Innofactor Plc share consolidation

01.03.2011 00:00

Innofactor Plc Stock Exchange Release 1 March 2011 at 13:45 Finnish time

At a meeting held on 28 February 2011, the Board of Directors of Innofactor Plc decided to prepare for a General Meeting of Innofactor Plc an arrangement under which the number of Innofactor Plc shares outstanding is reduced without reducing the company’s share capital. This share consolidation will result in the combination of at least 20 and no more than 100 Innofactor Plc shares into a new share (reverse-split ratio).

In preparing the arrangement, the following alternatives are being investigated: (i) an alternative under which the shares necessary to allow share consolidation to take place will be allocated to individual shareholders by the company’s largest shareholders, and/ or by Innofactor Plc, at no charge, (ii) an alternative in which the shares on each account that cannot be divided by the reverse-split ratio are sold on the OMX Nasdaq Helsinki Stock Exchange with the resulting sales proceeds being delivered to the holders of the related accounts.

The arrangement is being prepared on the basis that a General Meeting of Innofactor Plc will be asked to authorise the Innofactor Plc Board of Directors (i) to decide on the reverse-split ratio, (ii) to decide on the record date and the share consolidation date, (iii) within the limits of an earlier authorisation, to acquire and cancel the company’s own shares so that the number of shares outstanding can be divided by the reverse-split ratio, (iv) to decide on actions to be taken regarding shares registered on the administrative registers, and (v) to decide on any other actions that are required to complete the share consolidation. The Board of Directors will propose that any authorisation granted by the Innofactor Plc General Meeting be valid until 30 June 2011.

The aim of the arrangement is to improve reliability in market price formation for Innofactor Plc shares.

Implementation of the arrangement requires approval by a General Meeting of Innofactor Plc. Individual shareholders who together possess more than 50% of the shares and votes in Innofactor Plc have indicated that they will support the proposed arrangement.

Implementation of the arrangement will not require any action by individual shareholders.

Espoo, 1 March 2011

INNOFACTOR PLC
BOARD OF DIRECTORS

Additional information:
Sami Ensio, CEO, Innofactor Plc
Tel. +358 (0) 50 584 2029
sami.ensio@innofactor.com

Distribution:
NASDAQ OMX Helsinki
Main media
www.innofactor.com