GOFORE PLC COMPANY ANNOUNCEMENT 15 NOVEMBER 2019 AT 9.05
Notice to the Extraordinary General Meeting of Gofore Plc
Notice is given to the shareholders of Gofore Plc to the Extraordinary General Meeting to be held on Wednesday 11 December 2019 at 10.00 am (Finnish time, CET +1) at the company’s head office at Kalevantie 2, 33100 Tampere. The reception of shareholders who have registered for the meeting and the distribution of voting tickets will commence at 9.15 am.
A. Matters on the agenda of the Extraordinary General Meeting
The following matters will be discussed at the Extraordinary General Meeting:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Resolution on the remuneration of the Chairman of the Board of Directors
The company’s Nomination Committee has prepared a proposal to the Board of Directors. The Board of Directors proposes to the Extraordinary General Meeting that the remuneration for the full-time Chairman of the Board is EUR 10,000 per month.
7. Election of member of the Board of Directors
Chairman of the Board Ali U. Saadetdin has announced that he will resign from the Board on the date of the Extraordinary General Meeting on 11 December 2019.
The company’s Nomination Committee has prepared a proposal to the Board of Directors. The Board of Directors proposes to the Extraordinary General Meeting that Ali U. Saadetdin will be replaced by Timur Kärki according to his consent as a new member of the Board of Directors.
In addition, all Board members have informed the company that if Timur Kärki is elected a member of the Board, they will elect Timur Kärki as full-time Chairman of the Board.
8. Closing of the meeting
B. Documents of the Extraordinary General Meeting
The above-mentioned proposals for the decisions on the matters on the agenda of the Extraordinary General Meeting as well as this notice of meeting are available on Gofore Plc’s website at http://gofore.com/extraordinaryagm2019.
The proposals for decisions and the other above-mentioned documents are also available at the Extraordinary General Meeting, and copies of these and of this notice of meeting will be sent to shareholders upon request. The minutes of the Extraordinary General Meeting will be available to the shareholders on the above-mentioned website on 23 December 2019, at the latest.
C. Instructions for participants in the Extraordinary General Meeting
1. Shareholders registered in the shareholders’ register
Each shareholder who is registered on 28 November 2019 in the shareholders’ register of the Company held by Euroclear Finland Ltd. has the right to participate in the Extraordinary General Meeting. A shareholder whose shares are registered on his/her personal Finnish book-entry account is registered in the shareholders’ register of the Company.
A shareholder who is registered in the shareholders’ register of the Company and who wants to participate in the Extraordinary General Meeting must register for the meeting no later than 2 December 2019 at 10.00 Finnish time by giving a prior notice of participation to the Company. The notice has to be received by the Company before the end of the registration period. Such notice can be given:
On the Company’s website at http://gofore.com/extraordinaryagm2019
Gofore processes personal data in accordance with the applicable data protection legislation and Gofore’s privacy notice (available at https://gofore.com/en/privacy-notice/) in order to enable shareholders to register to attend the Extraordinary General Meeting of Shareholders. Persons will be asked to provide the following information in connection with the registration: shareholder’s first name and surname, personal identification number, phone number, email and the name and personal identification number of possible assistant and/or authorised representative. Legal persons will be asked to provide name of the organisation, business identity code, book-entry account number and possible information regarding authorised representative. Registration will be made by filling out electronic registration form provided by technical platform service provider Euroclear Finland Oy.
The purpose of the above-mentioned processing of data is to ensure the registrant’s identity and right to attend the Extraordinary General Meeting. Data may be further processed to fulfil Gofore’s statutory obligations with respect to the Extraordinary General Meeting, such as drafting the list of attendees and votes as well as carrying out the voting in the Extraordinary General Meeting.
The shareholder, his/her authorised representative or proxy representative must, if necessary, be able to prove his/her identity and/or right of representation at the meeting place.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Extraordinary General Meeting by virtue of such shares based on which he/she on the record date of the Extraordinary General Meeting 28 November 2019 would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Ltd. The right to participate in the Extraordinary General Meeting requires, in addition, that the shareholder has been temporarily registered on the basis of such shares into the Company’s shareholders’ register held by Euroclear Finland Ltd. by 5 December 2019 by 10.00 Finnish time at the latest. As regards to nominee registered shares, this constitutes due registration for the Extraordinary General Meeting.
A holder of nominee registered shares is advised to request the necessary instructions in good time from his/her custodian bank regarding the registration in the temporary shareholders’ register of the Company, the issuing of proxy documents and registration for the Extraordinary General Meeting. The account management organisation of the custodian bank has to register a holder of nominee registered shares who wants to participate in the Extraordinary General Meeting into the temporary shareholders’ register of the Company at the latest by the time stated above.
3. Proxy representative and powers of attorney
A shareholder may participate in the Extraordinary General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative of a shareholder shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Extraordinary General Meeting. When a shareholder participates in the Extraordinary General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Extraordinary General Meeting.
Any proxy documents are requested to be delivered as a scanned document by email to: InvestorRelations@gofore.com before the end of the registration period.
4. Other information
Pursuant to chapter 5, section 25 of the Finnish Limited Liability Companies Act, a shareholder who is present at the Extraordinary General Meeting has the right to request information with respect to the matters to be considered at the meeting.
On the date of this notice of meeting, 15 November 2019, Gofore Plc has a total of 14,012,802 shares representing the same number of votes, including 174 company’s own shares. Company’s own shares do not have the right to vote.
The company’s head office is located at the Technopolis Yliopistonrinne premises with parking space at the street level and in an underground car park. Coffee will be served at the Extraordinary General Meeting. The Extraordinary General Meeting will be held in Pormestari hall.
Tampere, Finland, on 15 November 2019
GOFORE PLC
Board of Directors
Further enquiries:
Ali U. Saadetdin
Chairman of the Board of Directors, Gofore Plc
tel. +358 40 844 4201
ali.saadetdin@saadetdin.com
Certified Adviser Evli Bank Plc, tel. +358 40 579 6210
Gofore Plc is a Finnish digitalisation specialist with international growth plans. We’re made up of 580 people across Finland, Germany, Spain, United Kingdom and Estonia – top experts in our industry who are our company’s heart, brain, and hands. We use consulting, coding and design as tools to incite positive change. We care for our people, our customers, and the surrounding world. Our values guide our business: Gofore is a great workplace that thrives on customer success. In 2018, our net sales amounted to EUR 50.6 million. Gofore Plc’s shares are quoted in the Nasdaq First North Growth Market Finland. Learn to know us better at www.gofore.com.