders 2,171,683 26.78%
Outstanding shares, total 8,110,126 99.66%
Treasury shares held by Siili Solutions Plc 27,954 0.34%
Total number of shares 8,138,080 100.00%
Breakdown of shareholdings 31 Dec 2023
Number of shareholders % of shareholders
1–100 3,613 55.74%
101–1,000 2,461 37.97%
1,001–10,000 363 5.60%
10,001–100,000 33 0.51%
100,001–1,000,000 11 0.17%
1,000,001– 1 0.02%
Total 6,482 100%
Shareholders by sector 31 Dec 2023
Number of shareholders % of shareholders
Private companies 203 3.13%
Financial and insurance institutions 14 0.22%
Public sector organizations 3 0.05%
Households 6,224 96.02%
Non-profit instit serving households 10 0.15%
Foreigners 19 0.29%
Nominee registered 9 0.14%
Total 6,482 100%
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) 17.45
Lowest price during the financial year (EUR) 8.24
Closing price at the end of the financial year (EUR) 9.62
Market capitalisation as at 31 December 2023 (EUR) 78,288,330.00
Trading volume 1 Jan–31 Dec 2023 (number of shares) 1,324,810.00
Average price 1 Jan–31 Dec 2023 (EUR) 12.22
Share turnover % of total number of shares 16.3%
Number of shares as at 31 December 2023 8,138,080
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5.3 Related-party transactions
Shareholdings of the members of the Board of Directors,
CEO and Management Team (number of shares)
2023 2022
Chief Executive Officer
1
2,820 0
Board of Directors
2
6,763 6,763
Management Team 22,227 21,147
Total 31,810 27,910
1
Tomi Pienimäki's controlled entity Greater Fool Oy held a total of 15,500
shares as at 31 December 2023, 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 2023, 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.
Signatures to the financial statements and Report of the Board of Directors.
Helsinki, 26 February 2024
Harry Brade Anu Nissinen Kati Hagros
Chair of the Board of Directors Member of the Board Member of the Board
Tero Ojanperä Jesse Maula Tomi Pienimäki
Member of the Board Member of the Board Chief Executive Officer
Auditor’s note
Our auditor’s report has been issued today.
Helsinki, 26 February 2024
KPMG Oy Ab
Audit Firm
Leenakaisa Winberg, APA
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Auditor’s Report
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, 2023. The financial statements comprise the
consolidated balance sheet, [income statement], statement of
comprehensive income, statement of changes in equity, statement
of cash flows and notes, including material accounting policy
information, as well as the parent company’s balance sheet, income
statement, statement of cash flows and notes.
In our opinion
— the consolidated financial statements give a true and fair view
of the group’s financial position, financial performance and
cash flows in accordance with IFRS Accounting Standards as
adopted by the EU
— the financial statements give a true and fair view of the parent
company’s financial performance and financial position in
accordance with the laws and regulations governing the
preparation of financial statements in Finland and comply with
statutory requirements.
Our opinion is consistent with the additional report submitted to the
Audit Committee.
Basis for Opinion
We conducted our audit in accordance with good auditing practice
in Finland. Our responsibilities under good auditing practice are
further described in the Auditor’s Responsibilities for the Audit of
the Financial Statements section of our report.
We are independent of the parent company and of the group
companies in accordance with the ethical requirements that are
applicable in Finland and are relevant to our audit, and we have
fulfilled our other ethical responsibilities in accordance with these
requirements.
In our best knowledge and understanding, the non-audit services
that we have provided to the parent company and group
companies are in compliance with laws and regulations applicable
in Finland regarding these services, and we have not provided any
prohibited non-audit services referred to in Article 5(1) of regulation
(EU) 537/2014. The non-audit services that we have provided have
been disclosed in note 2.5 to the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
Materiality
The scope of our audit was influenced by our application of
materiality. The materiality is determined based on our professional
judgement and is used to determine the nature, timing and extent
of our audit procedures and to evaluate the effect of identified
misstatements on the financial statements as a whole. The level of
materiality we set is based on our assessment of the magnitude of
misstatements that, individually or in aggregate, could reasonably
be expected to have influence on the economic decisions of the
users of the financial statements. We have also taken into account
misstatements and/or possible misstatements that in our opinion
are material for qualitative reasons for the users of the financial
statements.
Key Audit Matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial
statements of the current period. These matters were addressed
in the context of our audit of the financial statements as a whole,
and in forming our opinion thereon, and we do not provide a
separate opinion on these matters. The significant risks of material
misstatement referred to in the EU Regulation No 537/2014 point
(c) of Article 10(2) are included in the description of key audit
matters below.
We have also addressed the risk of management override of
internal controls. This includes consideration of whether there was
evidence of management bias that represented a risk of material
misstatement due to fraud.
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
2023, the group had EUR 32.5 million of goodwill and EUR
7.2 million of intangible assets.
Goodwill and intangible assets are tested for impairment annually.
Estimating future cash flows in impairment tests involves a
significant amount of management judgment in respect of revenue
growth, profitability, long-term growth rate and discount rates,
among others.
Valuation of goodwill and acquisition related intangible assets are
considered a key audit matter due to the significant carrying values
and high level of management judgement involved.
Our audit procedures regarding impairment testing included,
among others:
— Assessing the key assumptions used in the calculations,
such as profitability levels, discount rates used and long-term
growth rate.
— Assessing whether the methods and the key assumptions
used are appropriate and have been consistently applied
year-on-year.
— Involving KPMG valuation specialists when considering the
appropriateness of the assumptions used in relation to market
and industry information, and testing the technical accuracy of
the calculations.
In addition, we have assessed the appropriateness of the group’s
disclosures in respect of the impairment testing.
This document is an English translation of the Finnish auditor’s report. Only the Finnish version of the report is legally binding.
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Responsibilities of the Board of Directors and the Managing
Director for the Financial Statements
The Board of Directors and the Managing Director are responsible
for the preparation of consolidated financial statements that give a
true and fair view in accordance with IFRS Accounting Standards
as adopted by the EU, and of financial statements that give a
true and fair view in accordance with the laws and regulations
governing the preparation of financial statements in Finland and
comply with statutory requirements. The Board of Directors and
the Managing Director are also responsible for such internal
control as they determine is necessary to enable the preparation
of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the Board of Directors
and the Managing Director are responsible for assessing the
parent company’s and the group’s ability to continue as a going
concern, disclosing, as applicable, matters relating to going
concern and using the going concern basis of accounting. The
financial statements are prepared using the going concern basis
of accounting unless there is an intention to liquidate the parent
company or the group or cease operations, or there is no realistic
alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial
Statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with good auditing practice will always
detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of
the financial statements.
As part of an audit in accordance with good auditing practice,
we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:
— Identify and assess the risks of material misstatement of the
financial statements, whether due to fraud or error, design
and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of
internal control.
— Obtain an understanding of internal control relevant to the audit
in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion
on the effectiveness of the parent company’s or the group’s
internal control.
— Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and related
disclosures made by management.
— Conclude on the appropriateness of the Board of Directors’
and the Managing Director’s use of the going concern basis of
accounting and based on the audit evidence obtained, whether
a material uncertainty exists related to events or conditions
that may cast significant doubt on the parent company’s or the
group’s ability to continue as a going concern. If we conclude
that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in
the financial statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the parent
company or the group to cease to continue as a going concern.
Revenue recognition (reference to the consolidated financial statements and notes 2.1)
Revenue recognition is one of our focus areas for example due to
following:
— The company’s services consist of tailormade software
solutions, and majority of the consolidated revenue is based on
hourly billing. Revenue based on service hours is recognized
in the financial period in which the provided service was
performed. The correctness of the working hours entered in the
time tracking system as well as the efficiency of management’s
controls over those hours are emphasized when assessing the
appropriateness of revenue recognition.
— Regarding fixed price projects the satisfaction of the
performance obligation shall be monitored throughout the
project delivery. Revenue recognition based on satisfaction of
performance involves management judgment and estimates
especially when forecasting total costs of the project and
resources needed.
— Our audit procedures covered assessment of the control
environment relating to revenue recognition, as well as testing
the operating effectiveness of the associated key controls. In
addition, we performed substantive and analytical procedures
over revenue.
— We assessed group’s revenue recognition principles in relation
to IFRS standards.
— We assessed the processes for tracking, recording and
invoicing sales. In addition, we assessed the accuracy of the
recognition of revenue on accrual basis.
— We assessed the appropriateness of the revenue recognized for
projects based on satisfaction of performance and evaluated
company’s process for identifying potential losses related to
these projects.
— In addition, we have assessed the appropriateness of the
group’s disclosures in respect of revenue.
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— 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.
— Obtain sufficient appropriate audit evidence regarding the
financial information of the entities or business activities within
the group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision
and performance 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.
Other Reporting Requirements
Information on our audit engagement
We were first appointed as auditors by the Annual General Meeting
on 12 March 2010, and our appointment represents a total period
of uninterrupted engagement of 14 years. Siili Solutions Plc
became a public interest entity on 20 April 2016. We have been
the company’s auditors since it became a public interest entity.
Other Information
The Board of Directors and the Managing Director are responsible
for the other information. The other information comprises the
report of the Board of Directors and the information included in
the Annual Report, but does not include the financial statements
or our auditor’s report thereon. We have obtained the report of the
Board of Directors prior to the date of this auditor’s report, and the
Annual Report is expected to be made available to us after that
date. Our opinion on the financial statements does not cover the
other information.
In connection with our audit of the financial statements, our
responsibility is to read the other information identified above and,
in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge
obtained in the audit, or otherwise appears to be materially
misstated. With respect to the report of the Board of Directors,
our responsibility also includes considering whether the report of
the Board of Directors has been prepared in accordance with the
applicable laws and regulations.
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
accordance with the applicable laws and regulations.
If, based on the work we have performed on the other information
that we obtained prior to the date of this auditor’s report, we
conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing
to report in this regard.
Helsinki 26 February 2024
KPMG OY AB
Leenakaisa Winberg
Authorised Public Accountant, KHT
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Independent Auditor’s Reasonable Assurance Report
on Siili Solutions Plc’s ESEF Financial Statements
To the Board of Directors
of Siili Solutions Plc
We have undertaken a reasonable assurance engagement in
respect of whether the consolidated financial statements for the
year ended 31 December, 2023 included in the digital financial
statements 7437003WYXJUSV27Q316-2023-12-31-en.zip of Siili
Solutions Plc (Business ID 1979903-5) have been marked up with
iXBRL markups in accordance with the requirements of Article 4
of EU Delegated Regulation 2018/815 (ESEF RTS).
The Responsibility of the Board of Directors and Managing
Director
The Board of Directors and Managing Director are responsible
for preparing the report of the Board of Directors and financial
statements (ESEF financial statements) that comply with the
requirements of ESEF RTS. This responsibility includes:
— preparation of ESEF financial statements in XHTML format in
accordance with Article 3 of the ESEF RTS
— marking up the primary statements and the notes to the
consolidated financial statements, and the company
identification data included in the ESEF financial statements
with iXBRL tags in accordance with Article 4 of the ESEF RTS;
and
— ensuring consistency between ESEF financial statements and
audited financial statements.
The Board of Directors and the Managing Director are also
responsible for such internal control as they deem necessary to
prepare the ESEF financial statements in accordance with the
requirements of the ESEF RTS.
Auditor’s Independence and Quality Management
We are independent of the company in accordance with the
ethical requirements applicable in Finland, which apply 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 regulations requirements.
Auditor’s Responsibility
In accordance with the Engagement Letter our responsibility is to
express an opinion on whether the marking up of the consolidated
financial statements included in the ESEF financial statements
comply in all material respects with the Article 4 of the ESEF
RTS. We conducted our reasonable assurance engagement
in accordance with International Standard on Assurance
Engagements 3000.
The engagement involves procedures to obtain evidence whether;
— the primary statements of the consolidated financial statements
included in the ESEF financial statements are, in all material
respects, marked up with iXBRL tags in accordance with Article
4 of the ESEF RTS, and;
— whether the notes to the consolidated financial statements and
the company identification data included in the ESEF financial
statements data, have been marked up, in all material respects,
with iXBRL tags in accordance with Article 4 of the ESEF RTS;
and
— whether the ESEF financial statements and the audited financial
statements are consistent with each other.
The nature, timing and the extent of procedures selected depend
on practitioner’s judgement. This includes the assessment of the
risks of material departures from the requirements set out in the
ESEF RTS, whether due to fraud or error.
We believe that the evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Opinion
In our opinion, the primary statements of the consolidated
financial statements, the notes to the consolidated financial
statements and the company identification data included in
the ESEF financial statements of Siili Solutions Plc identified as
7437003WYXJUSV27Q316-2023-12-31-en.zip for the year ended
31 December, 2023 are, in all material respects, marked up in
compliance with the ESEF Regulatory Technical Standard.
Our audit opinion on the audit of the consolidated financial
statements of Siili Solutions Plc for the year ended 31 December,
2023 is set out in our Auditor’s Report dated 26 February, 2024. In
this report, we do not express any audit opinion or other assurance
conclusion on the consolidated financial statements.
Helsinki 7 March, 2024
KPMG OY AB
Leenakaisa Winberg
Authorised Public Accountant, KHT
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Board of directors
Harry Brade
b. 1969, M.Sc. (Tech.), MBA, CEFA
Chair of the Board of Directors
Chair of the HR Committee
Lamy Ltd, CEO and Investment
Director
Independent of the company
Number of shares: 0 *
*) Harry Brade’s controlled entity Lamy
Ltd held a total of 1,301,267 shares
as at 31 December 2023.
Kati Hagros
b. 1970, M.Sc. (Tech.), M.Sc. (Soc.)
Member of the Board
Member of the Audit Committee
Aalto University, CDO
Independent of the company
and its significant shareholders
Number of shares: 2,000
Jesse Maula
b. 1976, M.Sc. (Soc.)
Member of the Board
Member of the Audit Committee
Avidly Plc, CEO
Independent of the company
and its significant shareholders
Number of shares: 0
Tero Ojanperä
b. 1966, D.Sc. (Tech.)
Member of the Board
Member of the HR Committee
Entrepreneur, Board Professional
Independent of the company
and its significant shareholders
Number of shares: 875
Anu Nissinen
b. 1963, M.Sc. (Econ.)
Member of the Board
Deputy Chair of the Board
Chair of the Audit Committee
Member of the HR Committee
Viestimedia Oy, CEO
Independent of the company
and its significant shareholders
Number of shares: 3,888
The composition of the Board of Siili Solutions Plc and the members’ shareholdings are presented as at 31 December 2023.
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/ SIILI IN BRIEF / BOARD OF DIRECTORS’ REPORT / KEY FIGURES / FINANCIAL STATEMENTS / BOARD OF DIRECTORS AND MANAGEMENT TEAM / INFORMATION FOR SHAREHOLDERS
Management team
Siili Solutions Plc shares held by the members of the Management Team and their controlled entities as at 31 December 2023.
The Management Team of Siili Solutions is presented as at 31 December 2023, unless otherwise indicated.
Shareholdings of the Management Team are presented as at 31 December 2023.
Andras Tessenyi
b. 1986, B.Sc.
CEO, Supercharge (Member of the
Management Team as of 1 March 2023)
Number of shares: 0
Aleksi Kankainen
b. 1977, M.Sc. (Econ.)
Chief Financial Officer
Number of shares: 3,036
Kari Pirttikangas
b. 1970, M.Sc. (Tech.)
Chief Operating Officer
Number of shares: 16,340
Kenneth Lindfors
b. 1971, MBA
Chief Commercial Officer
Number of shares: 1,103
Taru Salo
b. 1980, M.Sc. (Econ.)
Chief People Officer
Number of shares: 1,748
Tomi Pienimäki
b. 1973, D.Sc. (Tech.), M.Sc. (Econ.)
Chief Executive Officer
Number of shares: 2,820*
*) Tomi Pienimäki’s controlled entity
Greater Fool Oy held a total of 15,500
shares as at 31 December 2023
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/ SIILI IN BRIEF / BOARD OF DIRECTORS’ REPORT / KEY FIGURES / FINANCIAL STATEMENTS / BOARD OF DIRECTORS AND MANAGEMENT TEAM / INFORMATION FOR SHAREHOLDERS
Information for shareholders
meeting and submit their votes by 25 March 2024 at 10:00 am
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 28 February 2024 at 10:00 am and 25 March 2024 at
10:00 am in the following ways:
a) Through the company website using the service available at
https://sijoittajille.siili.com/en/general-meeting2024. Logging in
the advance voting service is similar to the electronic registration
service described in section C. 1. a) of these instructions.
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-meeting2024.
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
Financial calendar for 2024
The Annual General Meeting will be held on 3 April 2024.
The business review for 1 January–31 March 2024 will be published
on 24 April 2024.
The half-year report for 1 January–30 June will be published on 13
August 2024.
The business review for 1 January–30 September 2024 will be
published on 22 October 2024.
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 3 April 2024 at 2:00
pm in the event venue Eliel at Sanomatalo, Töölönlahdenkatu 2,
00100 Helsinki, Finland.
Shareholders registered on 20 March 2024 (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
28 February 2024 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
Finland Ltd on the record date of the AGM, i.e. 20 March 2024.
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 27 March
2024 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 0.26 per share be paid from the company’s
distributable funds on the adopted balance sheet for the financial
year 2023, totalling approximately EUR 2.1 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 5 April 2024. The Board proposes that the dividend be
paid on 12 April 2024.
Investor Relations
Tomi Pienimäki, CEO
Tel. +358 40 834 1399
Email: tomi.pienimaki@siili.com
Aleksi Kankainen, CFO
Tel. +358 40 534 2709
Email: aleksi.kankainen@siili.com
Valtteri Taube, Marketing and Communications Director
Tel. + 358 44 335 5990
Email: valtteri.taube@siili.com
Taru Kovanen, General Counsel
Tel. +358 40 417 6221
Email: taru.kovanen@siili.com