Gofore Plc
Stock Exchange Release
Other information disclosed according to the rules of the exchange
22 February 2024 at 12.15 pm
Gofore’s Board of Directors resolved on new share-based incentive plans for the group’s key employees and a directed share issue
The Board of Directors of Gofore Plc has resolved to establish two new long-term share-based incentive plans for the key employees of the Group. The aim of the new plans is to align the objectives of the company, shareholders and key employees in order to increase the value of the company in the long term, to commit key employees to work for the company and own the company’s shares as well as to offer them competitive incentive plans based on earning and accumulating the company’s shares.
Performance share plan 2024–2026
The Performance Share Plan 2024–2026 consists of a three-year performance period, covering the financial years of 2024–2026. In the plan, a participant has the opportunity to earn Gofore’s shares based on the achievement of performance criteria. The potential rewards from the plan will be paid after the end of the performance period.
During the performance period 2024–2026, the earning of rewards is based on the following performance criteria:
- Adjusted operating profit margin (adjusted EBITA%) between 2024 and 2026 (50%);
- Growth of the Group’s turnover between 2024 and 2026, measured cumulatively (50%).
The rewards to be paid based on the performance period 2024–2026 correspond to the value of approximately 57,300 Gofore Plc shares in maximum total, also including the portion to be paid in cash. The target group of the Performance Share Plan during the performance period 2024–2026 consists of approximately 37 key employees, including the CEO and the Group Executive Team.
Matching share plan 2024
In the Matching Share Plan, the target group has the opportunity to earn Gofore shares (matching shares) as a reward for having first made a personal investment in Gofore shares. The rewards from the Matching Share Plan will be paid after the end of the three-year matching period in 2027.
The prerequisite for earning matching shares is that a participant acquires shares in a directed share issue arranged by the company. The participant has the opportunity to earn, as a reward, one matching share for every share acquired in the share issue that the participant has held until the reward payment.
The rewards to be paid from the Matching Share Plan correspond to the value of approximately 35 243 Gofore Plc shares in maximum total, also including the portion to be paid in cash. The target group of the Matching Share Plan consists of the CEO and the members of the Group Executive Team.
Reward payment
The rewards of the Performance Share Plan and the Matching Share Plan are paid partly in Gofore Plc shares and partly in cash. The cash proportions of the rewards are intended for covering taxes and statutory social security contributions arising from the rewards to the participants. As a rule, no reward will be paid if a participant’s employment or service terminates before the reward payment.
Directed share issue against payment for the target group of the matching share plan
The Board of Directors of Gofore Plc has resolved, based on the authorisation granted by the Annual General Meeting of Shareholders on 24 March 2023, on a directed share issue against payment. In the share issue, a maximum total of 35 243 treasury shares held by the company will, in deviation from the shareholders’ pre-emptive subscription right, be offered for subscription by the target group of the Matching Share Plan. The company has a weighty financial reason for deviating from the shareholders’ pre-emptive subscription right, since the purpose of the share issue is to encourage the target group to acquire and own the company’s shares as a part of the Matching Share Plan.
The share subscription period is between 23 February 2024 and 27 February 2024. The share subscription price will be EUR 22.70 per share, equal to the trade volume weighted average price of the company share on Nasdaq Helsinki Ltd between 15 February 2024 and 21 February 2024. The shares must be paid upon subscription. The subscription price will be credited to the company’s reserve for invested unrestricted equity.
Financing share acquisitions in connection with the matching share plan
As part of the implementation of the Matching Share Plan, the Board of Directors of Gofore Plc has resolved to grant interest-bearing loans on market terms to the plan participants to finance the subscription of the company’s shares. The loans must be repaid in full approximately one year from the matching share payment. The aggregate maximum amount of loans to be granted is 0.8 million euros.
Gofore Plc
Board of Directors
Contacts
- Timur Kärki, Chair of the Board, Gofore Oyj, +358 40 828 5886, timur.karki@gofore.com
About Gofore Oyj
Gofore is an international digital transformation consultancy with Finnish roots. We have over 1,400 impact-driven people in 19 locations across Finland, Germany, Austria, Spain, Estonia and Italy. With our technology and business expertise we build an equal digital society and create sustainable solutions for the intelligent industry. Our diverse group of professionals shares a pioneering ambition to create a more humane, sustainable and ethical digital world. Our values guide our business: Gofore is a great workplace that thrives on customer success. In 2022, our net sales amounted to EUR 149.9 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. Learn to know us better at gofore.com