GOFORE PLC COMPANY ANNOUNCEMENT 5 MARCH 2019 AT 11.00
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 26 March 2019 at 16.00 (Finnish time, CET +1) at the company's head offices 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.
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 scrutinise 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
CEO's Review
6. Presentation of the Financial Statements, the Report of the Board of Directors and the Auditor's Report for 2018
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 0.19 per share will be distributed. The total amount of dividend is EUR 2,492,226.58. The Board of Directors further proposes that the dividend record date will be 28 March 2019 and that the dividend would be paid on 4 April 2019.
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, Kristiina Michelsson and Mika Varjus be re-elected as members of the Board of Directors.
The Nomination Committee of the Board of Directors proposes that Stefan Baggström be elected as new members of the Board of Directors.
Stefan Baggström works as a Solution Architect and a Business Manager, and he is responsible for the Health and Wellbeing customer sector. Baggström was nominated by Gofore's employees to the Board of Directors of Gofore Plc in February, 2019. For four years now, the company has had one person nominated to the Board of Directors. However, this person is not an employee representative, but a full member of the board.
Baggström's specific areas of expertise include agile development, healthcare system development, and information systems architecture management. Baggström has a previous board experience with Movendos Oy. Previously, Baggström has worked in various roles in demanding software development projects at GE Healthcare Finland Oy, Movendos Oy, and Nokia. Baggström holds a M.Sc. (Tech).
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. Authorising the Board of Directors to resolve 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 resolve on the acquisition of the company's own shares of a maximum of 1,311,715 shares and/or accepting the same number of the company's own shares as a pledge, in one or several tranches, by using funds in the unrestricted shareholders' equity. The maximum number of shares to be acquired and/or accepted as a pledge corresponds approximately 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 or accept as a pledge 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 company may acquire shares and/or accept them as a pledge for the purposes of executing acquisitions or share-based incentive schemes or for other purposes determined by the Board of Directors, and otherwise for the further assignment of the shares, 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.
The Board of Directors proposes that the authorisation will revoke the authorisation granted by the Annual General Meeting on 27 March 2018 to decide on the acquisition of its own shares.
The authorisation is proposed to be valid until the closing of the next Annual General Meeting, however, no longer than 30 June 2020.
16. 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 Board of Directors proposes that the General Meeting authorises 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 1,311,715 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 may decide either to issue new shares or to transfer any of its 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 shares can be used as consideration for acquisitions, as part of the company incentive scheme or for other purposes determined by the Board of Directors.
The authorisation is proposed to be valid until 26 March 2024. 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.
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/agm2019.
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 8 March 2019, 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 5 April 2019, at the latest.
C. Instructions for participants in the General Meeting
1. Shareholders registered in the shareholders' register
Each shareholder who is registered on 14 March 2019 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 must register for the meeting no later than 18 March 2019 at 10.00 Finnish time 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/agm2019
Gofore processes personal data in accordance with the applicable data protection legislation and Gofore's privacy notice (available at https://gofore.com/en/privacy-notice/) in order to enable shareholders to register to attend the General Meeting of Shareholders. Persons will be asked to provide the following information in connection with the registration: shareholder's first name and surname, personal identification number, phone number, email and the name and personal identification number of possible assistant and/or authorised representative. Legal persons will be asked to provide name of the organisation, business identity code, book-entry account number and possible information regarding authorised representative. Registration will be made by filling out electronic registration form provided by technical platform service provider Euroclear Finland Oy.
The purpose of the above-mentioned processing of data is to ensure the registrant's identity and right to attend the General Meeting. Data may be further processed to fulfil Gofore's statutory obligations with respect to the General Meeting, such as drafting the list of attendees and votes as well as carrying out the voting in the General Meeting.
The shareholder, his/her authorised representative or proxy representative must, 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 14 March 2019 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 has been temporarily registered on the basis of such shares into the Company's shareholders' register held by Euroclear Finland Ltd. by 21 March 2019 by 10.00 Finnish time 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 the necessary instructions in good time 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 organisation 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 at the latest by the time stated above.
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.
Any proxy documents are requested to be delivered as a scanned document by email to: InvestorRelations@gofore.com 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, 5 March 2019, Gofore Plc has a total of 13,117,156
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. The Annual General Meeting will be held in Häggman hall.
Tampere, Finland, on 5 March 2019
GOFORE PLC
Board of Directors
For further enquiries:
Ali U. Saadetdin
Chairman of the Board of Directors, Gofore Plc
tel. +358 40 844 4201
ali.saadetdin@saadetdin.com
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 some 550 people across Finland, Germany, Spain, United Kingdom 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 2018, our net sales amounted to EUR 50.6 million. Gofore Plc's shares are quoted in the First North Finland market administered by Nasdaq Helsinki Ltd. Learn to know us better at www.gofore.com.