Gofore PlcNotice to the Annual General Meeting18 March 2026 at 12 noon EET
Notice to Gofore Plc’s Annual General Meeting 2026
The shareholders of Gofore Plc are hereby invited to the Annual General Meeting to be held on 17 April 2026 from 1.00 p.m. Finnish time onwards at Gofore’s Headquarters, address Peltokatu 34, FI-33100, Tampere, Finland. The reception of registered participants and the distribution of ballots will commence at 12.00 p.m. Finnish time.
Shareholders can also exercise their voting rights by voting in advance. Instructions for advance voting are presented in this notice under section C.
Shareholders may also submit questions referred to in Chapter 5, Section 25 of the Finnish Companies Act on matters to be discussed at the meeting in writing before the meeting. Instructions for submitting written questions are set out in section C of this notice of the Annual General Meeting.
A. 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
3. Election of persons to scrutinise the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording attendance at the meeting and adoption of the list of votes
6. Presentation of the financial statements and consolidated financial statements, the report of the Board of Directors and the auditor’s report and the opinion on assurance of sustainability reporting for the year 2025
- Review by the CEO.
- Gofore Plc’s financial statements, consolidated financial statements, the report of the Board of Directors, the auditor’s report and the opinion on assurance of sustainability reporting will be available on Company’s website https://gofore.com/en/invest/governance/annual-general-meeting-2026/ no later than on 20 March 2026.
7. Adoption of the financial statements, which also includes the adoption of consolidated financial statements
8. Deciding on the use of the profit shown in the balance sheet and deciding on the payment of dividend
- The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.49 per share is paid for the financial year 2025. A shareholder who is entered in the company’s shareholder register maintained by Euroclear Finland Ltd on the record date of the dividend on 21 April 2026 is entitled to a dividend. The dividend shall be paid on 28 April 2026.
9. Resolution on the discharge of the Members of the Board of Directors and the CEO from liability
10. Discussion of the governing bodies’ remuneration report
- The Board of Directors proposes that the remuneration report for governing bodies for the year 2025 be approved. The decision is advisory under the Finnish Companies Act.
- The remuneration report will be available on the company’s website at https://gofore.com/en/invest/governance/annual-general-meeting-2026/ no later than on 20 March 2026.
11. Resolution on the remuneration of the members of the Board of Directors
- The Shareholders’ Nomination Board proposes to the Annual General Meeting that the monthly remuneration payable to the Chairman of the Board of Directors is EUR 6,000, and to each Board Member is EUR 3,000.
- The Shareholders’ Nomination Board also proposes to the Annual General Meeting that the additional compensation will be paid to the Board Members for each Committee meeting they have attended as follows: EUR 800 for the Chair of the Committee and EUR 400 for other Committee Members. Furthermore, all members of the Board of Directors will be compensated for travel expenses in accordance with the company’s travel policy against receipt.
- The proposed remuneration is the same as last year.
12. Resolution on the number of members of the Board of Directors
- The Shareholders’ Nomination Board proposes to the Annual General Meeting that six (6) members be appointed to the Board of Directors.
13. Election of the members of the Board of Directors
- The Shareholders’ Nomination Board proposes to the Annual General Meeting that for the term ending at the conclusion of the 2027 Annual General Meeting, the following current members of the Board be re-elected: Mammu Kaario, Piia-Noora Kauppi, Antti Koskelin, Timur Kärki, and Sami Somero, as well as Saara Lehmuskoski as a new administrative representative elected by the staff. All candidates have given their consent to the positions. The Nomination Committee proposes that the Board be elected as a single entity.
- All candidates are independent of the company and its significant shareholders on the day of the Annual General Meeting, 17 April 2026, except for Saara Lehmuskoski, who is employed by the company and therefore dependent on the company.
- Further information about the candidates for the board of directors and their independence is available on the company's website.
14. Resolution on the remuneration of the auditor
- The Board of Directors proposes to the Annual General Meeting 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 Ernst & Young Oy, an authorised audit firm, be elected as the company’s auditor for the term ending upon the conclusion of the next Annual General Meeting.
- Ernst & Young Oy has stated that Antti Suominen, Authorised Public Accountant (KHT), would serve as the company’s principal responsible auditor.
16. Resolution on the remuneration of the sustainability reporting assurer
- The Board of Directors proposes that the sustainability reporting assurer to be elected is reimbursed as per their invoice approved by the company.
17. Election of the sustainability reporting assurer
- The Board of Directors proposes that Ernst & Young Oy, Authorised Sustainability Audit Firm, be elected as the company’s sustainability reporting assurer for the term ending upon the conclusion of the next Annual General Meeting.
- Ernst & Young Oy has informed the company that Antti Suominen, Authorised Sustainability Auditor (KRT), would act as the principally responsible sustainability reporting assurer.
- In connection with the proposed legislative amendment relating to the directive amending the European Union's sustainability reporting obligations, the sustainability reporting obligations in force on the date of this notice to the Annual General Meeting may no longer apply to the company for the financial year 2026. Therefore, the Board of Directors proposes that the election of the sustainability reporting assurer be made conditional so that the election shall only become effective 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.
18. Authorising the Board of Directors to decide 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 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.
- 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 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 cancels the authorisation given by the Annual General Meeting on 11 April 2025 to resolve on the repurchase of the company’s own shares and/or accepting them as a pledge.
- The authorisation is valid until the closing of the next Annual General Meeting, however, no longer than 30 June 2027.
19. 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 Companies Act in one or more tranches 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 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 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 2027. 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.
20. Authorising the Board of Directors to decide on the donation to Gofore Impact foundation
- The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorised to decide on one or several donations for the Gofore Impact foundation for a charitable or similar purpose up to a maximum amount of EUR 250,000.
- The Gofore Impact Foundation was established to promote digital transformation of the society. 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 is also aiming to have an impact on the diversity of digital change makers, as well as the overall vitality of our industry.
- At the same time, it is proposed that the Board of Directors be authorised to decide on the timing of the above-mentioned donation as well as on the other terms of the donation. The authorisation would be valid until the end of the next Annual General Meeting.
21. Closing of the meeting
B. Documents of the Annual General Meeting
This notice, including the proposals for resolutions on the agenda of the Annual General Meeting in their entirety, is available on Gofore Plc’s website https://gofore.com/en/invest/governance/annual-general-meeting-2026/.
Gofore Plc’s financial statements, consolidated financial statements, report of the Board of Directors, the sustainability report, auditor’s report, the opinion on assurance of sustainability reporting and remuneration report will be published on the aforementioned website on 20 March 2026 at the latest. The proposals for resolutions and other above-mentioned documents are also available at the Annual General Meeting. The minutes of the Annual General Meeting will be available on the above-mentioned Company’s website no later than on 30 April 2026.
C. Instructions for the participants to the Annual General Meeting
1. Shareholders registered in the shareholders’ register
Shareholders who are registered in the shareholders’ register of Euroclear Finland Oy on the record date of the General Meeting on 7 April 2026 are eligible to attend the General Meeting. Any shareholder whose company shares are recorded in their personal Finnish book-entry account is automatically included in the company’s shareholders’ register. Changes in the shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the shareholder’s voting rights.
The registration period for the General Meeting commences on 19 March 2026 10.00 a.m. Finnish time. A shareholder who is registered in the shareholders’ register of the Company and wishes to participate in the General Meeting shall register for the Meeting no later than on 10 April 2026 4.00 p.m. Finnish time, by which time the registration must be received. A shareholder can register for the General Meeting:
a) via the company’s website https://gofore.com/en/invest/governance/annual-general-meeting-2026/. Electronic registration requires strong identification of the shareholder or their legal representative or proxy with a Finnish, Swedish, or Danish bank ID, or a mobile certificate;
b) by email. Shareholders registering by mail or e-mail shall submit the registration form and advance voting form available on the company’s website https://gofore.com/en/invest/governance/annual-general-meeting-2026/ or equivalent information to agm@innovatics.fi;
c) or by mail. Shareholders registering by mail shall submit the registration form and advance voting form available on the company’s website https://gofore.com/en/invest/governance/annual-general-meeting-2026/ or equivalent information to Innovatics Oy, General Meeting / Gofore Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.
The shareholder and their representative are required to provide information, such as the shareholder’s name, date of birth or business ID, contact details, the shareholder’s address, the name of any assistant or proxy representative and the proxy’s date of birth and proxy’s phone number and/or e-mail. The personal data provided to Gofore Plc is only used in connection with the General Meeting and the processing of the necessary registrations related thereto.
The shareholder and their representative or proxy must be able to prove their identity and/or right of representation at the meeting.
Further information on registration and advance voting is available by telephone during the registration period of the General Meeting by calling Innovatics Oy at +358 10 2818 909 on weekdays from 9:00 a.m. to 12:00 p.m. and from 1:00 p.m. to 4:00 p.m. Finnish time.
2. Holders of nominee-registered shares
Holders of nominee-registered shares are entitled to participate in the Annual General Meeting by virtue of shares which would entitle the shareholder to be entered in the shareholders’ register of the Company maintained by Euroclear Finland Oy on the record date of the Annual General Meeting on 7 April 2026. In addition, their participation requires that the shareholder has been temporarily entered based on such shares in the shareholders’ register maintained by Euroclear Finland Oy at the latest by 14 April 2026 at 10.00 a.m. Finnish time. For nominee-registered shares, this is considered to constitute due registration for the Annual General Meeting. Changes in the ownership of shares that take place after the record date of the Annual General Meeting will not affect the shareholders’ right to attend the Annual General Meeting or exercise their voting rights at the Annual General Meeting.
Holders of nominee-registered shares are advised to request from their custodian without delay necessary instructions for temporarily entering their shares in the shareholders’ register of the Company, issuing of proxy authorisation documents and voting instructions as well as registration and possibly voting in advance for the Annual General Meeting. The account manager of the custodian shall temporarily enter a holder of nominee-registered shares wishing to attend the Annual General Meeting in the shareholders’ register of the Company at the latest by the time stated above and as needed, see to voting in advance on behalf of a nominee-registered shareholder before the expiration of the registration period applicable to nominee-registered shareholders. More information is also available on the company’s website at https://gofore.com/en/invest/governance/annual-general-meeting-2026/.
3. Proxy representatives and powers of attorney
Shareholders may participate in the Annual General Meeting and exercise their rights also by appointing proxy representative. A proxy representative may also elect to vote in advance as described in this notice if they so wish. The proxy representative must authenticate to the electronic registration service and advance voting personally with strong authentication, after which they will be able to register and vote in advance on behalf of the shareholder that they represent. The shareholder’s proxy must present dated proxy documents, or otherwise in a reliable manner prove that they are entitled to represent the shareholder at the General Meeting. You can prove your right to representation by using the suomi.fi e-Authorizations service available in the electronic registration service.
Model proxy documents are available on the company’s website https://gofore.com/en/invest/governance/annual-general-meeting-2026/. If a shareholder participates in the General Meeting through several proxies representing the shareholder with shares held in different securities accounts, the shares on the basis of which each proxy represents the shareholder shall be identified in connection with the registration.
Any proxy documents are requested to be submitted preferably as an attachment with the electronic registration or alternatively by mail to Innovatics Oy, General Meeting / Gofore Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by e-mail to agm@innovatics.fi before the end of the registration period. In addition to submitting the proxy documents, the shareholder or his/her proxy shall register for the General Meeting in the manner described above in this notice.
4. Advance voting
A shareholder whose shares in the company are registered in his/her personal Finnish book-entry account may vote in advance between 19 March 2026 at 10 a.m. Finnish time and 10 April 2026 at 4.00 p.m. Finnish time on items 7–20 on the agenda of the General Meeting:
a) via the company’s website at https://gofore.com/en/invest/governance/annual-general-meeting-2026/. Login to the service is done in the same way as for registration in section C.1 of this notice;
b) by mail by submitting the advance voting form available on the company’s website or equivalent information to Innovatics Oy at Innovatics Oy, General Meeting / Gofore Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland; or
c) by e-mail by submitting the advance voting form available on the company’s website or equivalent information to Innovatics Oy by e-mail at agm@innovatics.fi.
Advance votes must be received by the time the advance voting ends. The submission of votes in this way before the end of the registration and advance voting period shall be considered as registration for the General Meeting, provided that it contains the above information required for registration.
Shareholders who have voted in advance who wish to demand a vote at the Annual General Meeting or vote on a possible counterproposal under the Finnish Companies Act must participate in the Annual General Meeting at the meeting venue in person or by way of proxy representation.
With respect to nominee-registered shareholders, the advance voting is carried out by the account manager. The account manager may vote in advance on behalf of the holders of nominee-registered shares whom they represent in accordance with the voting instructions given by them during the registration period set for the nominee-registered shareholders.
Proposals for resolution that are subject to advance voting are deemed to have been made at the General Meeting without any changes.
5. Other instructions and information
The language used in the Annual General Meeting is Finnish.
Shareholders present at the General Meeting have the right to ask questions about the matters discussed at the meeting in accordance with Chapter 5, Section 25 of the Finnish Companies Act. Shareholders may also submit questions referred to in Chapter 5, Section 25 of the Finnish Companies Act on matters to be discussed at the meeting until 10 April 2026 preferably in connection with the electronic registration or alternatively by e-mail to InvestorRelations@gofore.com or by regular mail to Peltokatu 34, 33100 Tampere. The management of the company will answer such questions submitted in writing in advance at the General Meeting. When asking the question, the shareholder must provide sufficient evidence of their shareholding.
On the date of this Notice, 18 March 2026, Gofore Plc has a total of 16,241,423 shares entitling to an equal number of votes. On the date of this Notice, 18 March 2026, Gofore Plc holds a total of 79,931 treasury shares.
In Tampere on 18 March 2026
GOFORE PLC
BOARD OF DIRECTORS
Contacts
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Emmi Berlin, IR & PR Lead, +358400903260, emmi.berlin@gofore.com
About Gofore Oyj
Gofore is a European consultancy, technology, and solutions company. We are pioneers in combining the tangible and digital worlds, as well as technological opportunities with changes in human behavior. Our experts help our customers look beyond today’s immediate and obvious needs. We are building a safe, functioning, and a responsible society and industry with their products and services. Gofore consists of nearly 1,900 experts in business, AI adoption, transformation, and the design and development of products and digital services, operating across 26 cities in Finland, Germany, Austria, Liechtenstein, Czechia, Estonia, and Spain. Our net sales were 191.4 million euros in 2025. Gofore Plc’s share is listed on Nasdaq Helsinki.
