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Gofore Plc: Resolutions of Gofore Plc’s Annual General Meeting and Organization Meeting of the Board of Directors 29 April 2020

Gofore Plc: Resolutions of Gofore Plc’s Annual General Meeting and Organization Meeting of the Board of Directors 29 April 2020

GOFORE PLC COMPANY ANNOUNCEMENT 29 APRIL 2020 AT 18.00

Resolutions of Gofore Plc’s Annual General Meeting and Organization Meeting of the Board of Directors 29 April 2020

The Annual General Meeting of Gofore Plc held today 29 April 2020 made the following mainline decisions. The decisions will be available entirely in the minutes of the General Meeting on Gofore Plc’s website https://gofore.com/agm2020 at the latest from 13 May 2020 onwards.

Adoption of the financial statements

It was resolved to adopt the company’s financial statements for the financial period 1 January–31 December 2019.

Dividend per share EUR 0.20 

The Annual General Meeting confirmed a dividend of EUR 0.20 per share to be paid for the financial period 1 January– 31 December 2019. The total amount of dividend is EUR 2 800 973, 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 4 May 2020 and the dividend payment date will be 11 May 2020.

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 2019.

Remuneration Policy

It was resolved to adopt the Remuneration Policy for Governing Bodies.

The remuneration of the members of the Board of Directors

It was resolved that the remuneration for the Chairman of the Board is EUR 2,500 per month and for the members of the Board EUR 1,500 per month, in addition, it was approved that 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. 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 five (5) members.

Composition of the Board of Directors

The following persons were elected as the Board of Directors: Mammu Kaario and Juha Eteläniemi as new members and Timur Kärki, Sami Somero and Stefan Baggström as old members.

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 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.

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 authorised 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 more tranches by using funds in the unrestricted shareholders’ equity. The maximum number of shares to be acquired and/or accepted as a pledge corresponds to approximately 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 of 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 market price at the time of acquisition or otherwise at market price. For example, the authorisation 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 and/or accepting them as a pledge.

This authorisation cancels the authorisation given by the Annual General Meeting on 26 March 2019 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 2021. 

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 authorised 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 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 approximately 10% of the total number of shares of the company on the date of the notice of the meeting. The Board of Directors decides to issue new shares or to transfer 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 authorisation is to be used as consideration for acquisitions, partly as a company incentive scheme or for other purposes determined by the Board of Directors.

The authorisation is valid until 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. 

Shareholders’ Nomination Board

It was resolved that a Shareholders’ Nomination Board is established, and the rules of procedure of the Shareholders’ Nomination Board as approved by the Board of Directors of the company were approved.

Resolutions of Gofore Plc’s Organization 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 Chairman and resolved upon members of its committees.

As the Chairman of the Board will continue Timur Kärki.

The Board of Directors resolved upon the composition of the Board committees as follows:

Remuneration Committee

As members of the Remuneration Committee of the Board of Directors were elected Timur Kärki (Chairman), Sami Somero and Juha Eteläniemi.

Audit Committee

As members of the Audit Committee of the Board of Directors were elected Mammu Kaario (Chairman), Sami Somero and Stefan Baggström.

The Board of Directors estimates that its members are independent of the company’s major shareholders, except for Timur Kärki. In addition, the Board estimates that, apart from Timur Kärki and Stefan Baggström, all members of the Board are independent of the company.  

GOFORE PLC
Board of Directors

For further enquiries:  
Timur Kärki  
Chairman of the Board of Directors, Gofore Plc  
Tel. +358 40 828 5886   
 
 
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.