Gofore Plc’s Annual General Meeting
The Annual General Meeting of Gofore Plc was held on 24 March 2023 at 10 am EET at Kalevantie 2, 33100 Tampere. Shareholders and their proxy representatives could participate in the Annual General Meeting and exercise their rights both by voting in advance and by making counterproposals and presenting questions in advance, and exercising their voting and speaking right onsite the meeting.
The minutes of the General Meeting in Finnish will be available on this page latest on 7 April 2023.
Resolutions of the Annual General Meeting
Adoption of the financial statements
The Annual General Meeting adopted the company’s financial statements for the financial period from 1 January–31 December 2022.
Dividend of EUR 0.34 per share
The Annual General Meeting confirmed a dividend of EUR 0.34 per share to be paid for the financial period 1 January– 31 December 2022. The total amount of dividend is EUR 5,272,084.88, 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 28 March 2023 and the dividend payment date will be 4 April 2023.
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 2022.
Remuneration report
It was resolved to adopt the Remuneration Report for the Governing Bodies.
Remuneration of the members of the Board of Directors
It was resolved that the remuneration for the Chair of the Board is EUR 6,000 per month and for the members of the Board EUR 3,000 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 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 re-elected as the Board of Directors: Eveliina Huurre, Mammu Kaario, Piia-Noora Kauppi, Timur Kärki, Tapani Liimatta and Sami Somero.
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.
Amendment of the Articles of Association
It was resolved that the Company’s Articles of Association are amended to enable arranging a General Meeting as a hybrid meeting. In addition, it proposed that the General Meeting can be arranged without a meeting venue as an alternative for a physical meeting.
The amendment also enables holding General Meetings of Shareholders virtually in situations like pandemics or other unforeseen or exceptional circumstances, however not limited to these situations. The Finnish Companies Act requires that shareholders can exercise their full rights in virtual meetings, with equal rights to those in customary in-person General Meetings.
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 decided to authorise the Board of Directors to decide upon the acquisition of a maximum of 1,550,613 of the company’s own shares and/or accepting the same number of the company’s own shares as a pledge, in one or several tranches, by using the company’s unrestricted equity. The maximum total of shares that will be acquired and/or accepted as a pledge corresponds to approximately 10% of all shares in the company as of the date of this notice. However, the company cannot, together with its subsidiaries, own or accept as a pledge altogether more than 10% of its own shares at any point in time.
Shares will be acquired otherwise than in proportion to the holdings of the shareholders via public trading arranged by Nasdaq Helsinki Ltd at the market price that applies on the date of the acquisition or otherwise at a price formed on the market. Shares can be acquired and/or accepted as a pledge e.g. in order to execute a transaction or implement share-based incentive schemes or for other purposes as decided by the Board of Directors or otherwise for the purposes of further assignation, retention or cancellation. The Board of Directors is authorised to decide on all other terms and conditions that will apply to the acquisition and/or acceptance as a pledge of the company’s own shares.
This authorisation revokes the authorisation given by the Annual General Meeting on 25 March 2022 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 2024.
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 decided to authorise 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 number of shares to be issued, including the shares received on the basis of the option rights and other special rights, may not exceed 2,325,920 shares, which amounts to approximately 15% of all shares in the company as of the date of this summons. The Board of Directors may decide to either issue new shares or to assign company shares that are held by the company.
The authorisation entitles the Board of Directors to decide on all terms and conditions that will apply to the share issue and to the issuance of option rights or other special rights entitling to shares, including the right to derogate from the shareholders’ pre-emptive right. The shares can be used as consideration in transactions, as part of the company’s incentive schemes or for other purposes as decided by the Board of Directors.
The authorisation remains in force until the end of the next annual general meeting, however not for longer than until 30 June 2024. This authorisation will revoke any existing, unused authorisations to decide on a share issue and the issuance of option rights or other special rights entitling to shares.
Authorising the Board of Directors to decide on the donation to Gofore Impact foundation
The Annual General Meeting decided to authorise the Board of Directors to decide on one or several donations to the company’s planned Gofore Impact foundation for a charitable or similar purpose up to a maximum amount of EUR 250,000. Board of Directors is also authorised to decide on the timing of the above-mentioned donation as well as on the other terms of the donation. The authorisation is valid until the end of the next Annual General Meeting.
The main purpose of the Gofore Impact foundation is to support the positive impacts of digitalisation, such as democracy and equality development, to mitigate the social tensions and side effects related to digital change, as well as relieve digital inequality and social exclusion. The foundation also wishes to impact the diversity of digital change makers, as well as the overall vitality of the industry.
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 continue 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 Eveliina Huurre 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 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.
Annual General Meeting Documentation
Unofficial English translation of the minutes of the AGM
Notice to Gofore Plc’s Annual General Meeting, release
Power of Attorney and Voting Instructions
Shareholders’ proposals for the Annual General Meeting
A shareholder has the right to have a matter falling within the competence of the annual general meeting by virtue of the Limited Liability Companies Act addressed at the general meeting, if it is demanded in writing. Gofore did not receive such demands by the said deadline, 13 January 2023.
Annual Report 2022
The Annual Report, Remuneration Report and Corporate Governance Report 2022 can now be found at the Reports and presentations section. The Annual Report includes financial statements, the Board of Directors’ report and the auditor’s report, as well as sustainability reporting.
Privacy notice
Gofore Plc will process personal data to enable the shareholders of the company to participate in the Annual General Meeting, 2023. 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.
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: privacy@gofore.com.