GOFORE PLC COMPANY ANNOUNCEMENT 2 MARCH 2018 AT 10:00 EET
Notice to the General Meeting of Gofore Plc
Notice is given to the shareholders of Gofore Plc to the Annual General Meeting to be held on Tuesday 27 March 2018 at 16:00 pm EET 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 15:15 EET.
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 scrutinize 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. Presentation of the Financial Statements, the Report of the Board of Directors and the Auditor's Report for the year 2017
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 0.15 per share shall be distributed. The total amount of dividend is EUR 1 942 320.00. The Board of Directors further proposes that the dividend record date is 29 March 2018 and that the dividend would be paid on 10 April 2018.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors
The Nomination Committee of the Board of Directors proposes that the members of the Board be paid a fee of EUR 1,500 per month and a Chairman of the Board of Directors EUR 2,500 per month, and all members will be compensated for travel expenses in accordance with the company's travel policy against receipt.
11. 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).
12. Election of members of the Board of Directors
The Nomination Committee of the Board of Directors proposes that Ali U. Saadetdin, Sami Somero and Anne-Mari Silvast be re-elected as members of the Board of Directors.
The Nomination Committee of the Board of Directors proposes that Kristiina Michelsson and Mika Varjus be elected as new members of the Board of Directors.
Kristiina Michelsson works as a Director at Pohjola Health Ltd. Michelsson is an experienced Board professional serving as the member of the board in the Board of Directors of A-Insinööri, the Tampere Hall and the Tampere Chamber of Commerce. Previously, Michelsson has served as Managing Director of Finla Työterveys Oy and Chairman of the Board of Finnish Institute of Occupational Health. Michelsson holds a Master of Science degree in Economics and has an Executive MBA.
Mika Varjus is one of Gofore's founders. He works as a chief architect and consultant, and his areas of expertise include information and service architecture and knowledge management. Varjus has been building Gofore's several new technology and business areas, such as the Enterprise Architecture business. Before joining Gofore, Varjus has worked in Key Partners Oy, TJ Group Oyj and Tietovalta Oy. He holds a Master of Science degree in Technology. Varjus's Gofore share capital is 13.7% (1,770,000 shares).
The Nomination Board of the Board of Directors proposes that, in keeping with Corporate Governance, Petteri Venola is to discontinue as member of the Board of Directors given his involvement in operations management.
13. 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.
14. 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 Teemu Suoniemi, APA, would be the Auditor with principal responsibility.
15. Authorizing the Board of Directors to resolve on the repurchase of the Company's own shares
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to resolve on the acquisition of the company's own shares of a maximum of 1,294,880 shares in one or more tranches by using funds in the unrestricted shareholders' equity. The maximum number of shares to be acquired corresponds 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 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 authorization is for use to be made available for the purpose of executing potential acquisitions and share-based incentive schemes or for other purposes determined by the Board of Directors and otherwise for further assigned, 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.
The Board of Directors proposes that the authorization cancel the authorization given by the Extraordinary General Meeting on 16 October 2017 to resolve on the repurchase of the company's own shares.
The authorization is proposed to be valid until the closing of the next Annual General Meeting, however, no longer than 30 June 2019.
16. Authorizing 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 authorizes 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 1,294,880 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 decides to issue new shares or to transfer own shares that may be held by the company.The authorization 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 authorization is proposed to be used as consideration for acquisitions, partly as a company incentive scheme or for other purposes determined by the Board of Directors.
The authorization is proposed to be valid until the closing of the next Annual General Meeting, however, no longer than June 30 2019. The authorization revokes all previous unused authorizations 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.
17. 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/agm2018.
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 by 12 March, 2018 at the latest. 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 9 April 2018, at the latest.
C. Instructions for participants in the General Meeting
1. Shareholders registered in the shareholders' register
Each shareholder, who is registered on 15 March 2018 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, shall register for the meeting no later than 22 March 2018 at 10:00 EET 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/agm2018
In connection with the registration, a shareholder shall notify his/her name, personal identification number/business identity code, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data is used only in connection with the General Meeting and with the processing of related registrations.
The shareholder, his/her authorized representative or proxy representative shall, 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 15 March 2018 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 on the basis of such shares has been temporarily registered into the shareholders' register of the Company held by Euroclear Finland Ltd. by March 22, 2018 by 10:00 EET 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 in good time the necessary instructions 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 organization 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 by the time stated above at the latest.
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.
Possible proxy documents are requested to be delivered as a scanned document by email to: firstname.lastname@example.org 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 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, 2 March 2018, Gofore Plc has a total of 12,948,800 shares representing the same number of votes.
The company's headquarters are 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 Annual General Meeting.
In Tampere, 2 March 2018
Board of Directors
For further enquiries:
Ali U. Saadetdin
Chairman of the Board of Directors
tel. +358 40 844 4201
Certified Adviser Evli Bank Plc, tel. +358 (0)9 4766 9926
Gofore Plc is a digitalisation specialist operating since 2002. We offer modern services that help operators in the private and public sectors to face digital change. Our mission is to change the world for the better through digitalisation and by renewing the ways of working. Our services cover the entire value chain, from management consultation to service design and implementation as well as cloud services. Staying on top and ahead of development requires us to be fast-paced, regenerative and competitive. We have 15 years of expertise in this. Our operations are characterised by top expertise, alacrity and genuine interaction. We believe that we are the best partner to our clients on the path to digital change. Gofore currently employs some 380 people in Helsinki, Jyväskylä, Tampere, Swansea, Munich and Madrid. Gofore was chosen as the best workplace in Finland and the second-best workplace in Europe in the Great Place to Work® survey in 2017. More information: www.gofore.com.