Innofactor Oyj - Decisions of general meeting

Decisions of the Innofactor Plc's Annual General Meeting

Innofactor Plc Stock Exchange Release March 29, 2016, at 11:00 Finnish time



The Annual General Meeting of Innofactor Plc on March 29, 2016, has made the
following decisions: 

Adopting the accounts and the group's financial statement and granting the
members of the Board of Directors and the Chief Executive Officer discharge
from liability 

The Annual General Meeting of Innofactor Plc held on March 29, 2016, resolved
to adopt the accounts and the group's financial statement for the financial
period that ended on December 31, 2015, 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, 2015. 

Deciding on the use of the profit shown on the balance sheet and 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 to
December 31, 2015. 

Board of Directors' fees and member selection

The General Meeting decided that the Chairman of the Board of Directors shall
be paid a fee totalling EUR 48,000 per year and the other members of the Board
of Directors shall be paid a fee totalling 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, 2016. 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. 

The General Meeting decided that the number of Board members is five. It was
decided that the following members of the Board of Directors were re-elected:
Mr. Sami Ensio, Mr. Jukka Mäkinen, Mr. Ilari Nurmi, Mr. Ari Rahkonen and Mr.
Pekka Puolakka. 

Election and fee of the auditor

PricewaterhouseCoopers Oy, an auditing firm authorized by the Central Chamber
of Commerce, was elected as the auditor for the company. PricewaterhouseCoopers
Oy has stated that it will appoint Mr. Samuli Perälä, 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 of the Board of Directors to decide on the acquisition of own shares

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

The 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). 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 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 is
valid until June 30, 2017. 

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

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

The General Meeting accepted the Board of Directors’ proposal to grant the
Board authorization to decide on share issue as well as to grant option rights
and other special rights entitling to shares with the following presumptions: 

The General Meeting accepted the Board of Directors’ proposal to authorize the
Board to decide on issuance of a maximum of 15,000,000 shares and 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 33,453,737 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 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. 

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

This authorization is valid until June 30, 2017.

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

Other

34.35 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 Annual General Meeting will be available on Innofactor Plc's
web site at www.innofactor.com/investors as of April 12, 2016, at the latest. 




Espoo, March 29, 2016

INNOFACTOR PLC

Board of Directors


Additional 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 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. The focus area in Innofactor’s own product development
is Microsoft’s cloud solutions. Innofactor's customers include over 1,200
private and public sector organizations in the Nordic Countries. The company
has over 500 motivated and skilled employees in a number of locations in
Finland, Sweden and Denmark. In 2011–2015, the annual growth of Innofactor’s
net sales has been approximately 35%. Microsoft named Innofactor Plc as the
Finnish Partner of the Year in 2015. Innofactor was also selected into the
Microsoft’s international finals in two categories. The Innofactor Plc share is
listed in the technology section of the main list of NASDAQ OMX Helsinki Oy.
www.innofactor.com