Gofore Oyj
Stock exchange release
Notice to the Annual General Meeting
19 March 19 2025 at 12.15 pm
Notice to the Gofore Plc Annual General Meeting 2025
The shareholders of Gofore Oyj are invited to the Annual General Meeting to be held on 11 April 2025 at 1.00 PM at the Gofore Plc headquarters, located at Peltokatu 34, 33100 Tampere. Registration of attendees and distribution of voting cards will begin at 12.00 noon.
Shareholders may also exercise their voting rights by voting in advance. Instructions for advance voting are provided in section C of this notice.
Shareholders may submit written questions regarding the matters to be discussed at the meeting in accordance with Chapter 5, Section 25 of the Companies Act before the meeting. Instructions for submitting written questions are provided in section C of this notice.
A. Matters on the agenda of the Annual General Meeting
The following matters will be discussed at the Annual General Meeting:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
4. Recording of the legality of the meeting
5. Recording of attendees and confirmation of the voting list
6. Presentation of the financial statements and consolidated financial statements for 2024, the report of the Board of Directors, the auditor’s report, and the assurance report on sustainability reporting
– Presentation of the CEO’s review.
– The financial statements, consolidated financial statements, report of the Board of Directors, auditor’s report, and assurance report on sustainability reporting will be available on the company’s website at https://gofore.com/en/invest/governance/annual-general-meeting-2025/ no later than March 21, 2025.
7. Adoption of the financial statements, which also includes the adoption of the consolidated financial statements
8. Use of the profit shown in the balance sheet and decision on dividend distribution
– The Board of Directors proposes to the General Meeting that a dividend of 0.48 euros per share be distributed based on the balance sheet to be adopted for the financial year ending 31 December 2024. The dividend will be paid to the shareholder who is registered as a shareholder in the company’s shareholder register maintained by Euroclear Finland Oy on the dividend payment record date of 15 April 2025. No dividend will be paid on the own shares held by the company on the record date. According to the proposal, the dividends will be paid on approximately 24 April 2025.
9. Decision on discharge from liability for the members of the Board of Directors and the CEO
10. Handling of the remuneration report for the governing bodies
– The Board proposes the approval of the remuneration report for the governing bodies for 2024. The decision is advisory according to the Companies Act.
– The remuneration report for the governing bodies will be available on the company’s website at https://gofore.com/en/invest/governance/annual-general-meeting-2025/ no later than 21 March 2025.
11. Decision on the remuneration of the members of the Board of Directors
– The shareholders’ nomination committee proposes to the Annual General Meeting that the chairperson of the Board be paid a remuneration of 6,000 euros per month and the members of the Board 3,000 euros per month.
– Furthermore, the shareholders’ nomination committee proposes to the Annual General Meeting that the members of the Board be paid meeting fees for each committee meeting as follows: the chairperson of the committee will receive 800 euros per meeting, and other committee members 400 euros per meeting. Additionally, all members will be reimbursed for travel expenses in accordance with the company’s travel policy against receipt.
– The proposed fees are the same as last year.
12. Decision on the number of members of the Board of Directors
– The shareholders’ nomination committee proposes to the Annual General Meeting that the number of members of the Board of Directors be set at six (6) persons.
13. Election of members of the Board of Directors
– The shareholders’ nomination committee proposes to the Annual General Meeting that for the term ending at the conclusion of the Annual General Meeting in 2026, the following current members of the Board be re-elected: Mammu Kaario, Piia-Noora Kauppi, Antti Koskelin, Timur Kärki, Matti Saastamoinen, and Sami Somero. All candidates have given their consent to serve. The nomination committee proposes that the Board be elected as a single entity.
– All candidates are independent of the company and its significant shareholders, except for Timur Kärki, who is dependent on the company and its significant shareholders, and Matti Saastamoinen, who is dependent on the company. Kärki is the company’s largest shareholder and has served as a consultant for the company until 2023. Saastamoinen is employed by the company.
– Further information on the candidates for the Board and their independence is available on the company’s website.
14. Decision on the auditor’s fee
– The Board proposes that the auditor’s fee be paid according to the invoice approved by the company.
15. Election of the auditor
– The Board proposes that the auditing firm Ernst & Young Oy be elected as the company’s auditor for the term ending at the conclusion of the next Annual General Meeting.
Ernst & Young Oy has announced that the principal auditor will be APA Antti Suominen.
16. Decision on the fee of the sustainability reporting assurance provider
The Board proposes that the fee of the selected sustainability reporting assurer be paid according to the invoice approved by the company.
17. Election of the sustainability reporting assurance provider
The Board proposes that the sustainability auditing firm Ernst & Young Oy be elected as the company’s sustainability reporting assurer for the term ending at the conclusion of the next Annual General Meeting.
Ernst & Young Oy has informed the company that ASA Antti Suominen will serve as the principal sustainability reporting auditor.
18. Authorisation of the Board to decide on the acquisition and/or pledge of own shares
– The Board proposes to the General Meeting that the General Meeting authorise the Board to decide on the acquisition of a maximum of 1,570,326 own shares in one or more tranches with the company’s unrestricted equity and/or on the pledge of own shares in one or more tranches. The maximum number of shares to be acquired and/or pledged corresponds to approximately 10% of all the company’s shares as of the date of this notice. However, the company, together with its subsidiaries, may not own or pledge its own shares at any time in excess of 10% of all the company’s shares.
– The shares will be acquired otherwise than in proportion to the ownership of the shareholders in public trading organized by Nasdaq Helsinki Oy at the market price at the time of acquisition or otherwise at the price formed in the market. Shares may be acquired and/or pledged, for example, to implement business acquisitions or share-based incentive schemes or for other purposes decided by the Board, as well as for the purpose of further transferring, holding, or canceling the shares. The Board will decide on all other terms of the acquisition and/or pledge of own shares.
– The Board proposes that the authorisation revoke the authorisation granted by the Annual General Meeting on 4 April 2024, to decide on the acquisition and/or pledge of own shares.
– The authorisation is proposed to be valid until the conclusion of the next Annual General Meeting, but no longer than until 30 June 2026.
19. Authorisation of the Board to decide on share issues and the granting of options and other special rights entitling to shares
– The Board proposes that the General Meeting authorise the Board to decide on share issues and the granting of options and other special rights entitling to shares as referred to in Chapter 10, Section 1 of the Companies Act in one or more tranches, either for consideration or free of charge.
– The number of shares to be issued, including shares that may be obtained based on options and other special rights, may be a total of up to 2,355,489 shares, which corresponds to approximately 15% of all the company’s shares as of the date of this notice. The Board may decide to either issue new shares or transfer the company’s own shares held by the company.
– The authorisation allows the Board to decide on all terms of the share issue and the granting of options or other special rights entitling to shares, including the right to deviate from the shareholders’ pre-emptive subscription rights. Shares may be used as consideration in business acquisitions, as part of the company’s incentive scheme, or for other purposes decided by the Board.
– The authorisation is proposed to be valid until the conclusion of the next Annual General Meeting, but no longer than until June 30, 2026. The authorisation revokes any previous unused authorisations regarding share issues and the granting of options and other special rights entitling to shares.
20. Authorisation of the Board to decide on donations to the Gofore Impact Foundation
– The Board proposes to the General Meeting that the Board be authorised to decide on one or more donations to the Gofore Impact Foundation for charitable or comparable purposes totaling a maximum value of 250,000 euros.
– The Gofore Impact Foundation has been established to promote the digital transformation of society. The primary purpose of the foundation is to support the positive effects of digitalization, such as the development of democracy and equality, to mitigate social tensions and side effects related to digital transformation, and to reduce digital inequality and exclusion. The foundation also aims to influence the diversity of digital transformation actors and the overall vitality of the sector.
– It is also proposed that the company’s Board be authorised to decide on the timing of the said donation and other terms of the donation. The authorisation would be valid until the conclusion of the next Annual General Meeting.
21. Closing of the meeting
B. General Meeting Documents
This notice, which includes all the decision proposals on the agenda of the General Meeting, is available on Gofore Oyj’s website at https://gofore.com/en/invest/governance/annual-general-meeting-2025/
The financial statements, consolidated financial statements, report of the Board of Directors, sustainability report, auditor’s report, assurance report on sustainability reporting, and remuneration report will be available on the said website no later than March 21, 2025. The decision proposals and other aforementioned documents will also be available at the General Meeting. The minutes of the General Meeting will be available on the said website starting April 25, 2025.
C. Instructions for Participants in the Meeting
1. Shareholder registered in the shareholder register
The right to attend the General Meeting belongs to a shareholder who is registered in the shareholder register maintained by Euroclear Finland Oy on the record date of the General Meeting, 1 April 2025. A shareholder whose shares in the company are registered in their personal Finnish book-entry account is registered in the company’s shareholder register. Changes in shareholding after the record date of the General Meeting do not affect the right to attend the General Meeting or the number of votes of the shareholder.
Registration for the General Meeting begins on 20 March 2025, at 10:00 AM. A shareholder registered in the company’s shareholder register who wishes to attend the General Meeting must register no later than 4 April 2025, at 4:00 PM, by which time the registration must be received. Registration for the General Meeting can be done:
a) Through the company’s website at https://gofore.com/en/invest/governance/annual-general-meeting-2025/. Electronic registration requires strong identification of the shareholder or their legal representative or proxy using Finnish, Swedish, or Danish bank credentials or mobile ID;
b) By email to Innovatics Oy at agm@innovatics.fi. The registering shareholder must include the registration form available on the company’s website https://gofore.com/en/invest/governance/annual-general-meeting-2025/ and any advance voting form or corresponding information in the message;
c) Or by post to Innovatics Oy at Innovatics Oy, General Meeting / Gofore Oyj, Ratamestarinkatu 13 A, 00520 Helsinki. The registering shareholder must include the registration form available on the company’s website https://gofore.com/en/invest/governance/annual-general-meeting-2025/ and any advance voting form or corresponding information in the message.
When registering, the necessary information must be provided, such as the shareholder’s name, date of birth or business ID, contact details, the name and date of birth of any assistant or proxy, and the proxy’s phone number and/or email address. The personal data provided by shareholders to Gofore Plc will only be used in connection with processing the General Meeting and related necessary registrations.
The shareholder, their representative, or proxy must be able to prove their identity and/or right of representation at the meeting venue if necessary.
Further information regarding registration and advance voting is available by phone during the registration period for the General Meeting at Innovatics Oy’s phone number 010 2818 909 on weekdays from 9.00 AM to 12.00 noon and from 1.00 PM to 4.00 PM.
2. Owner of nominee registered shares
An owner of nominee registered shares has the right to attend the General Meeting based on those shares for which they would have the right to be registered in the shareholder register maintained by Euroclear Finland Oy on the record date of the General Meeting, 1 April 2025. Participation also requires that the shareholder has been temporarily registered in the shareholder register maintained by Euroclear Finland Oy based on these shares no later than 8 April 2025, at 10.00 AM. For nominee registered shares, this is considered registration for the General Meeting. Changes in shareholding after the record date of the General Meeting do not affect the right to attend the General Meeting or the number of votes of the shareholder.
The owner of nominee registered shares is encouraged to request timely instructions from their asset manager regarding temporary registration in the shareholder register, granting proxies and voting instructions, registration for the General Meeting, and advance voting. The asset manager’s account manager must ensure that the owner of registered shares who wishes to attend the Annual General Meeting is temporarily registered in the company’s shareholder register by the said deadline and, if necessary, take care of advance voting on behalf of the owner of registered shares before the registration period for registered shareholders ends. Further information is also available on the company’s website at https://gofore.com/en/invest/governance/annual-general-meeting-2025/.
3. Use of a proxy and proxies
A shareholder may participate in the General Meeting and exercise their rights through a proxy. The shareholder’s proxy may also wish to vote in advance in the manner described in this notice. The proxy must identify themselves in the electronic registration service and advance voting personally with strong identification, after which they can register and vote in advance on behalf of the represented shareholder. The shareholder’s proxy must present a dated proxy or otherwise reliably demonstrate that they are authorised to represent the shareholder at the General Meeting. The right of representation can be demonstrated by using the suomi.fi authorisation service available in the electronic registration service.
A template for the proxy is available on the company’s website at https://gofore.com/en/invest/governance/annual-general-meeting-2025/. If a shareholder participates in the General Meeting through multiple proxies, who represent the shareholder with shares in different securities accounts, the registration must state the shares based on which each proxy represents the shareholder.
Any proxies should be submitted primarily as an attachment during electronic registration or alternatively by post to Innovatics Oy, General Meeting / Gofore Plc, Ratamestarinkatu 13 A, 00520 Helsinki or by email to agm@innovatics.fi before the registration deadline. In addition to submitting proxies, the shareholder or their proxy must ensure registration for the General Meeting in the manner described above in this notice.
4. Voting in advance
A shareholder whose shares in the company are registered in their personal Finnish book-entry account may vote in advance from 20 March 2025, at 10.00 AM to 4 April 2025, at 4.00 PM on agenda items 7–20 of the General Meeting:
a) Through the company’s website at https://gofore.com/en/invest/governance/annual-general-meeting-2025/. Logging into the service is done similarly to registration as described above in section C.1 of this notice;
b) By post by sending the advance voting form available on the company’s website or corresponding information to Innovatics Oy at Innovatics Oy, General Meeting / Gofore Plc, Ratamestarinkatu 13 A, 00520 Helsinki; or
c) By email by sending the advance voting form or corresponding information available on the company’s website to Innovatics at agm@innovatics.fi.
Advance votes must be received by the end of the advance voting period. Submitting votes in this manner before the registration and advance voting period ends is considered registration for the General Meeting, provided that the aforementioned required information for registration is included.
A shareholder who has voted in advance cannot exercise the right under the Companies Act to demand a vote unless they themselves or through a proxy participates in the General Meeting at the meeting venue.
For registered shares, advance voting is conducted through the account manager. The account manager may vote in advance on behalf of the registered shareholders they represent according to the voting instructions provided by these shareholders during the registration period for registered shares.
The proposed resolution subject to advance voting is considered presented unchanged at the General Meeting.
5. Other instructions/information
The language of the meeting will be Finnish.
A shareholder present at the General Meeting has the right to ask questions regarding the matters discussed at the meeting in accordance with Chapter 5, Section 25 of the Companies Act. A shareholder may submit questions as referred to in Chapter 5, Section 25 of the Companies Act regarding the matters discussed at the meeting until April 4, 2025, also by email to InvestorRelations@gofore.com or by post to Peltokatu 34, 33100 Tampere. The company’s management will respond to such questions submitted in writing in advance at the General Meeting. The shareholder must provide sufficient evidence of their shareholding when submitting a question.
On the date of this notice, 19 March 2025, Gofore Plc has a total of 15,703,262 shares, which represent the same number of votes. On the date of this notice, 19 March 2025, the number of own shares held by Gofore Plc is 23,640 shares.
In Tampere, 19 March 2025
GOFORE OYJ
BOARD OF DIRECTORS
More information:
Timur Kärki
Chair of the Board of Directors
Gofore Plc
Tel. +358 40 828 5886
timur.karki@gofore.com
Distribution
Nasdaq Helsinki Oy
Main media
www.gofore.com
About Gofore Oyj
Gofore is an international digital transformation consultancy with Finnish roots. We employ nearly 1,500 experts across 18 locations in Finland, Germany, Austria, Spain, and Estonia. With our technology and business expertise, we work for functional, secure and equal services for the digital society and sustainable solutions for the intelligent industry. Our diverse group of professionals share a pioneering ambition to create a more humane and responsible digital world. Our values guide our business: Gofore is a great workplace that thrives on customer success. In 2024, our net sales amounted to EUR 186,2 million. Gofore Plc’s share is listed on the Nasdaq Helsinki Ltd. in Finland. Our vision is to be the most significant digital transformation consultancy in Europe. Discover more about us at gofore.com