GOFORE PLC COMPANY ANNOUNCEMENT 27 MARCH 2018 AT 17:30 EET
Resolutions of Gofore Plc's Annual General Meeting 27 March 2018
The Annual General Meeting of Gofore Plc held today 27 March, 2018 made the following mainline decisions. The decisions will be available entirely in the minutes of the General Meeting on Gofore Plc's website http://gofore.com/agm2018 at the latest from 9 April 2018 onwards.
Adoption of the financial statements
It was resolved to adopt the company's financial statements for the financial period of 2017.
Dividend per share EUR 0.15
The Annual General Meeting confirmed a dividend of EUR 0.15 per share to be paid for the financial period January 1 - December 31, 2017. The total amount of dividend is EUR 1,942,320. The record date for the dividend distribution will be 29 March, 2018 and the dividend payment date will be 10 April, 2018.
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 2017.
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. 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: Kristiina Michelsson and Mika Varjus as new members and Ali U. Saadetdin, Sami Somero and Anne-Mari Silvast 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 notified the company that Authorized Public Accountant Teemu Suoniemi will serve as the auditor-in-charge.
Authorizing the Board of Directors to resolve on the repurchase of the Company's own shares
The Annual General Meeting authorized 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 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 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.
This authorization cancels 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 valid until the closing of the next Annual General Meeting, however, no longer than 30 June 2019.
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 Annual General Meeting authorized 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 1,294,880 shares, equivalent to 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 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 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 valid until the closing of the next Annual General Meeting, however, no longer than 30 June 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.
Board of Directors
Ali U. Saadetdin, Chairman of the Board of Directors, Gofore Plc
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 for our clients on the path to digital change. Gofore currently employs nearly 390 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.
Nasdaq Helsinki Ltd.