Beskrivning
| Land | Finland |
|---|---|
| Lista | Mid Cap Helsinki |
| Sektor | Tjänster |
| Industri | IT-konsult & onlinetjänster |
11.3.2024 09:00:07 EET | Gofore Oyj | Notice to general meeting
Gofore Plc
Notice to the Annual General Meeting
11 March 2024 at 9.00 am EET
Notice to Gofore Plc’s Annual General Meeting 2024
The shareholders of Gofore Plc are hereby invited to the Annual General Meeting to be held on 4 April 2024 from 1.00 p.m. Finnish time onwards at Gofore’s Headquarters, address Peltokatu 34, 33100, Tampere, Finland. The reception of registered participants and the distribution of ballots will begin at 12.00 p.m. Finnish time.
Shareholders can also exercise their voting rights by voting in advance. Instructions for advance voting are presented in this notice under section C.
Shareholders may also submit questions referred to in Chapter 5, Section 25 of the Finnish Companies Act on matters to be discussed at the meeting in writing before the meeting. Instructions for submitting written questions are set out in section C of this notice of the Annual General Meeting.
A. Matters on the agenda of the Annual General Meeting
The following matters will be discussed at the Annual 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 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 2023
- Review by the CEO.
- Gofore Plc’s financial statements, the report of the Board of Directors and the auditor’s report will be available on Company’s website https://gofore.com/en/invest/governance/annual-general-meeting-2024/ on 14 March 2024.
7. Adoption of the financial statements
8. Deciding on the use of the profit shown in the balance sheet and deciding on the payment of dividend
- The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.47 per share is paid for the financial year 2023. A shareholder who is entered in the company’s shareholder register maintained by Euroclear Finland Ltd on the record date of the dividend on 8 April 2024 is entitled to a dividend. The dividend shall be paid on 15 April 2024.
9. Resolution on the discharge of the Members of the Board of Directors and the CEO from liability
10. Discussion of the governing bodies' remuneration report
- The Board of Directors proposes that the remuneration report for governing bodies for the year 2023 be approved. The decision is advisory under the Finnish Companies Act.
- The remuneration report will be available on the company’s website at https://gofore.com/en/invest/governance/annual-general-meeting-2024/ no later than on 14 March 2024.
11. Discussion of the remuneration policy of the governing bodies
- The proposal for the updated remuneration policy is attached to this notice and will be available on the company’s website at https://gofore.com/en/invest/governance/annual-general-meeting-2024/ no later than on 14 March 2024. Material amendments made to this Remuneration Policy concern especially the CEO’s remuneration, which has, among other things, been made more specific with respect to the adjustable salary components and added with a recommendation concerning share ownership. The description of the remuneration of the Board of Directors has likewise been supplemented, and the requirements for temporary deviation have been made more specific. The amendments are intended to highlight the connection between the remuneration principles and the Company’s business strategy.
12. Resolution on the remuneration of the members of the Board of Directors
- The Shareholders’ Nomination Board proposes to the Annual General Meeting that the monthly remuneration payable to the Chairman of the Board of Directors is EUR 6,000, and to each Board Member is EUR 3,000.
- The Shareholders’ Nomination Board also proposes to the Annual General Meeting that the additional compensation will be paid to the Board Members for each Committee meeting they have attended as follows: EUR 800 for the Chair of the Committee and EUR 400 for other Committee Members. Furthermore, all members of the Board of Directors will be compensated for travel expenses in accordance with the company’s travel policy against receipt.
- The proposed remuneration is the same as last year.
13. Resolution on the number of members of the Board of Directors
- The Shareholders’ Nomination Board proposes to the Annual General Meeting that six (6) members be appointed to the Board of Directors.
14. Election of the members of the Board of Directors
- The Shareholders’ Nomination Board proposes to the Annual General Meeting that current members of the Board of Directors Mammu Kaario, Piia-Noora Kauppi, Timur Kärki and Sami Somero be re-elected as members of the Board of Directors for the term ending at the end of the Annual General Meeting of 2025, and Antti Koskelin and Matti Saastamoinen shall be elected as new board members.
- All nominees have given their consent to the election. All nominees are independent of the company and its significant shareholders, except for Timur Kärki, who is dependent of the company and its significant shareholders, and for Matti Saastamoinen, who is dependent of the company. Kärki is the largest shareholder of the company and acted as an advisor of the company under a service contract until 2023. Saastamoinen is employed by the company.
- More information on the candidates and their independence is available on the company’s website.
15. Resolution on the remuneration of the auditor
- The Board of Directors proposes to the Annual General Meeting that the auditor’s fee be paid in accordance with an invoice approved by the company.
16. Election of the auditor
- The Board of Directors proposes based on the competitive tendering of the audit that Ernst & Young Oy, an authorised audit firm, be elected as the company’s auditor for a term of office expiring at the end of the following Annual General Meeting. Ernst & Young Oy has stated that Antti Suominen, Authorised Public Accountant, would serve as the company’s principal responsible auditor.
- The company shall also prepare its first statutory sustainability report for the financial period 2024. If Ernst & Young is elected as the company’s auditor, it shall provide the assurance for the statutory sustainability report in 2024 in accordance with the transitional provisions of the amended Finnish Companies Act (1252/2023) and for this the auditor shall be paid a fee in accordance with an invoice approved by the company.
17. Authorising the Board of Directors to decide 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 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.
- The 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 cancels the authorisation given by the Annual General Meeting on 24 March 2023 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 2025.
18. Authorising the Board of Directors to decide on a share issue as well as the issuance of options and other special rights entitling to shares
- The Board of Directors proposes that the annual general meeting authorise the Board to decide upon a share issue and the issuance of option rights and other special rights entitling to shares referred to in Chapter 10 Section 1 of the Finnish Companies Act in one or more trances and either against or without consideration.
- 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 Board of Directors proposes that the authorisation remain in force until the end of the next annual general meeting, however not for longer than until 30 June 2025. This authorisation will cancel any existing, unused authorisations to decide on a share issue and the issuance of option rights or other special rights entitling to shares.
19. Authorising the Board of Directors to decide on the donation to Gofore Impact -foundation
- The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorised to decide on one or several donations for the Gofore Impact foundation for a charitable or similar purpose up to a maximum amount of EUR 250,000.
- The Gofore Impact Foundation was established to promote digital transformation of the society. 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 is also aiming to have an impact on the diversity of digital change makers, as well as the overall vitality of our industry.
- At the same time, it is proposed that the Board of Directors be authorised to decide on the timing of the above-mentioned donation as well as on the other terms of the donation. The authorisation would be valid until the end of the next Annual General Meeting.
20. Closing of the meeting
B. Documents of the Annual General Meeting
This notice, including the proposals for resolutions on the agenda of the Annual General Meeting in their entirety, is available on Gofore Plc’s website at https://gofore.com/en/invest/governance/annual-general-meeting-2024/.
Gofore Plc’s financial statements, report of the Board of Directors and auditor’s report, remuneration policy and remuneration report will be published on the aforementioned website on 14 March 2024 at the latest. The proposals for resolutions and other above-mentioned documents are also available at the Annual General Meeting. The minutes of the Annual General Meeting will be available on the above-mentioned Company’s website no later than on 18 April 2024.
C. Instructions for the participants to the Annual General Meeting
1. Shareholders registered in the shareholders’ register
Shareholders who are registered in the shareholders' register of Euroclear Finland Oy on the record date of the General Meeting on 21 March 2024 are eligible to attend the General Meeting. Any shareholder whose company shares are recorded in their personal Finnish book-entry account is automatically included in the company's shareholders' register. Changes in the shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the shareholder's voting rights.
The registration period for the General Meeting commences on 12 March 2024 10.00 a.m. Finnish time. A shareholder who is registered in the shareholders' register of the Company and wishes to participate in the General Meeting shall register for the Meeting no later than on Tuesday 27 March 2024 4.00 p.m. Finnish time, by which time the registration must be received. A shareholder can register for the General Meeting:
a) via the company’s website https://gofore.com/en/invest/governance/annual-general-meeting-2024/. Electronic registration requires strong identification of the shareholder or their legal representative or proxy with a Finnish, Swedish, or Danish bank ID, or a mobile certificate;
b) by email. Shareholders registering by mail or e-mail shall submit the registration form and advance voting form available on the company's website https://gofore.com/en/invest/governance/annual-general-meeting-2024/ or equivalent information to agm@innovatics.fi.;
c) or by mail. Shareholders registering by mail shall submit the registration form and advance voting form available on the company's website https://gofore.com/en/invest/governance/annual-general-meeting-2024/ or equivalent information to Innovatics Oy, General Meeting / Gofore Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki.
The shareholder and their representative are required to provide information, such as the shareholder's name, date of birth or business ID, contact details, the name of any assistant or proxy representative and the proxy's date of birth. The personal data provided to Gofore Plc or Inderes Oy is only used in connection with the General Meeting and the processing of the necessary registrations related thereto.
The shareholder and their representative or proxy must be able to prove their identity and/or right of representation at the meeting.
Further information on registration and advance voting is available by telephone during the registration period of the General Meeting by calling Innovatics Oy at +358 10 2818 909 on weekdays from 9:00 a.m. to 12:00 p.m. and from 1:00 p.m. to 4:00 p.m.
2. Holders of nominee-registered shares
Holders of nominee-registered shares are entitled to participate in the Annual General Meeting by virtue of shares which would entitle the shareholder to be entered in the shareholders’ register of the Company maintained by Euroclear Finland Oy on the record date of the Annual General Meeting on 21 March 2024. In addition, their participation requires that the shareholder has been temporarily entered based on such shares in the shareholders’ register maintained by Euroclear Finland Ltd at the latest by 28 March 2024 at 10.00 a.m. For nominee-registered shares, this is considered to constitute due registration for the Annual General Meeting. Changes in the ownership of shares that take place after the record date of the Annual General Meeting will not affect the shareholders’ right to attend the Annual General Meeting or exercise their voting rights at the Annual General Meeting.
Holders of nominee-registered shares are advised to request from their custodian without delay necessary instructions for temporarily entering their shares in the shareholders’ register of the Company issuing of proxy authorisation documents and voting instructions as well as registration and possibly voting in advance for the Annual General Meeting. The account manager of the custodian shall temporarily enter a holder of nominee-registered shares wishing to attend the Annual General Meeting in the shareholders’ register of the Company at the latest by the time stated above and as needed, see to voting in advance on behalf of a nominee-registered shareholder before the expiration of the registration period applicable to nominee-registered shareholders. More information is also available on the company’s website at https://gofore.com/en/invest/governance/annual-general-meeting-2024/.
3. Proxy representatives and powers of attorney
Shareholders may participate in the Annual General Meeting and exercise their rights also by appointing proxy representative. A proxy representative may also elect to vote in advance as described in this notice if they so wish. The proxy representative must authenticate to the electronic registration service and advance voting personally with strong authentication, after which they will be able to register and vote in advance on behalf of the shareholder that they represent. The shareholder's proxy must present dated proxy documents, or otherwise in a reliable manner prove that they are entitled to represent the shareholder at the General Meeting. You can prove your right to representation by using the suomi.fi e- Authorizations service available in the electronic registration service.
Model proxy documents and voting instructions are available on the company's website https://gofore.com/en/invest/governance/annual-general-meeting-2024/. If a shareholder participates in the General Meeting through several proxies representing the shareholder with shares held in different securities accounts, the shares on the basis of which each proxy represents the shareholder shall be identified in connection with the registration.
Any proxy documents are requested to be submitted preferably as an attachment with the electronic registration or alternatively by mail to Innovatics Oy, General Meeting / Gofore Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki or by e-mail to agm@innovatics.fi before the end of the registration period. In addition to submitting the proxy documents, the shareholder or his/her proxy shall register for the General Meeting in the manner described above in this notice.
4. Advance voting
A shareholder whose shares in the company are registered in his/her personal Finnish book-entry account may vote in advance between 12 March 2024 at 10 a.m. Finnish time and 27 March 2024 at 4.00 p.m. Finnish time on items 7–19 on the agenda of the General Meeting:
a) via the company's website at https://gofore.com/en/invest/governance/annual-general-meeting-2024/. Login to the service is done in the same way as for registration in section C.1 of this notice.;
b) or by mail by submitting the advance voting form available on the company's website or equivalent information to Innovatics Oy at Innovatics Oy, General Meeting / Gofore Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland;
c) by e-mail by submitting the advance voting form available on the company's website or equivalent information to Innovatics Oy by e-mail at agm@innovatics.fi.
Advance votes must be received by the time the advance voting ends. The submission of votes in this way before the end of the registration and advance voting period shall be considered as registration for the General Meeting, provided that it contains the above information required for registration.
Shareholders who have voted in advance who wish to exercise their right to ask questions, demand a vote at the Annual General Meeting or vote on a possible counterproposal under the Finnish Companies Act must participate in the Annual General Meeting at the meeting venue in person or by way of proxy representation.
With respect to nominee-registered shareholders, the advance voting is carried out by the account manager. The account manager may vote in advance on behalf of the holders of nominee-registered shares whom they represent in accordance with the voting instructions given by them during the registration period set for the nominee-registered shareholders.
Proposals for resolution that are subject to advance voting are deemed to have been made at the General Meeting without any changes.
5. Other instructions and information
The language used in the Annual General Meeting is Finnish.
Shareholders present at the General Meeting have the right to ask questions about the matters discussed at the meeting in accordance with Chapter 5, Section 25 of the Finnish Companies Act. Shareholders may also submit questions referred to in Chapter 5, Section 25 of the Finnish Companies Act on matters to be discussed at the meeting until 27 March 2024 preferably in connection with the electronic registration or alternatively by e-mail to InvestorRelations@gofore.com or by regular mail to Peltokatu 34, 33100 Tampere. The management of the company will answer such questions submitted in writing in advance at the General Meeting. When asking the question, the shareholder must provide sufficient evidence of their shareholding.
On the date of this Notice, 11 March 2024, Gofore Plc has a total of 15,660,139 shares entitling to an equal number of votes. On the date of this Notice, 11 March 2024, Gofore Plc holds a total of 68,061 treasury shares.
In Tampere on 11 March 2024
GOFORE PLC
BOARD OF DIRECTORS
Contacts
- Timur Kärki, Chair of the Board, Gofore Oyj, +358 40 828 5886, timur.karki@gofore.com
About Gofore Oyj
Gofore is an international digital transformation consultancy with Finnish roots. We have over 1,400 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 2023, our net sales amounted to EUR 189.2 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