Innofactor Oyj - Notice to general meeting

NOTICE OF THE ANNUAL GENERAL MEETING OF INNOFACTOR PLC

Innofactor Plc Stock Exchange Release February 24, 2015, at 08:35 Finnish time



The shareholders of Innofactor Plc are invited to the Annual General Meeting to
be held on Tuesday, March 24, 2015, at 9:00 AM at Innofactor Plc's office,
Keilaranta 9, Espoo, Finland. The reception of persons who have registered for
the meeting and distribution of voting slips will commence at 8:30 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. Presenting the annual accounts, the report of the Board of Directors and the
auditor's report for the year 2014 

Presenting the CEO's report

7. Adopting the annual accounts

8. Deciding on the use of the profit shown on the balance sheet and the payment
of dividend 

The Board of Directors proposes that Innofactor Plc should not pay any dividend
for the financial period of January 1 to December 31, 2014. 

9. Deciding on the discharge of the members of the Board of Directors and the
CEO from liability 

10. Deciding on the remuneration of the members of the Board of Directors

The Board of Directors proposes that the Chairman of the Board of Directors
shall be paid a fee totaling EUR 48,000 per year (previously EUR 36,000) and
the other members of the Board of Directors shall be paid a fee totaling EUR
24,000 per year (same as before). 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, 2015. In case shares will not
be acquired due to a reason arising from the company or the Board member, the
entire fee will be paid in cash. 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. 

11. Deciding on the number of members of the Board of Directors

The Board of Directors proposes that the number of the members of the Board of
Directors be confirmed to six (6). 

12. Selecting the members of the Board of Directors

The Board of Directors proposes that of the current members of the Board of
Directors Mr. Sami Ensio, Mr. Jukka Mäkinen, Mr. Ilari Nurmi and Mr. J.T
Bergqvist be re-elected and that Mr. Ari Rahkonen and Mr. Pekka Puolakka be
elected as new members. 

13. Deciding on the auditor's fee

The Board of Directors proposes that the auditor's fee be paid according to a
reasonable invoice. 

14. Selecting the auditor

The Board of Directors proposes that Ernst & Young Oy, Authorised Public
Accounting Firm, be selected as the auditor. Ernst & Young Oy has stated that
it will appoint Juha Hilmola, Authorized Public Accountant, as the auditor with
principal responsibility. 

15. Authorization to decide on acquisition of own shares

The Board of Directors proposes the General Meeting to authorize the Board to
decide on acquisition of own shares with following presumptions: 

The General Meeting authorizes the Board of Directors to decide on acquisition
of a maximum of 8,000,000 shares 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). Own shares can be acquired at a price formed in public trading on
the date of the acquisition or at a price otherwise formed 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 in making a payment for an acquisition, or when the
company buys property related to its business operations, to develop the
capital structure, to widen the ownership base, 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, 2016.

This authorization shall replace all earlier authorizations of the Board of
Directors pertaining to the acquisition of own shares. 

16. Authorization to decide on share issue as well as to grant option rights
and other special rights entitling to shares 

The Board of Directors proposes the General Meeting to authorize the Board to
decide on issuance of a maximum of 15,000,000 shares and granting of a maximum
of 1,000,000 of the company's own shares in one or several parts. However, the
total number of shares shall not exceed 45,000,000 (Innofactor currently has a
total of 32 153 737 shares). 

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 authorization also gives the Board of Directors the right to grant option
rights and special rights—as defined in 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 Board of Directors proposes that the authorization entitles the Board 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 authorization could be used,
for example, to develop the capital structure, to widen the ownership base, in
making a payment for an acquisition, when the company buys property related to
its business operations, or incentive or reward program for employees and
management at Innofactor group. New issue or transfer of own shares could also
be used as a contribution in kind or when using the set-off right. 

In addition, the Board of Directors proposes that the authorization include
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 Chapter 15, Section 11, subsection 1 of the
Companies Act. 

The Board of Directors will decide on all other matters related to the
authorization. 

This authorization would be valid until June 30, 2016.

This authorization shall replace all earlier authorizations of the Board of
Directors related to issuance of shares and granting of the company's own
shares. 

17. Closing the meeting



B. Documents of the General Meeting

This notice to the meeting is available on Innofactor Plc's web site at
www.innofactor.com. Innofactor Plc's annual accounts, the report of the Board
of Directors and auditing report will be available on the said web site on
March 2, 2015, at the latest. The 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 Thursday March 12, 2015, 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, March 18,
2015, 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 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 9, 02150 Espoo, Finland.

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 representative, assistant or proxy representative and
the personal identification number of the representative 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 representative or
proxy representative shall be able to present proof of identity 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 March 12, 2015. Attending the meeting also requires that these shareholder's
shares are temporarily registered in the shareholders' register, maintained by
Euroclear Finland Ltd., on March 17, 2015, 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
manager 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 and time
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 9, 02150 Espoo, Finland" 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, February 24, 2015, Innofactor Plc
has a total of 32,153,737 shares of one type and representing an equal amount
of votes. 

We welcome the shareholders to the Annual General Meeting.



Espoo, February 24, 2015

INNOFACTOR PLC

Board of Directors



Additional information:

CEO Sami Ensio, Innofactor Plc
Tel. +358 50 584 2029
sami.ensio@innofactor.com



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



Innofactor is one of the leading Nordic IT solution providers focused on
Microsoft platforms. Innofactor delivers business critical solutions and
maintenance services as a system integrator and develops its own software
products and services. Innofactor's own product development is focused on
Microsoft's Windows Azure based cloud solutions. Innofactor's customers include
about 1,000 private and public sector organizations in Finland, Denmark, Sweden
and elsewhere in Europe. The company has about 400 motivated and skilled
employees in a number of locations in Finland, Denmark, and Sweden. From 2010
to 2014, Innofactor's annual net sales growth has been 45 percent on average.
Leading Finnish business publication Kauppalehti selected Innofactor as the
most successful company on the Finnish stock exchange in 2013. The Innofactor
Plc share is listed in the technology section of the main list of NASDAQ OMX
Helsinki Oy.