Decisions of the Innofactor Plc's Annual General Meeting
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27.03.2012 00:00
Innofactor Plc Stock Exchange Release March 27, 2012, at 13:45 Finnish time
The Annual General Meeting of Innofactor Plc on March 27, 2012, made the following decisions:
Adopting the accounts and the group's financial statement and the discharge from liability of the Board members and the CEO
The Annual General Meeting of Innofactor Plc on March 27, 2012, resolved to adopt the accounts and the group's financial statement for the financial period that ended on December 31, 2011, and granted the members of the Board of Directors and the Chief Executive Officer discharge from liability for the financial period that ended on December 31, 2011.
Using the profit shown in the balance sheet and deciding on the payment of dividend
The General Meeting decided, in accordance with the proposal of the Board of Directors, that no dividend will be paid for the financial period January 1–December 31, 2011.
Board of Directors' fees and electing the members
The General Meeting decided that the Chairman of the Board of Directors shall be paid a fee totaling EUR 36,000 per year and the other members of the Board of Directors shall be paid a fee totaling EUR 24,000 per year. No separate fees for meetings shall be paid. Half of the fee (50%) shall be paid monthly in cash and the other half (50%) as shares of Innofactor Plc. The shares shall be handed over to the members of the Board of Directors and, if necessary, shall be acquired from public trading directly on behalf of the members within two weeks of publishing the interim report of Innofactor Plc for January 1–March 31, 2012. Innofactor Plc requires the members of the Board of Directors to keep the shares, which they have received as part of the fees, for the duration of their membership in the Board of Directors.
The General Meeting decided that the number of the members of the Board of Directors shall be five and that no deputy members shall be elected. The following persons were elected as members of the Board of Directors: Sami Ensio, Juha Koponen, Pyry Lautsuo, Pekka Puolakka, and Jukka Mäkinen.
Selecting the auditor and deciding on the auditor's fee
Ernst & Young Oy, an auditing firm authorized by the Central Chamber of Commerce, was elected as the auditor for the company. Ernst & Young Oy has informed that it will appoint Juha Hilmola, Authorized Public Accountant, as the auditor with principal responsibility. It was decided that the auditing fee shall be paid according to a reasonable invoice.
Authorizing the Board of Directors to decide on share issue as well as on the issuance of other special rights entitling to shares
The Annual General Meeting decided to authorize the Board of Directors to decide on issuing new shares and/or conveying the company's own shares held by the company and/or granting special rights entitling to shares pursuant to Chapter 10, Section 1 of the Finnish Companies Act in accordance with the proposal of the Board of Directors.
According to its published strategy, the Innofactor group aims at growing both organically and through acquisitions. Acquisitions may also be paid by using the company's own shares.
According to the decision made by the Annual General Meeting on April 28, 2011, the Board of Directors has an authorization, valid until December 31, 2012, to decide on a share issue of a maximum of 3,000,000 new shares and/or to grant special rights, which give the right to subscribe shares ("Current Authorization"). The new shares and/or special rights included in the Current Authorization may be granted in one or several parts. The Current Authorization includes the right to grant shares or special rights entitling to shares in a directed issue, that is, to deviate from the shareholders' pre-emptive subscription rights on the basis of the prerequisites specified in the Companies Act. The Companies Act requires that the company has an important financial reason for the directed issue, such as managing the company's capital, financing or implementing acquisitions or other business arrangements, implementing incentive systems targeted at the company's personnel, or other important financial reason for the company specified by the Board of Directors. In its stock exchange release on January 2, 2012, the Board of Directors announced its decision, based on the authorization granted to it by the Annual General Meeting, concerning a new share-based incentive plan for all of the group's personnel in order to commit the personnel to the company and its goals. In its stock exchange release on March 19, 2012, the Board of Directors announced that a total of 904,100 shares were subscribed by the Personnel, leaving a total of 2,095,900 shares to the Current Authorization.
In addition to the Current Authorization, the Annual General Meeting decided to authorize the Board of Directors to decide on granting of a maximum of 8,000,000 shares and transferring of a maximum of 1,000,000 company shares in the company's possession, in one or several parts ("New Authorization").
The shares could be issued either against a payment or for free on the basis of conditions set by the Board of Directors and, for the part of an issue against payment, at the price defined by the Board of Directors.
The New Authorization also gives the Board of Directors the right to grant special rights—as defined in the Chapter 10, Section 1 of the Companies Act—which entitle, against payment, to new shares or company shares in the company's possession. A right may also be given to a creditor in such manner that the right includes a condition that the creditor's receivable is used to set off the subscription price (convertible loan). The subscription price of the new shares and the amount paid for the company's own shares will be added to the fund for invested unrestricted equity.
The New Authorization includes a right to deviate from the pre-emptive subscription rights of the existing shareholders, provided that the company has an important financial reason to do so, as regards the issue against payment, and that there is an especially important reason for the company and the good of the shareholders to do so, as regards the free issue. Within the limits set above, the New Authorization could be used, for example, to develop the capital structure, to widen the ownership base, in making a payment for an acquisition, or when the company buys property related to its business operations. New issue or transfer of own shares could also be used as a contribution in kind or when using the set-off right. The New Authorization cannot be used in implementing the incentive systems aimed at the company's personnel nor at the Chief Executive Officer.
The New Authorization includes also the right to decide on a free share issue to the company itself in such a manner that, after the issue, the number of shares in the company's possession is at the maximum one tenth (1/10) of the total number of shares in the company. This number includes the shares in the possession of the company or its subsidiaries as defined in the Chapter 15, Section 11 , subsection 1 of the Companies Act. The New Authorization shall be valid until June 30, 2013. The New Authorization shall not cancel the Current Authorization.
The Board of Directors was authorized to decide on all other matters related to the New Authorization.
Other
37.26 percent of the company's share capital and votes were present in the General Meeting. The decisions of the General Meeting followed the Board of Directors' propositions/proposals and were made unanimously.
The minutes of the Annual General Meeting will be available on Innofactor Plc's web site at www.innofactor.com/investors as of April 10, 2012.
Espoo, March 27, 2012
INNOFACTOR PLC
Board of Directors
Additional information:
Sami Ensio
CEO
Innofactor Plc
Tel. +358 50 584 2029
Distribution:
NASDAQ OMX Helsinki
Main media
www.innofactor.com