Resolutions of the Annual General Meeting
24 March 2023 at 11.45 am EET
Resolutions of Gofore Plc’s Annual General Meeting and Organisation Meeting of the Board of Directors on 24 March 2023
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 Gofore Plc’s website at https://gofore.com/en/invest/governance/annual-general-meeting-2023/ latest on 7 April 2023.
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.
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:
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.
Board of Directors
- Timur Kärki, Chair of the Board, Gofore Oyj, +358 40 828 5886, email@example.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