Gofore Plc
Notice to the Annual General Meeting
2 March 2023 at 4.45 p.m. EET
Notice to Gofore Plc’s Annual General Meeting
The shareholders of Gofore Plc are hereby invited to the Annual General Meeting to be held on 24 March 2023 from 10.00 am onwards at Technopolis Kalevanrinne, Häggman auditorium, address Kalevantie 2, 33100, Tampere, Finland. The reception of registered participants and the distribution of ballots will commence at 9.00 am.
Shareholders can also exercise their voting rights by voting in advance. Instructions for advance voting are presented in this notice under section C. Shareholders may also submit questions referred to in Chapter 5, Section 25 of the Companies Act on matters to be discussed at the meeting in writing before the meeting. Instructions for submitting written questions are set out in section C of this notice of the Annual General Meeting.
A. Matters on the agenda of the Annual General Meeting
The following matters will be discussed at the Annual 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 attendance at the meeting and adoption of the list of votes
6. Presentation of the financial statements, the report of the Board of Directors and the auditor’s report for the year 2022
Review by the CEO
Gofore Plc’s financial statements, the report of the Board of Directors and the auditor’s report will be available on Company’s website https://gofore.com/en/invest/governance/annual-general-meeting-2023/ on 2 March 2023.
7. Adoption of the financial statements
8. Deciding on the use of the profit shown in the balance sheet and deciding on the payment of dividend
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.34 per share is paid for the financial year 2022, which calculated by the number of outstanding shares at the time of this notice, would be a total of 5,272,084.88 EUR.
A shareholder who is entered in the company’s shareholder register maintained by Euroclear Finland Ltd on the record date of the dividend on 28 March 2023 is entitled to a dividend. The dividend shall be paid on 4 April 2023.
9. Resolution on the discharge of the Members of the Board of Directors and the CEO from liability
10. Non-binding discussion of the remuneration report for governing bodies
The Board of Directors proposes that the remuneration report for governing bodies be approved. The decision is advisory under the Companies Act.
The remuneration report will be available on the company’s website at https://gofore.com/en/invest/governance/annual-general-meeting-2023/ no later than on 2 March 2023.
11. Resolution on the remuneration of the Board Members
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the monthly remuneration payable to the Chairman of the Board of Directors is EUR 6,000, and to each Board Member is EUR 3,000.
The Shareholders’ Nomination Board also proposes to the Annual General Meeting that the additional compensation will be paid to the Board Members for each Committee meeting they have attended as follows: EUR 800 for the Chair of the Committee and EUR 400 for other Committee Members. Furthermore, all members of the Board of Directors will be compensated for travel expenses in accordance with the company’s travel policy against receipt.
The Shareholders’ Nominations Board has assessed the proposed increased in remuneration to be in line with the Board’s workload, taking into account the company’s management system and the Board Members’ contribution not only in meetings and committees, but also in their participation outside meetings.
The Shareholders’ Nominations Board’s proposal to increase the remuneration of the Chairman and Members of the Board of Directors is also based on a market survey of Mid Cap companies, which shows that the current level of Gofore’s remuneration is well below the median for Mid Cap companies. Last year, Gofore did not increase the remuneration of its Board Members.
12. Resolution on the number of Board Members
The Shareholders’ Nomination Board proposes to the Annual General Meeting that six (6) Members be appointed to the Board of Directors.
13. Election of the Board Members
The Shareholders’ Nomination Board proposes to the Annual General Meeting that current Board Members Eveliina Huurre, Mammu Kaario, Piia-Noora Kauppi, Timur Kärki, Tapani Liimatta and Sami Somero be re-elected as members of the Board of Directors for the term ending at the end of the Annual General Meeting of 2024.
All nominees have given their consent to the election. All nominees are independent of the company and its significant shareholders, except for Timur Kärki, who is dependent of the company and its significant shareholders, and for Tapani Liimatta, who is dependent of the company. Kärki is the largest shareholder of the company and has a contractual relationship with the company for performing tasks other than those related to his role as the Chair of the Board of Directors. Liimatta is an employee of the company.
More information on the candidates and their independence is available on the company’s website.
14. Resolution on the remuneration of the auditor
The Board of Directors proposes to the Annual General Meeting that the auditor’s fee be paid in accordance with an invoice approved by the company.
15. Election of the auditor
The Board of Directors proposes that KPMG Oy Ab, an authorised audit firm, be elected as the company’s auditor for a term of office expiring at the end of the following Annual General Meeting. KPMG Oy Ab has stated that Lotta Nurminen, Authorised Public Accountant, would serve as the company’s principal responsible auditor.
16. Amendment of the Articles of Association
The Board of Directors proposes that the Annual General Meeting would decide to amend the Company’s Articles of Association 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 is intended to facilitate the holding of General Meetings of Shareholders virtually among others 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.
The amendments would be made to Article 9 § of the Articles of Association (Notice of the General Meeting).
The section of the new Articles of Association:
“9 § Notice of the General Meeting
The notice of the General Meeting shall be delivered to the shareholders at the earliest three (3) months and at the latest three (3) weeks prior to the General Meeting, however, at the latest nine (9) days before the record date of the General Meeting.
The notice shall be delivered to the shareholders by publishing the notice on the Company’s website or by publishing the notice in at least one newspaper with nationwide circulation to be selected by the Board of Directors.
The Board of Directors may decide that shareholders may participate in the General Meeting in a manner whereby shareholders exercise their full decision-making powers during the General Meeting using telecommunications and technical means (hybrid meeting).
The Board of Directors may decide that the General Meeting is arranged without a meeting venue in a manner where shareholders exercise their full decision-making powers in real time during the General Meeting using telecommunications and technical means (virtual meeting).
In order to exercise the right to speak and vote at the General Meeting, a shareholder must register with the Company as indicated in the notice of the meeting and no later than on the date mentioned in the notice of the meeting, which shall not be earlier than ten (10) days before the General Meeting.
In addition to the Company’s domicile, General Meetings may be held in Helsinki.”
The section of the old Articles of Association:
9 § Notice of the General Meeting
The notice of the General Meeting shall be delivered to the shareholders at the earliest three (3) months and at the latest three (3) weeks prior to the General Meeting, however, at the latest nine (9) days before the record date of the General Meeting.
The notice shall be delivered to the shareholders by publishing the notice on the Company’s website or by publishing the notice in at least one newspaper with nationwide circulation to be selected by the Board of Directors.
In order to exercise the right to speak and vote at the General Meeting, a shareholder must register with the Company as indicated in the notice of the meeting and no later than on the date mentioned in the notice of the meeting, which shall not be earlier than ten (10) days before the General Meeting.
In addition to the Company’s domicile, General Meetings may be held in Helsinki.
17. Authorising the Board of Directors to resolve on the repurchase of the Company’s own shares and/or accepting them as a pledge
The Board of Directors proposes that the Annual General Meeting authorises 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.
The 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 cancels 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.
18. Authorising the Board of Directors to decide on a share issue as well as the issuance of options and other special rights entitling to shares
The Board of Directors proposes that the annual general meeting authorise the Board to decide upon a share issue and 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 more trances and either against or without consideration.
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 Board of Directors proposes that the authorisation remain in force until the end of the next annual general meeting, however not for longer than until 30 June 2024. This authorisation will cancel any existing, unused authorisations to decide on a share issue and the issuance of option rights or other special rights entitling to shares.
19. Authorising the Board of Directors to decide on the donation to Gofore Impact -foundation
The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorised 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.
The main purpose of the Gofore Impact foundation would be 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 would also like to have an impact on the diversity of digital change makers, as well as the overall vitality of our industry.
At the same time, it is proposed that the Board of Directors be authorised to decide on the timing of the above-mentioned donation as well as on the other terms of the donation. The authorisation would be valid until the end of the next Annual General Meeting.
20. Closing of the meeting
B. Documents of the Annual General Meeting
This notice, including the proposals for resolutions on the agenda of the Annual General Meeting in their entirety, is available on Gofore Plc’s website at https://gofore.com/en/invest/governance/annual-general-meeting-2023/.
Gofore Plc’s financial statements, report of the Board of Directors and auditor’s report will be published on the aforementioned website on 2 March 2023 at the latest. The proposals for resolutions and other above-mentioned documents are also available at the Annual General Meeting. The minutes of the Annual General Meeting will be available on the above-mentioned Company’s website no later than on 7 April 2023.
C. Instructions for the participants to the Annual General Meeting
1. Shareholders registered in the shareholders’ register
Each shareholder who is on the record date of the Annual General Meeting on 14 March 2023 registered in the shareholders’ register of the Company maintained by Euroclear Finland Oy, has the right to attend the Annual General Meeting. Shareholder whose shares are registered in his/her personal Finnish book-entry account is registered in the company’s shareholder register.
The registration for the Annual General Meeting and advance voting will commence on 3 March 2023 10.00 am. A shareholder entered in the shareholders’ register of the Company who wishes to participate in the Annual General Meeting shall register for the meeting by no later than on Thursday 16 March 2023 16.00 pm, at which time the registration must be received.
Shareholders can register for the Annual General Meeting:
a) on the company’s website https://gofore.com/en/invest/governance/annual-general-meeting-2023/;
Registration by natural persons requires strong electronic authentication. A natural person logging in the service via the Company’s website will be directed to an electronic authentication page. Thereafter, the shareholder can register for the Annual General Meeting, authorise a proxy representative and vote in advance in one session. Strong electronic authentication takes place with personal online banking credentials or a mobile certificate.
Shareholders that are legal entities are required to provide the number of their Finnish book-entry account, their business identity code and other required information to register electronically.
For shareholders that are legal entities, no strong electronic authentication is required to register electronically. However, if a legal entity uses the electronic Suomi.fi authorisation service as further described below in section C.3, strong electronic authentication of the authorised individual is required either with personal online banking credentials or a mobile certificate.
b) by email or regular mail,
A notice to attend may be sent by email addressed to yhtiokokous@euroclear.eu or by regular mail to Euroclear Finland Oy, AGM / Gofore Plc, PL 1110, 00101 Helsinki.
In connection with the registration, a shareholder must provide requested information, such as their name, date of birth/social security number or business identity code, address, telephone number and e-mail, and the name and the date of birth of a possible authorised proxy representative, legal representative, or assistant.
Any personal data provided to the Company or Euroclear Finland Oy by shareholders will only be used for the purposes of the Annual General Meeting and for the processing of related registrations. A shareholder, their possible authorised proxy representative, legal representative or assistant must be able to prove their identity and/or right of representation at the Annual General Meeting.
2. Holders of nominee registered shares
Holders of nominee-registered shares are entitled to participate in the Annual General Meeting by virtue of shares which would entitle the shareholder to be entered in the shareholders’ register of the Company maintained by Euroclear Finland Oy on the record date of the Annual General Meeting on 14 March 2023. In addition, their participation requires that the shareholder has been temporarily entered based on such shares in the shareholders’ register maintained by Euroclear Finland Ltd at the latest by 21 March 2023 at 10.00 am. For nominee-registered shares, this is considered to constitute due registration for the Annual General Meeting. Changes in the ownership of shares that take place after the record date of the Annual General Meeting will not affect the shareholders’ right to attend the Annual General Meeting or exercise their voting rights at the Annual General Meeting.
Holders of nominee-registered shares are advised to request from their custodian without delay necessary instructions for temporarily entering their shares in the shareholders’ register of the Company issuing of proxy authorisation documents and voting instructions as well as registration and possibly voting in advance for the Annual General Meeting. The account manager of the custodian shall temporarily enter a holder of nominee-registered shares wishing to attend the Annual General Meeting in the shareholders’ register of the Company at the latest by the time stated above and as needed, see to voting in advance on behalf of a nominee-registered shareholder before the expiration of the registration period applicable to nominee-registered shareholders. More information is also available on the company’s website at https://gofore.com/en/invest/governance/annual-general-meeting-2023/.
3. Proxy representatives and powers of attorney
Shareholders may participate in the Annual General Meeting and exercise their rights also by appointing proxy representative. A proxy representative may also choose to vote in advance as described in this notice. Proxy representatives registering electronically for the Annual General Meeting must identify themselves personally through strong electronic authentication, after which they can register on behalf of the shareholder they represent. The same applies to voting in advance electronically.
A proxy representative shall produce a dated proxy authorisation document or otherwise demonstrate in a reliable manner their right to represent the shareholder at the Annual General Meeting. Proxy document templates are available on the Company’s website https://gofore.com/en/invest/governance/annual-general-meeting-2023/. If a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares in respect of which each proxy representative is authorised to represent the shareholder shall be identified in connection with the registration.
Natural persons may appoint a proxy representative in connection with the registration to the Annual General Meeting at the Company’s website. Otherwise, a proxy document must be used.
Possible proxy authorisation documents are requested to be submitted by mail to Euroclear Finland Oy, AGM / Gofore Plc, PL 1110, 00101 Helsinki or in an electronic format (e.g. PDF) by email to yhtiokokous@euroclear.eu before the end of the registration period for the Annual General Meeting, by which time the proxy authorisation documents have to be received. In addition to delivering proxy authorisation documents, shareholders or their proxy representatives shall see to registration for the Annual General Meeting in the manner described above in this notice.
Shareholders that are legal entities may also, as an alternative to traditional proxy authorisation documents, use the electronic Suomi.fi authorisation service for authorising their proxy representatives. The representative is mandated in the Suomi.fi service at www.suomi.fi/e-authorisations (using the authorisation topic “Representation at the General Meeting”). When registering for the Annual General Meeting in Euroclear Finland Oy’s general meeting service, authorised representatives shall identify themselves with strong electronic authentication, after which the electronic mandate is automatically verified. The strong electronic authentication takes place with personal online banking credentials or a mobile certificate. For more information, see www.suomi.fi/e-authorizations.
4. Advance voting
Shareholders with a Finnish book-entry account or equity savings account may also vote in advance on the certain agenda items of the Annual General Meeting during the period between 3 March 2023 at 10.00 a.m. and 16 March 2023 at 4.00 p.m.
a) On the company’s web page;
b) A shareholder may submit the advance voting form available on the Company’s website or corresponding information to Euroclear Finland Oy by e-mail addressed to yhtiokokous@euroclear.eu or by regular mail addressed to Euroclear Finland Oy, AGM / Gofore Plc, PL 1110, 00101 Helsinki. Advance votes must have arrived before the closing date of advance voting. If a shareholder participates in the Annual General Meeting by submitting votes in advance to Euroclear Finland Oy before the deadline for registration and advance voting, the submission constitutes due registration for the Annual General Meeting, provided that they contain the information required for registration, as mentioned above in this notice.
Shareholders who have voted in advance who wish to exercise their right to ask questions, demand a vote at the Annual General Meeting or vote on a possible counterproposal under the Finnish Companies Act must participate in the Annual General Meeting at the meeting venue in person or by way of proxy representation.
For holders of nominee-registered shares, advance voting is carried out via the account manager of their custodian. The account manager may cast advance votes on behalf of the holders of nominee-registered shares that they represent in accordance with the voting instructions provided by the holders of nominee-registered shares during the registration period for the nominee-registered shares.
A proposal subject to advance voting is considered to have been presented without amendments at the AGM. Instructions regarding the electronic advance voting will also be available on the Company’s website at https://gofore.com/en/invest/governance/annual-general-meeting-2023/.
5. Other instructions and information
The language used in the Annual General Meeting is Finnish.
Pursuant to Chapter 5, section 25 of the Finnish Limited Liability Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the meeting. Shareholders may also submit questions on the matters to be discussed at the meeting in accordance with Chapter 5, Section 25 of the Companies Act until 16 March 2023 by e-mail to InvestorRelations@gofore.com or by regular mail to Kalevantie 2, 33100 Tampere. The management of the company shall answer such questions submitted in writing in advance at the Annual general meeting. The shareholder must provide sufficient evidence of their ownership of shares when submitting the question.
Changes in the ownership of shares occurring after the record date of the Annual General Meeting, will not affect the right to participate in the Annual General Meeting or the number of votes of such shareholder at the Annual General Meeting. On the date of this Notice, 2 March 2023, Gofore Plc has a total of 15,506,132 shares entitling to an equal number of votes.
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 some 1,300 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