Gofore Plc’s Annual General Meeting was held on Friday 25 March 2022 at 2:00 p.m. 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.
It was not possible to participate at the meeting venue in person. 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.
Company did not get any advance questions from shareholders and the AGM did not receive any counterproposals to be considered.
Resolutions of Gofore Plc’s Annual General Meeting and Organisation Meeting of the Board of Directors
Adoption of the financial statements
The Annual General Meeting adopted the company’s financial statements for the financial period from 1 January–31 December 2021.
Dividend of EUR 0.28 per share
The Annual General Meeting confirmed a dividend of EUR 0.28 per share to be paid for the financial period 1 January– 31 December 2021. The total amount of dividend is EUR 4,303,690.16, 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 29 March 2022 and the dividend payment date will be 5 April 2022.
Resolution on discharge from liability
It was resolved to discharge the members of the Board of Directors and the CEO from liability for the financial period of 1 January–31 December 2021.
It was resolved to adopt the Remuneration Report for the Governing Bodies.
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.
The number of members of the Board of Directors
It was resolved that the Board of Directors consists of six members.
Composition of the Board of Directors
The following persons were elected as the Board of Directors: Eveliina Huurre and Tapani Liimatta as new members and Mammu Kaario, Piia-Noora Kauppi, Timur Kärki and Sami Somero as old members.
Remuneration of the auditor
It was resolved that the auditor’s remuneration is paid against the invoices approved by the company.
Election of the auditor
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.
Authorising the Board of Directors 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 1,534,404 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 26 March 2021 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 2023.
Authorising the Board of Directors 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 2,301,606 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 2023. 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:
Timur Kärki (Chair), Mammu Kaario and Eveliina Huurre were elected as members of the Remuneration Committee of the Board of Directors.
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 are independent of the company and its significant shareholders with the exception of Timur Kärki, who is dependent of the company and its significant shareholders, and Tapani Liimatta, who is dependent of the company. 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
Gofore Plc will process personal data to enable the shareholders of the company to participate in the Annual General Meeting, 2022. The grounds for processing are based on the legitimate interests of the data controller to organize and administrate the Annual General Meeting. Personal data will be processed in order to verify identity and ownership of each person registered for the Annual General Meeting and/or voting in advance and ensure that she or he is entitled to participate in the Annual General Meeting. Personal data of persons who have voted in advance will be further processed to organize the advance voting in the Annual General Meeting.
Gofore will use technical solution provided by Innovatics Ltd for the registration. Personal data will be also collected from Euroclear Finland Ltd data system. Following personal data may be collected:
- Personal identity number / Business ID code
- Contact details, email, phone number
- Number of shares and votes
- Number of votes for each agenda item
Personal data will be stored in the EU for a period of five years. To the extent the minutes of the Annual General Meeting including its appendices contain personal data, data will be stored for an indefinite period to comply statutory obligations.
Gofore will comply with the respective rights of a data subject. Such rights include right to access to personal data, right to rectification of personal data, right to restrict or object the processing of personal data. Data subject also has the right to file a complaint with the Finnish Data Protection Ombudsman.
If you have questions or any requests regarding the privacy matters, you may be in contact with the Gofore’s Privacy Team: firstname.lastname@example.org.