Gofore Plc: Summons to Gofore Plc’s annual general meeting

March 5, 2021 2:05 AM EST

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GOFORE PLC COMPANY ANNOUNCEMENT 5 MARCH 2021 AT 9.05 EET

Summons to Gofore Plc’s annual general meeting

Gofore Plc’s shareholders are hereby invited to the annual general meeting that will be held at Töölönlahdenkatu 2, 00100 Helsinki at 2.00 pm on Friday, 26 March 2021. The company's shareholders and their proxy representatives may attend the meeting and exercise their shareholder rights only by voting in advance and by submitting counterproposals and questions in advance. Shareholders may not attend the meeting in person. Instructions for shareholders can be found below in part C. Instructions for the participants to the meeting. Shareholders may not attend the meeting in person.

The meeting will be held in accordance with the temporary law (677/2020) that came into force on 3 October 2020. The company has decided upon measures enabled by the temporary law whose purpose is to enable the company to organise the meeting in a predictable manner while taking into consideration the health and safety of the company’s shareholders, employees and other interest groups.

All shareholders who have registered for the meeting may watch the meeting as a live broadcast and use the chat function to ask questions or comment on the proceedings during the meeting. Shareholders will not be considered to be officially participating in the meeting or to be exercising their right to ask questions or to speak at the meeting when they watch the live broadcast or use the chat function to ask questions or comment on the proceedings. Correspondingly, any questions submitted via the chat function will not constitute questions asked in the manner required by Chapter 5 Section 25 of the Finnish Limited Liability Companies Act. In order for the shareholders’ questions to be considered valid under the applicable law, they must be submitted in advance as described below. After the annual general meeting has concluded, the live broadcast will continue as a separate Q&A session where the company’s representatives will discuss the questions and comments submitted via the chat function. This Q&A session is not part of the annual general meeting. Link to the webcast will be available at company`s website: http://gofore.com/agm2021.

  1.  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

- Attorney-at-Law Jari Gadd will serve as the Chair of the meeting. In the event that Jari Gadd is unable to serve as the Chair of the meeting for a well-justified reason, the Board of Directors will appoint the person it considers the most suitable to serve as the Chair. The company’s General Counsel Kalle Mäki will serve as the secretary of the meeting. In the event that Kalle Mäki is unable to serve as the secretary, the Chair will call upon another person to serve as the secretary of the meeting.

3. Election of persons to scrutinise the minutes and to supervise the counting of votes

- Master of Laws Markus Vanhanen will scrutinise the minutes and supervise the counting of votes. In the event that Markus Vanhanen is unable to serve in this role for a well-justified reason, the Board of Directors will appoint the person it considers the most suitable to carry out these duties.

4. Recording the legality of the meeting

5. Recording attendance at the meeting and adoption of the list of votes

- Shareholders who have voted in advance before the expiry of the deadline for advance voting and who have the right to participate in the meeting under Chapter 5 Sections 6 and 6a of the Finnish Limited Liability Companies Act are considered to constitute participating shareholders. The list of votes will be adopted based on the information provided by Euroclear Finland Oy and Innovatics Oy.

6. Presentation of the financial statements, the report of the Board of Directors and the auditor’s report for the year 2020

- As the shareholders can participate in the meeting possibly only in advance, the company's financial statements, the report of the Board of Directors and the auditor’s report, which the company published on 5 March 2021 and which are available on the company’s website at http://gofore.com/agm2021, are considered to have already been presented to the annual general meeting.

7. Adoption of the financial statements

8. Deciding on the use of the profit shown in the balance sheet and on the payment of dividend

- The company’s Board of Directors proposes to the annual general meeting that the company pay EUR 0.24 in dividend per share for the year 2020, i.e. altogether EUR 3,368,862.48 based on the number of all outstanding shares as of the date of this summons. Dividend will be paid to shareholders who are recorded as shareholders in the shareholders’ register maintained by Euroclear Finland Ltd on the record date of 30 March 2021. Pursuant to the proposal, the dividend will be paid on 8 April 2021.

9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability

10. Non-binding discussion of the remuneration report for governing bodies 2020

- The remuneration report for governing bodies 2020 is enclosed with this summons and available on the company’s website at http://gofore.com/agm2021. As shareholders can attend the annual general meeting only through advance voting, the remuneration report for governing bodies 2020 is considered to have already been presented to the general meeting for the purposes of non-binding discussion.

11. Resolution on the remuneration of the Board Members

- The Shareholders’ Nomination Board proposes that the Chair of the Board be paid EUR 3,500 per month and each Board Member EUR 2,000 per month in remuneration.

- Furthermore, the Shareholders’ Nomination Board proposes that each Board Member be paid a fee for each committee meeting as follows: the Chair of the committee should be paid EUR 800 and the other committee members EUR 400 for each meeting. In addition, all members will be reimbursed for their travel costs against receipts in accordance with the company’s travel rules.

12. Resolution on the number of Board Members

- The Shareholders’ Nomination Board proposes to the annual general meeting that it decide to set the number of Board Members at five (5) persons.

13. Election of the Board Members

- The Shareholders’ Nomination Board proposes to the annual general meeting that Juha Eteläniemi, Mammu Kaario, Timur Kärki and Sami Somero be re-elected as members of the Board of Directors. 

- The Shareholders’ Nomination Board proposes that Piia-Noora Kauppi be elected as a new Board Member.

- Ms Kauppi has served as the Managing Director of Finance Finland (FFI) since 2009. Prior to that, Ms Kauppi served e.g. as a member of the European Parliament and several Parliament committees from 1999 to 2008 and as the head of the Finnish delegation in the European Parliament’s EPP-ED group from 2004 to 2008. Ms Kauppi serves as a member on the boards of e.g. the following entities: UPM Kymmene Oyj, SOS-Lapsikyläsäätiö (Chair of the Board) and the Finnish Financial Ombudsman Bureau FINE. Ms Kauppi has received a Bachelor of Laws degree from the University of Helsinki.

- All proposed members are independent of the company and its significant shareholders with the exception of Timur Kärki, who is the company’s largest shareholder and served as the company’s CEO until 2019. All board member candidates have consented to being elected to the position of Board Member.

14. Resolution on the remuneration of the auditor

- The Board of Directors proposes that the auditor’s fee be paid in accordance with an invoice approved by the company.

15. Election of the auditor

- The Board of Directors proposes that KPMG Oy Ab, an authorised audit firm, be elected as the company’s auditor for a term expiring at the end of the next annual general meeting. KPMG Oy Ab has stated that Authorised Public Accountant Lotta Nurminen would serve as the auditor with principal responsibility.

16. Authorising the Board of Directors to decide on the acquisition of the company’s own shares and/or on accepting them as a pledge

- The Board of Directors proposes to the annual general meeting that the annual general meeting authorise the Board to decide upon the acquisition of a maximum of 1,403,692 of the company’s own shares in one or several tranches with the company's unrestricted shareholder's equity and/or on accepting the same number of the company’s own shares as a pledge in one or several tranches. 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 summons. However, the company, together with its subsidiaries, may not at any point own or accept as a pledge more than 10% of all shares in the company.

- 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 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.

- The Board of Directors proposes for this authorisation to cancel the authorisation to decide upon the acquisition of the company’s own shares that was granted by the annual general meeting held on 29 April 2020.

- 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 2022.

17. 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 Limited Liability 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 2,105,540 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 2022. 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.

18. Closing of the meeting

B. Documents of the meeting

The aforementioned proposals that are included on the agenda of the annual general meeting as well as this summons are available on Gofore Plc’s website at http://gofore.com/agm2021.

Gofore Plc’s financial statements, annual report and auditor's report as well as the remuneration report will be available on the aforementioned website on 5 March 2021. Copies of the financial statements and the other documents will be provided to shareholders upon request. The minutes of the annual general meeting will be published on the company’s aforementioned website on 8 April 2021 at the latest.

C. Instructions for the participants to the annual general meeting

Shareholders and their proxy representatives may participate in and exercise their rights at the annual general meeting only in advance and in accordance with the instructions provided below.

1. Shareholders recorded in the shareholders’ register

Shareholders that are recorded in the shareholders’ register maintained by Euroclear Finland Ltd as of 16 March 2021 are entitled to participate in the annual general meeting. Shareholders whose shares are registered in their personal Finnish book-entry accounts are registered in the company’s shareholder register. Shareholders may participate in the meeting only by voting in advance and by submitting their counterproposals and questions in advance as described below.

2. Registration and voting in advance

Registration and advance voting will begin at 2 pm on 9 March 2021 once the deadline for submitting counterproposals that will be subjected to a vote has expired. Shareholders who are recorded in the shareholders’ register and who wish to participate in the annual general meeting must register for the meeting and vote in advance by 4 pm on 19 March 2021 at the latest, by which time the registration and the votes must be received.

Shareholders with Finnish book-entry accounts may register and vote in advance on some of the matters on the agenda of the annual general meeting. Registration and advance voting begins at 2 pm on 9 March 2021 and ends at 4 pm on 19 March 2021. Registration and advance voting must be conducted as follows:

a) via the company’s website at http://gofore.com/agm2021

Please note that the secure digital identification process for registration and advance voting requires a Finnish or Swedish bank ID or mobile ID. Shareholders must also disclose their personal identity code or business ID, email address and/or phone number.

b) by mail or email

Shareholders may submit an advance voting form that will be available on the company’s website from 2 pm on 9 March 2021 onwards by mail to Innovatics Oy by addressing the envelope to Innovatics Oy, Annual General Meeting/Gofore Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland or by email to agm@innovatics.fi. In the event that a shareholder participates in the annual general meeting by sending their advance votes by mail or email to Innovatics Oy and they are received before the expiry of the deadline for advance voting and registration, the shareholder will be considered to have registered for the annual general meeting provided that information regarding the shareholder that is required for registration has been submitted as well.

Instructions for advance voting will also be available on the company's website at http://gofore.com/agm2021 before advance voting begins. Additional information concerning registration and voting in advance is available by phone at 010 2818 909 from Monday to Friday from 9 am to 12 pm and from 1 pm to 4 pm.

The name of the shareholder, their personal identity code or business ID, phone number as well as the names and personal identity codes of any proxy representatives must be disclosed in connection with registration. This personal data will only be used in connection with the annual general meeting and the Q&A session that will follow and when processing related registrations.

3. Proxy representatives and powers of attorney

Shareholders may participate in the annual general meeting and exercise their rights by way of a proxy representative. The shareholder’s proxy representative must also participate by voting in advance as described in this summons.

The proxy representative must produce a dated power of attorney or otherwise prove in a reliable manner that they are entitled to represent the shareholder at the annual general meeting. In the event that a shareholder participates in the annual general meeting by means of several proxy representatives that represent the shareholder based on shares held in different securities accounts, the shares represented by each proxy representative must be disclosed when registering for the annual general meeting.

A power of attorney template and the advance voting form will be available on the company’s website at http://gofore.com/agm2021 by 2 pm on 9 March 2021 at the latest. Shareholders are kindly requested to submit any powers of attorney primarily via digital registration, by email to agm@innovatics.fi or by mail or courier in their original to Innovatics Oy, Annual General Meeting/Gofore Plc, Ratamestarinkatu 13 A, 00520 Helsinki, Finland before the expiry of the deadline for advance voting. Any shareholder that submits a power of attorney before the expiry of the deadline for registration and advance voting will be considered to have registered for the annual general meeting provided that information concerning the shareholder that is required for registration has also been provided.

4. Holders of nominee registered shares

The holders of nominee registered shares are entitled to participate in the annual general meeting by virtue of the shares based on which they would be entitled to be registered in the shareholders’ register maintained by Euroclear Finland Ltd as of the record date of the annual general meeting, i.e. 16 March 2021. Participation in the annual general meeting also requires for such shareholders to be registered, where entitled by the aforementioned shares, in the temporary shareholders’ register maintained by Euroclear Finland Ltd by 10 am on 23 March 2021 at the latest. As regards nominee registered shares, this is considered to constitute due registration for the annual general meeting. Any changes that have occurred in a shareholder’s holdings after the record date of the annual general meeting have no impact on the shareholder’s right to participate in the annual general meeting or their right to vote at the meeting.

Holders of nominee registered shares are advised to consult with their asset managers without delay in order to receive instructions on how to register their shares in the temporary shareholders’ register, how to issue powers of attorney and how to register for the annual general meeting. The asset manager’s account management organisation will request the registration of any holders of nominee registered shares that wish to participate in the annual general meeting in the company’s temporary shareholders’ register by the deadline provided above. The asset manager’s account management organisation must ensure that advance votes are submitted on behalf of the holder of nominee registered shares by the registration deadline that applies to nominee registered shares.

5. Issuing counterproposals to proposed decisions and submitting questions in advance

Shareholders that hold at least one hundredth of all the company's shares are entitled to submit a counterproposal that will be subjected to a vote with regard to any decision proposed on the agenda of the general meeting. Counterproposals must be submitted to the company by email at InvestorRelations@gofore.com by 4 pm on 8 March 2021 at the latest. Shareholders that submit a counterproposal must provide sufficient proof of their holdings in connection with the submission of their counterproposal. The counterproposal will be processed at the annual general meeting if the shareholder is entitled to participate in the annual general meeting and owns at least one hundredth of all the company’s shares on the record date of the annual general meeting. If the counterproposal is not accepted for consideration at the annual general meeting, the votes cast in favour of the counterproposal will be disregarded. The company will publish any counterproposals that will be subjected to a vote on the company's website at http://gofore.com/agm2021 at 2 pm on 9 March 2021 at the latest.

Shareholders are entitled to request information on the matters that will be processed at the meeting pursuant to Chapter 5 Section 25 of the Finnish Limited Liability Companies Act by submitting their questions via digital registration or email to InvestorRelations@gofore.com or by mail to Gofore Plc at Kalevantie 2, 33100 Tampere by 2 pm on 12 March 2021. All questions must be submitted to the company by the aforementioned deadline. The questions submitted by the shareholders, the answers provided thereto by the company’s management and any counterproposals that have not qualified for a vote will be available on the company’s website at http://gofore.com/agm2021 by 4 pm on 17 March 2021 at the latest. Shareholders must provide sufficient proof of their holdings when submitting their questions.

6. Other instructions and information

As of the date of this summons, Gofore Plc has altogether 14,036,927 shares, which entitle to an equal number of votes.

Tampere, 5 March 2021

GOFORE PLC
Board of Directors

Appendix 1: Remuneration Statement 2020

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 Finland-based digitalisation specialist with international growth plans. Together with our customers, we are pioneering an ethical digital world. We're made up of over 700 impact-driven 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 2020, our  revenue  amounted to EUR 78 million.  Gofore  Plc's shares are quoted in the Nasdaq First North Growth Market Finland.  Learn more:  www.gofore.com.     


  


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