The Annual General Meeting of Gofore Plc, was held on 26 March 2021 at 14:00 EET at Töölönlahdenkatu 2, 00100 Helsinki. Shareholders and their proxy representatives could participate in the Annual General Meeting and exercise their rights only by voting in advance and by making counterproposals and presenting questions in advance. The Annual General Meeting was arranged in accordance with an exceptional meeting procedure based on the temporary legislation to limit the spread of Covid-19 pandemic approved by the Finnish Parliament.
Resolutions of Gofore Plc’s Annual General Meeting and Organisation Meeting of the Board of Directors
The Annual General Meeting adopted the Financial Statements for the year 2020 and discharged the members of the Board of Directors and the CEO from liability. In addition, the Annual General Meeting resolved on the use of the profit shown on the balance sheet and the payment of dividends, the adoption of the presented Remuneration Report for Governing Bodies, on the composition of members of the Board of Directors and their remuneration, the election of the auditor and its remuneration as well as authorised the Board of Directors to decide on the repurchase of the Company’s own shares and/or acceptance as pledge of own shares as well decide on the issuance of shares and the issuance of option rights and other special rights entitling to shares.
Dividend
The Annual General Meeting confirmed a dividend of EUR 0.24 per share to be paid for the financial period 1 January– 31 December 2020. The total amount of dividend is EUR 3,372,535.44, calculated on the basis of the outstanding shares as per the day of the Annual General Meeting. The record date for the dividend distribution will be 30 March 2021 and the dividend payment date will be 8 April 2021.
Composition of the Board of Directors
The following persons were elected as the Board of Directors: Piia Noora-Kauppi as a new member and Juha Eteläniemi, Mammu Kaario, Timur Kärki and Sami Somero as old members.
The remuneration of the members of the Board of Directors
It was resolved that the remuneration for the Chair of the Board is EUR 3,500 per month and for the members of the Board EUR 2,000 per month. In addition, it was approved that the Shareholders’ Nomination Board proposes that each Board Member be paid a fee for each committee meeting as follows: The Chair of the Committee should be paid EUR 800 and the other committee members EUR 400 for each meeting. All members of the Board will be compensated for travel expenses against receipt in accordance with the company’s travel policy.
Election of the auditor and auditor’s remuneration
KPMG Oy Ab was re-elected as the company’s auditor for a term that will continue until the end of the next Annual General Meeting. KPMG Oy Ab has announced that Lotta Nurminen APA, would be the Auditor with principal responsibility.
Auditor’s remuneration is paid against the invoices approved by the company.
Board of Directors’ authorisation to resolve on the repurchase of the Company’s own shares and/or accepting them as a pledge
The Annual General Meeting authorised the Board of Directors to resolve on the acquisition of the company’s own shares of a maximum of 1,403,692 shares and/or accepting the same number of the company’s own shares as a pledge, in one or more tranches by using funds in the unrestricted shareholders’ equity. The maximum number of shares to be acquired and/or accepted as a pledge corresponds to approximately 10% of the total number of shares of the company based on the date of the notice to the Meeting. However, the company, together with its subsidiaries, may not hold or accept as a pledge more than 10% of the total number of shares of the company at any time.
Shares will be acquired otherwise than in the proportion of shareholders’ holdings in public trading arranged by Nasdaq Helsinki Ltd. at market price at the time of acquisition or otherwise at market price. The authorisation is granted for the purposes of, among others, executing potential acquisitions and share-based incentive schemes or for other purposes determined by the Board of Directors and otherwise to be further assigned, to be held at the ownership of the company or to be annulled by the company. The Board of Directors decides on all other conditions for acquiring own shares and/or accepting them as a pledge.
This authorisation cancels the authorisation given by the Annual General Meeting on 29 April 2020 to resolve on the repurchase of the company’s own shares.
The authorisation is valid until the closing of the next Annual General Meeting, however, no longer than 30 June 2022.
Board of Directors’ authorisation to resolve on the issuance of shares and the issuance of option rights and other special rights entitling to shares
The Annual General Meeting authorised the Board of Directors to resolve on the issuance of shares as well as the issuance of option rights and other special rights entitling to shares referred to in chapter 10, section 1 of the Finnish Limited Liability Companies Act, in one or several tranches, either against payment or without payment.
The total number of shares to be issued, including shares under options and other special rights, may amount to a maximum of 2,105,540 shares, equivalent to approximately 15% of the total number of shares of the company on the date of the notice to the meeting. The Board of Directors may decide to issue new shares or to transfer own shares that may be held by the company. The authorisation entitles the Board of Directors to decide on all terms and conditions related to the issuance of shares and the issuance of option rights and special rights entitling to shares, including the right to deviate from the shareholders’ pre-emptive subscription rights. The authorisation is to be used as consideration for acquisitions, partly as a company incentive scheme or for other purposes determined by the Board of Directors.
The authorisation is valid until 30 June 2022. The authorisation revokes all previous unused authorisations of the Board of Directors to resolve on the issuance of shares, issuance of share options and issuance of other special rights entitling to shares.
Resolutions of Gofore Plc’s Organisation Meeting of the Board of Directors
Appointed by the Annual General Meeting, the Board of Directors of Gofore Plc was organised immediately after the Annual General Meeting. At the Meeting, the Board of Directors elected its Chair and resolved upon members of its committees.
Timur Kärki will continues as the Chair of the Board.
The Board of Directors resolved upon the composition of the Board committees as follows:
Remuneration Committee
Timur Kärki (Chair), Mammu Kaario and Juha Eteläniemi were elected as members of the Remuneration Committee of the Board of Directors.
Audit Committee
Mammu Kaario (Chair), Piia-Noora Kauppi and Sami Somero were elected as members of the Audit Committee of the Board of Directors.
The Board of Directors has evaluated that all of its members, apart from Timur Kärki, are independent of the company and its significant shareholders. Therefore, the Board of Directors of Gofore Plc meets the requirements of the Recommendation 10 (Independence of Directors) of the Finnish Corporate Governance Code, issued by the Finnish Securities Market Association.
Meeting materials
Summons to the Annual General Meeting includes agenda as well as Board of Directors’ and Shareholders’ Nomination Board’s proposals to the Annual General Meeting.