Resolutions of Gofore Plc’s Annual General Meeting and Organisation Meeting of the Board of Directors

Gofore Plc
Annual General Meeting resolutions
17 April 2026 at 3 pm EET

Resolutions of Gofore Plc’s Annual General Meeting and Organisation Meeting of the Board of Directors

Gofore Plc’s Annual General Meeting was held on 17 April 2026 at 1 p.m. EEST at the company’s headquarters at Peltokatu 34, FI-33100 Tampere, Finland. Shareholders and their proxy representatives could participate in the Annual General Meeting and exercise their rights both by voting in advance and by making counterproposals and presenting questions in advance, and exercising their voting and speaking right onsite the meeting.

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-2026/ latest on 30 April 2026.

Adoption of the financial statements

The Annual General Meeting adopted the company’s financial statements for the financial period of 1 January–31 December 2025.

Dividend of EUR 0.49 per share

The Annual General Meeting confirmed a dividend of EUR 0.49 per share to be paid for the financial period of 1 January– 31 December 2025. The total amount of dividend is EUR 7,956,153.52 calculated based on outstanding shares as per the day of the Annual General Meeting. The record date for the dividend distribution is 21 April 2026 and the dividend payment date 28 April 2026.

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 2025.

Remuneration report

It was resolved by an advisory decision to adopt the 2025 Remuneration Report for the Governing Bodies.

Remuneration of the members of the Board of Directors

It was resolved that the remuneration for the Chair of the Board is EUR 6,000 per month and for the members of the Board EUR 3,000 per month. In addition, it was resolved, in accordance with the Shareholders' Nomination Board's proposal, 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 other committee members EUR 400 for each meeting. All members of the Board will be compensated for travel expenses against receipt in accordance with the company’s travel policy. The proposed remuneration is unchanged from last year.

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, Piia-Noora Kauppi, Antti Koskelin, Timur Kärki, Sami Somero and Saara Lehmuskoski.

Remuneration of the auditor

It was resolved that the auditor’s remuneration is paid against invoice approved by the company.

Election of the auditor

Ernst & Young Oy was elected the company’s auditor for a term that will continue until the end of the next Annual General Meeting. Ernst & Young Oy has announced that Authorised Public Accountant Antti Suominen is the auditor with principal responsibility.

Remuneration of the sustainability reporting assurer

It was resolved that the fee of the sustainability reporting assurer to be elected be reimbursed as per their invoice approved by the company.

Election of the sustainability reporting assurer

Sustainability auditing firm Ernst & Young Oy was elected as the company’s sustainability reporting assurer for the term ending at the conclusion of the next Annual General Meeting. The election will only take effect if the company is, pursuant to the legislation in force at the end of the financial year 2026, obligated to prepare a sustainability report for the financial year 2026 and to obtain assurance thereof.

Ernst & Young Oy has informed the company that ASA Antti Suominen will serve as the principal sustainability reporting 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 1,624,142 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 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 revokes the authorisation given by the Annual General Meeting on 11 April 2025 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 2027.

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 1,624,142 shares, which amounts to approximately 10% of all shares in the company as of the date of this notice. 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 30 June 2027. This authorisation will revoke any existing, unused authorisations to decide on a share issue and the issuance of option rights or other special rights entitling to shares.

Authorising the Board of Directors to decide on a 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 Gofore Impact Foundation for a charitable or similar purpose up to a maximum amount of EUR 250,000. Board of Directors is also authorised to decide on the timing of the above-mentioned donation as well as on the other terms of the donation. The authorisation is valid until the end of the next Annual General Meeting. 

Resolutions of Gofore Plc’s Organisation Meeting of the Board of Directors

Appointed by the Annual General Meeting, the Board of Directors of Gofore Plc was organised immediately after the Annual General Meeting. At the Meeting, the Board of Directors elected its Chair and resolved upon members of its committees.

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 Antti Koskelin were elected as members of the Remuneration Committee of the Board of Directors.

Audit Committee

Mammu Kaario (Chair), Piia-Noora Kauppi and Sami Somero were elected as members of the Audit Committee of the Board of Directors.

The Board of Directors has evaluated that all its members are independent of the company and its significant shareholders, except for Saara Lehmuskoski, who is employed by the company and therefore dependent on the company. Therefore, the Board of Directors of Gofore Plc meets the requirements of Recommendation 10 (Independence of Directors) of the Finnish Corporate Governance Code, issued by the Finnish Securities Market Association.

GOFORE PLC

Board of Directors

Further enquiries:
Timur Kärki
Chair of the Board, Gofore Plc
tel. +358 40 828 5886
timur.karki@gofore.com