Innofactor Oyj - Decisions of extraordinary general meeting

Decisions of the Innofactor Plc’s Extraordinary General Meeting

Innofactor Plc Stock Exchange Release September 17, 2013, at 10:45 Finnish time


The Extraordinary General Meeting of Innofactor Plc on September 17, 2013, made
the following decisions: 


Authorizing of the Board of Directors to decide on the acquisition of own shares

The Extraordinary General Meeting accepted the Board of Directors' proposal to
grant the Board authorization to decide on acquisition of own shares with
following presumptions: 

The Extraordinary General Meeting authorized the Board of Directors to decide
on granting 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). Shares will be acquired from the sellers of atBusiness
according to the agreement and/or on 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 March 17, 2015. 

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


Authorization for the Board of Directors to grant new shares and  special
rights entitling to new shares 

As agreed in an agreement signed on June 6, 2013, Innofactor acquired the
entire share capital of Finnish atBusiness Oy. The second part of the
acquisition price will be paid partly with Innofactor Plc's shares during 2014. 

Innofactor has the right, but not the obligation, to buy back about 4.7 million
new shares from the sellers of atBusiness at the subscription price, EUR 0.6739
per share, before December 31, 2013, and at a 3 percent higher share price, EUR
0.6941, before March 31, 2014. One alternative for financing this option is to
utilize totally or partly the granting of new shares or special rights
entitling to new shares. 

The Extraordinary General Meeting accepted the Board of Directors' proposal  to
authorize the Board to decide on granting a maximum 15,000,000 shares and a
maximum of 1,000,000 of the company's own shares in one or several parts. The
new shares and/or special rights included in the Current Authorization may be
granted in one or several parts. However, the total number of shares shall not
exceed 45,000,000 (Innofactor currently has a total of 35,144,179 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 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 authorization entitles the Board to deviate from the 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 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. 

This authorization will be valid until June 30, 2015.

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

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


Other

27,80 percent of the Company's share capital and votes were present in the
General Meeting.  The decisions of the meeting were made unanimously according
to the proposals of the Board of Directors. 

The minutes of the Extraordinary General Meeting will be available on
Innofactor Plc's web site at www.innofactor.com/investors as of October 1,
2013. 



Espoo, September 17, 2013

INNOFACTOR PLC

Board of Directors



Further information:

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


Distribution:

NASDAQ OMX Helsinki
Principal media
www.innofactor.com



Innofactor is one of the leading software providers focused on Microsoft
solutions in the Nordic Countries. Innofactor delivers to its customers IT
projects as a system integrator and develops its own software products and
services. The focus area in Innofactor's own product development is Microsoft
Azure-based cloud solutions. Innofactor's customers include over 1,000
commercial and public sector organizations in Finland, Denmark and elsewhere in
Europe. In its operation, Innofactor strives for long-term customer
relationships. Innofactor has about 400 motivated and skilled employees in
several locations in Finland, Denmark and Russia. The five year (2008 to 2012)
growth of Innofactor's net sales has been about 35 percent annually. Innofactor
is the fastest growing technology company in the Finnish stock exchange. The
Innofactor Plc share is listed in the technology section of the main list of
NASDAQ OMX Helsinki Oy.