Gofore Oyj

GOFORE PLC COMPANY ANNOUNCEMENT 29 JANUARY 2021 AT 12.00

Gofore’s Shareholders' Nomination Board's proposals to the Annual General Meeting

Gofore Plc’s Shareholders' Nomination Board presents the following proposals to the Annual General Meeting, planned to be held on 26 March 2021:

Number of members and composition of the Board of Directors

The Nomination Board proposes that the number of members of the Board of Directors shall be confirmed to be five (5) and that Juha Eteläniemi, Mammu Kaario, 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 2022. 

The Nomination Board proposes that Piia-Noora Kauppi be elected as a new member of the Board of Directors. Kauppi has been the Managing Director of the Finance Finland since 2009. Previously Kauppi has been a member of the European Parliament and member of various parliamentary committees 1999–2008, and the Head of the Finnish Delegation in the EPP-ED Group 2004–2008. Kauppi is a Board member e.g. in UPM-Kymmene Corporation, the SOS-Children's Villages Foundation (Chairman of the Board of Directors) and the Finnish Financial Ombudsman Bureau FINE. Kauppi holds a LL.M from University of Helsinki.

All nominees are independent of the company and its significant shareholders, except for Timur Kärki, who is the biggest shareholder of the company and has acted as the CEO of the company until 2019.

All nominees have given their consent to the election.

Remuneration of the Board of Directors

The Nomination Board proposes that the members of the Board of Directors be paid as follows:

•  Full-time Chairman of the Board of Directors: Monthly remuneration of EUR 3,500 (previously EUR 2,500).
•  Other members of the Board of Directors: Monthly remuneration of EUR 2,000 (previously 1,500).
•  Fees payable to the members of the Board of Directors for each Committee meeting: The Chair of Committee will be paid a fee of EUR 800 for each meeting, and other members of  Committee will be paid a fee of EUR 400 for each meeting.
•  Furthermore, all members of the Board of Directors will be compensated for travel expenses in accordance with the company's travel policy against receipt. 
  
  

Composition of the Shareholders’ Nomination Board

The composition of the Nomination Board preparing the proposal for the Annual General Meeting 2021 is the following: 

•  Timur Kärki, appointed by Timur Kärki 
•  Petteri Venola, appointed by Petteri Venola 
•  Mika Varjus, appointed by Mika Varjus 
•  Sami Somero, appointed by Gofore Plc’s Board of Directors

All of the proposals made by the Nomination Board were unanimous.

The Annual General Meeting of Gofore Plc made the decision to establish the Shareholders’ Nomination Board on 29 April 2020. The Nomination Board has four members and three of those members are representatives appointed by the three largest shareholders, and one member is a board member appointed by the company’s Board of Directors from amongst themselves. 

The Nomination Board’s proposals will be included in the notice to convene the Annual General Meeting to be published at a later date.

Further information:  
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 net sales 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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