Notice to the Extraordinary General Meeting of Innofactor Plc

31.07.2012 00:00

Notice to the Extraordinary General Meeting of Innofactor Plc

Innofactor Plc Stock Exchange Release July 31, 2012 at 8.35 Finnish time

The shareholders of Innofactor Plc are invited to the Extraordinary General Meeting to be held on Monday, August 27, 2012, at 10:00 in the premises of Innofactor, Keilaranta 19, 02150 Espoo. The reception of persons who have registered for the meeting and distribution of voting slips will commence at 9:30 am at the meeting location.

A. Matters on the agenda of the General Meeting

1. Opening of the meeting

2. Calling the meeting to order

3. Electing persons to scrutinize the minutes and to supervise the counting of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Renewing the authorization of the Board of Directors to decide on the granting of new shares or on the granting of special rights, which give the right to subscribe shares until June 30, 2014.

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. As agreed in an agreement signed on June 25, 2012 Innofactor acquired the entire share capital of Danish Bridgeconsulting A/S. The rest of the acquisition price will be paid with Innofactor Plc’s shares during second half of 2013. The effectual authorization of Board of Directors to grant new shares will expire before this.

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 ("April 28, 2011 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 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.

According to the decision made by the Annual General Meeting on March 27, 2012, the Innofactor Board of Directors has an authorization, valid until June 30, 2013, 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 ("March 27, 2012 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 March 27, 2012 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 March 27, 2012 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 March 27, 2012 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 March 27, 2012 Authorization cannot be used in implementing the incentive systems aimed at the company's personnel nor at the Chief Executive Officer.

The March 27, 2012 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 Board of directors will decide upon all other issues related to March 27, 2012 Authorization. The March 27, 2012 Authorization shall be valid until June 30, 2013.

The Board of Directors proposes that the March 27, 2012 Authorization is renewed until June 30, 2014.

7. Authorizing the Board of Directors to acquire own shares

The Board of Directors proposes that the Extraordinary General Meeting grants the Board an authorization to decide on acquisition of own shares with following presumptions:

The Extraordinary General Meeting authorizes the Board of Directors to decide on granting of a maximum of 3,000,000 shares and transferring of a maximum of 1,000,000 company shares in the company's possession, in one or several parts with the company’s own capital. The Board of Directors proposes that the authorization entitles the Board to deviate from the shareholders' proportional shareholdings (directed acquisition). Shares will be acquired on the Nasdaq OMX Helsinki Ltd with the public trading on the market. 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.

The shares may be used 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 or as part of the incentive compensation plan, or to be otherwise invalidated or conveyed. In connection with the share repurchase ordinary derivative, stock lending, and other agreements may be made in the market in accordance with the laws and regulations.

The authorization is proposed to include the Board of Directors to decide on all other matters related to the acquisition of shares. The authorization would be valid until June 30, 2014.

8. Closing the meeting

B. Documents of the General Meeting

The above mentioned decision proposal, listed in the agenda of the Extraordinary General Meeting, and this notice to the meeting are available on Innofactor Plc's web site at www.innofactor.com. The decision proposal and other above mentioned documents will also be available at the General Meeting. The minutes of the General Meeting will be available on the said web site within two weeks of the meeting.

C. Instructions for the participants of the General Meeting

1. Shareholder registered in the shareholders' register

Each shareholder, who is registered in the shareholders' register of the company, held by Euroclear Finland Ltd., by Wednesday, August 15, 2012, has the right to attend the General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders' register of the company.

A shareholder, who is registered in the shareholders' register of the company and who wants to attend the General Meeting, shall register for the meeting no later than on Wednesday, August 22, 2012, at 10:00 am at which time the registration must have been received.

Registration to the General Meeting can be done:

a) by email: yhtiokokous@innofactor.fi

b) by telephone: +358 40 7422 534 (Anneli Saarikoski/until August 10) and from August 13 on +358 50 575 6120 (CEO's assistant Tuija Österberg), Monday–Friday at 10 am–4 pm

c) by fax: +358 10 272 9001 or

d) by mail: Innofactor Plc, General Meeting, Keilaranta 19, 02150 Espoo

In connection with the registration, a shareholder shall state his/her name, personal identification number/company number, address, telephone number, and the name of a possible assistant or proxy representative and the personal identification number of the assistant or proxy representative.

The personal information given to Innofactor Plc is used only in connection with the General Meeting and the processing of the necessary registrations related to it.

At the location of the meeting, the shareholder or his/her assistant or proxy representative shall be able to present proof of identification and/or right to represent, if necessary.

2. Holders of nominee registered shares

Holder of nominee registered shares shall have the right to attend the General Meeting on the basis of those shares, which would give him/her the right to be registered in the shareholders' register, maintained by Euroclear Finland Ltd., on August 15, 2012. Attending the meeting also requires that these shareholder's shares are temporarily registered in the shareholders' register, maintained by Euroclear Finland Ltd., on August 22, 2012, at 10:00 am at the latest. For nominee registered shares, this is considered as registration for the General Meeting.

A holder of nominee registered shares is advised to request without delay the necessary instructions regarding the temporary registration in the shareholders' register of the company, the issuing of proxy documents and the registration for the General Meeting from his/her custodian bank. The account management organization of the custodian bank shall register a holder of nominee registered shares, who wants to attend the General Meeting, to be temporarily entered into the shareholders’ register of the company at the latest on the date specified above.

Additional information on the subject is available on the company's web site at www.innofactor.com.

3. Proxy representatives and powers of attorney

A shareholder may attend the General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting. When a shareholder attends the General Meeting by means of several proxy representatives representing the shareholder with shares on different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.

Possible proxy documents should be delivered in originals to "Innofactor Plc, General Meeting, Keilaranta 19, 02150 Espoo" before the end of the registration period.

4. Other instructions and information

Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the meeting.

On the date of this notice of the meeting, July 31, 2012, Innofactor Plc has a total of 30,165,900 shares of one type and representing an equal amount of votes.

We welcome the shareholders to the Extraordinary General Meeting.

Espoo, July 31, 2012

INNOFACTOR PLC

Board of Directors