Decisions of the Innofactor Plc's Extraordinary General Meeting

27.08.2012 00:00

Innofactor Plc Stock Exchange Release August 27, 2012, at 10:30 Finnish time

The Extraordinary General Meeting of Innofactor Plc on August 27, 2012, made the following decisions:

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.

The General Meeting accepted the Board of Directors' proposal to renew the March 27, 2012 Authorization until June 30, 2014.

According to the decision the Innofactor Board of Directors has an authorization, valid until June 30, 2014, 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.

Authorizing the Board of Directors to acquire own shares

The General Meeting accepted the Board of Directors' proposal to grant 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 acquiring of a maximum of 3,000,000 shares in one or several parts with the company’s own capital. 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 includes the right of 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.

INNOFACTOR PLC

Board of Directors

Further information:

Sami Ensio, CEO
Innofactor Plc
Tel. +358 50 584 2029

Distribution:

NASDAQ OMX Helsinki
Main media
www.innofactor.com