GOFORE PLC COMPANY ANNOUNCEMENT 8 APRIL 2020 AT 14.30
Notice to the Annual General Meeting of Gofore Plc
Notice is given to the shareholders of Gofore Plc to the Annual General Meeting to be held on Wednesday 29 April 2020 at 16.00 (Finnish time, CET +1) at the company’s head office at Kalevantie 2, 33100 Tampere, Finland. The reception of shareholders who have registered for the meeting and the distribution of voting tickets will commence at 15.15.
Gofore takes the coronavirus epidemic very seriously, which is why the company appeals to shareholders not to attend the meeting and instead follow the Annual General Meeting via a publicly available live webcast. A shareholder following the Annual General Meeting via webcast does not participate in the General Meeting and cannot use the right of shareholder to request information or participate in voting in accordance with the Limited Liability Companies Act. Link to the webcast will be available at company’s website: http://gofore.com/agm2020. The General Meeting shall be held only if the number of shareholders attending the meeting is small enough to allow the meeting to be arranged in accordance with the coronavirus related instructions given by the relevant authorities.
The company will take precautionary measures to ensure the safety of those persons who need to attend the meeting in person. The meeting will be kept as short as possible. In order to shorten the duration of the meeting, the company has received prior notifications and proxies from the largest shareholders representing the majority of the company’s shares, on the basis of which it can be stated that the majority required by the Limited Liability Companies Act supports all proposals by the Board of Directors mentioned in this notice.
A. Matters on the agenda of the General Meeting
The following matters will be discussed at the 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
CEO’s Review
6. Presentation of the Financial Statements, the Report of the Board of Directors and the Auditor’s Report for 2019
7. Adoption of the Financial Statements
8. Resolution on the use of the profit shown on the Balance Sheet and the payment of dividend
The company’s Board of Directors proposes that a dividend of EUR 0.20 per share will be distributed. The total amount of dividend is EUR 2,798,929 on the date of this notice of annual general meeting. The Board of Directors further proposes that the dividend record date will be 4 May 2020 and that the dividend would be paid on 11 May 2020.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Addressing the Remuneration Policy
Addressing the Remuneration Policy for Governing Bodies of the company as approved by the Board of Directors. The Board of Directors proposes the Annual General Meeting’s advisory approval of the policy. The Remuneration Policy is available at company’s website http://gofore.com/agm2020.
11. Resolution on the remuneration of the members of the Board of Directors
The Nomination Committee of the Board of Directors proposes that the Chairman of the Board of Directors be paid a fee of EUR 2,500 per month and members of the Board be paid a fee of EUR 1,500 per month and, in addition, the Chairman of the Audit Committee of the Board of Directors be paid a fee of EUR 500 in the event that he or she does not act as the Chairman of the Board of Directors at the same time. Furthermore, all members will be compensated for travel expenses in accordance with the company’s travel policy against receipt.
12. Resolution on the number of members of the Board of Directors
The Nomination Committee of the Board of Directors proposes that the number of members of the Board of Directors would be five (5).
13. Election of members of the Board of Directors
The Nomination Committee of the Board of Directors proposes that Timur Kärki, Stefan Baggström and Sami Somero be re-elected as members of the Board of Directors. If Timur Kärki is elected as a member of the Board of Directors and its Chairman, he has given his consent to continue in his position as the full-time Chairman of the Board of Directors.
The Nomination Committee of the Board of Directors proposes that Juha Eteläniemi and Mammu Kaario be elected as new members of the Board of Directors.
Juha Eteläniemi works as a CIO for Oy Karl Fazer Ab. Prior to joining Fazer, Eteläniemi has worked, amongst others, at OpusCapita and Citycon performing managerial duties for digital and information technology management. Eteläniemi has more than 20 years’ experience of different IT related responsibilities including Chief Information Security Officer and project management responsibilities in international business organisations. Eteläniemi is a Bachelor of Business Administration. Eteläniemi is independent of Gofore Plc and its significant shareholders.
Mammu Kaario has a long experience as venture capitalist and private equity investor as well as investment banker. She is a member of the board of directors, amongst others, in the following companies: Aspo Oyj, CapMan Oyj, Ponsse Oyj and Robit Oyj. Kaario is a lawyer trained on the bench and a Master of Business Administration. Kaario is independent of Gofore Plc and its significant shareholders.
14. Resolution on the remuneration of the Auditor
The Board of Directors proposes to the General Meeting that the remuneration of the auditor be paid against the invoices approved by the company.
15. Election of the auditor
The company’s Board of Directors proposes to the General Meeting that KPMG Oy Ab would be elected as Auditor. KPMG Oy Ab has announced that Lotta Nurminen, APA, would be the Auditor with principal responsibility.
16. 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 resolve on the acquisition of the company’s own shares of a maximum of 1,401,280 shares and/or accepting the same number of the company’s own shares as a pledge, in one or several tranches, by using funds in the unrestricted shareholders’ equity. The maximum number of shares to be acquired and/or accepted as a pledge corresponds approximately to 10% of the total number of shares of the company according to the date of the notice of the Meeting. However, the Company, together with its subsidiaries, may not hold or accept as a pledge more than 10% of the total number of shares in the Company at any time.
Shares will be acquired otherwise than in the proportion of shareholders’ holdings in public trading arranged by Nasdaq Helsinki Ltd. at the market price of the acquisition or otherwise at market price. For example, the company may acquire shares and/or accept them as a pledge for the purposes of executing acquisitions or share-based incentive schemes or for other purposes determined by the Board of Directors, and otherwise for the further assignment of the shares, to be held at the ownership of the company or to be annulled by the company. The Board of Directors decides on all other conditions for acquiring own shares and/or accepting them as a pledge.
The Board of Directors proposes that the authorisation will revoke the authorisation granted by the Annual General Meeting on 26 March 2019 to decide on the acquisition of its own shares.
The authorisation is proposed to be valid until the closing of the next Annual General Meeting, however, no longer than 30 June 2021.
17. 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 Board of Directors proposes that the General Meeting authorises 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 parts, either against payment or without payment.
The total number of shares to be issued, including shares under options and other special rights, may amount to a maximum of 1,401,280 shares, equivalent to 10% of the total number of shares of the company on the date of this notice to the meeting. The Board of Directors may decide either to issue new shares or to transfer any of its own shares that may be held by the company.
The authorisation entitles the Board of Directors to decide on all terms and conditions related to the issuance of shares and the issuance of option rights and special rights entitling to shares, including the right to deviate from the shareholders’ pre-emptive subscription rights. The shares can be used as consideration for acquisitions, as part of the company incentive scheme or for other purposes determined by the Board of Directors.
The authorisation is proposed to be valid until the closing of the next Annual General Meeting, however, no longer than 30 June 2021. The authorisation revokes all previous unused authorisations of the Board of Directors to resolve on the issuance of shares, issuance of share options and issuance of other special rights entitling to shares.
18. Resolution on establishing a Shareholders’ Nomination Board
The Board of Directors proposes that a Shareholders’ Nomination Board be established to draft proposals on the election and remuneration of the members of the Board of Directors for the next Annual General Meeting and, when needed, for extraordinary general meetings. In addition, the Board of Directors proposes that the rules of procedure of the Shareholders’ Nomination Board be approved. The proposal of the Board of Directors is available at company’s website http://gofore.com/agm2020.
According to the proposal of the Board of Directors, the Shareholders’ Nomination Board shall consist of four (4) members. Three members will be representatives appointed by three largest shareholders of the company and one member will be a member selected by the members of the Board of Directors amongst themselves.
The three shareholders who, according to the shareholder register kept by Euroclear Finland Ltd, have the largest shares of the votes conferred by all of the company’s shares on the first working day of the September preceding the Annual General Meeting are entitled to appoint the members who represent shareholders. Based on the shareholdings thus determined, the Chairman of the Board of Directors will request the three largest shareholders each to appoint one member to the Shareholders’ Nomination Board. If a shareholder that has diversified its holdings into several funds, for example, and is required to take theses holdings into account under the Securities Markets Act when announcing changes to its holdings, submits a written request to the Chairman of the Board of Directors no later than the last working day of August, the holdings of such shareholder that have been entered into several funds or registers will be taken into account when calculating the shares of votes that confer a nomination right.
If two or more shareholders hold equal number of holdings and it is not possible for both or all shareholders to appoint representative to the Nomination Board, the right to appoint representative to the Nomination Board shall be decided by drawling lots.
If a shareholder does not want to use its appointment right, it will be transferred to the next largest shareholder who would not otherwise have this appointment right.
The first meeting for each term of the Shareholders Nomination Board will be convened by the Chairman of the Board of Directors and the representative of the largest shareholder will be selected as a chair of the Nomination Board, unless otherwise explicitly decided by the Nomination Board. When the members of the Nomination Board have been appointed, the company will announce the composition in a company announcement.
The Shareholders’ Nomination Board must submit its proposal to the company’s Board of Directors annually, no later than the 31st January preceding the Annual General Meeting. The Shareholders’ Nomination Board must keep the proposals confidential until the company has announced them. The provisions of the Securities Markets Act will be applied to any inside information possibly received by the members of the Nomination Board.
The Shareholders’ Nomination Board is established and will operate until the Annual General Meeting decides otherwise. The term of the members of the Shareholders’ Nomination Board will end when new members have been appointed. The members of the Shareholders’ Nomination Board are not remunerated for their membership. Members’ travel expenses are compensated in accordance with the company’s travel policy. If needed, the Shareholders’ Nomination Board may use external experts when carrying out its duties in accordance with the expenses approved by the company.
19. Closing of the meeting
B. Documents of the General Meeting
The above-mentioned proposals for the decisions on the matters on the agenda of the General Meeting as well as this notice of meeting are available on Gofore Plc’s website at http://gofore.com/agm2020.
Gofore Plc’s Financial Statements, the Report of the Board of Directors and the Auditor’s Report of Gofore Plc are available on the above-mentioned website. The proposals for decisions and the other above-mentioned documents are also available at the General meeting and copies of these documents and of this notice of meeting will be sent to shareholders upon request. The minutes of the General meeting will be available to the shareholders on the above-mentioned website on 13 May 2020, at the latest.
C. Instructions for participants in the General Meeting
1. Shareholders registered in the shareholders’ register
Each shareholder who is registered on 17 April 2020 in the shareholders’ register of the Company held by Euroclear Finland Ltd. has the right to participate in the 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 General Meeting must register for the meeting no later than 24 April 2020 at 10.00 am 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/agm2020
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 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 General Meeting. Data may be further processed to fulfil Gofore’s statutory obligations with respect to the General Meeting, such as drafting the list of attendees and votes as well as carrying out the voting in the 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 General Meeting by virtue of such shares based on which he/she on the record date of the General Meeting 17 April 2020 would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Ltd. The right to participate in the 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 24 April 2020 by 10.00 am Finnish time at the latest. As regards to nominee registered shares, this constitutes due registration for the 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 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 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 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 General Meeting. When a shareholder participates in the 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 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. Follwing the General Meeting via webcast
Shareholders can follow the General Meeting via a publicly available webcast. A shareholder following the Annual General Meeting via webcast does not participate in the General Meeting and cannot use the right of shareholder to request information or participate in voting in accordance with the Limited Liability Companies Act. Webcast link will be available at Gofore Plc’s website at http://gofore.com/agm2020.
5. Other information
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.
On the date of this notice of meeting, 8 April 2020, Gofore Plc has a total of 14,012,802 shares representing the same number of votes.
The Annual General Meeting will be held in the company’s head office at Kalevantie 2, 33100 Tampere, Finland in the Technopolis Yliopistonrinne premises. The General Meeting is held in Pormestari hall.
6. Practical information regarding the Annual General Meeting
Due to the recent development of the coronavirus situation, Gofore strives to keep its shareholders safe and undertakes the following precautionary measures to avoid risks in the Annual General Meeting:
- Shareholders can follow the General Meeting via video broadcast
- Attendance of members of the Board of Directors and Executive Management Team has been limited to the minimum
- Proposed new members of the Board of Directors will be presented via video broadcast
- Refreshments will not be served at the Annual General Meeting
The general meeting shall be held only if the number of shareholders attending the meeting is small enough to allow the meeting to be arranged in accordance with the coronavirus related instructions given by the relevant authorities.
Tampere, Finland, on 8 April 2020
GOFORE PLC
Board of Directors
For further enquiries:
Timur Kärki
Chairman of the Board of Directors, Gofore Plc
Tel. +358 40 828 5886
timur.karki@gofore.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 close to 600 people across Finland, Germany, Spain 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 2019, our net sales amounted to EUR 64.1 million. Gofore Plc’s shares are quoted in the Nasdaq First North Growth Market Finland. Learn to know us better at www.gofore.com.