Decisions of the Annual General Meeting
Resolutions of Gofore Plc’s Annual General Meeting and organisational meeting of the Board of Directors on
Gofore Plc’s Annual General Meeting was held on
The minutes of the General Meeting in Finnish will be available on Gofore Plc’s website at https://gofore.com/en/invest/governance/annual-general-meeting-2024/ latest on
Adoption of the financial statements
The Annual General Meeting adopted the company’s financial statements for the financial period of 1 January–31 December 2023.
Dividend of
The Annual General Meeting confirmed a dividend of
Resolution on discharge from liability
The Annual General Meeting resolved to discharge the members of the Board of Directors and the CEO from liability for the financial period of 1 January–31 December 2023.
Remuneration report
It was resolved by an advisory decision to adopt the 2023 Remuneration Report for the Governing Bodies.
Discussion of the remuneration policy of the governing bodies
The Annual General Meeting confirmed the company’s remuneration policy of the governing bodies by an advisory decision.Material amendments made to the Remuneration Policy effective until the 2028 Annual General Meeting especially concern 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.
Remuneration of the members of the Board of Directors
It was resolved that the remuneration for the Chair of the Board is
The number of members of the Board of Directors
It was resolved that the Board of Directors consists of six members.
Composition of the Board of Directors
As per the Shareholders’ Nomination Board’s proposal, the following persons were elected as the Board of Directors: Mammu Kaario,
Remuneration of the auditor
It was resolved that the auditor’s remuneration is paid against invoices approved by the company.
Election of the auditor
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 decided to authorise 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.
Shares will be acquired otherwise than in proportion to the holdings of the shareholders via public trading arranged by
This authorisation revokes the authorisation given by the Annual General Meeting on
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 decided to authorise 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 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 authorisation remains in force until the end of the next annual general meeting, however not for longer than until
Authorising the Board of Directors to decide on the donation to the Gofore Impact Foundation
The Annual General Meeting decided to authorise the Board of Directors to decide on one or several donations to the
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 also wishes to impact the diversity of digital change makers, as well as the overall vitality of the industry.
Resolutions of Gofore Plc’s organisational meeting of the Board of Directors
Appointed by the Annual General Meeting, the Board of Directors of
Timur Kärki will continue as the Chair of the Board.
The Board of Directors resolved upon the composition of the Board committees as follows:
Remuneration Committee
Timur Kärki (Chair), Mammu Kaario and
Audit Committee
Mammu Kaario (Chair),
The Board of Directors has evaluated that all its members are independent of the company and its significant shareholders with the exception of Timur Kärki, who is dependent of the company and its significant shareholders, and
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
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