Innofactor Oyj - Notice to general meeting

Innofactor Plc Notice of the Annual General Meeting

Innofactor Plc Stock Exchange Release April 5, 2011, at 18:25 Finnish time



The shareholders of InnofactorPlc are invited to the Annual General Meeting to
be held on Thursday, April 28, 2011, at 10:00 in the conference room of
Radisson Blu Seaside Hotel at Ruoholahdenranta 3, 00180 Helsinki. The reception
of persons who have registered for the meeting and distribution of voting slips
will commence at 9:30 a.m. 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 2010. 

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 

At the end of the financial period of 2010, the distributable assets of
InnofactorPlc are EUR 14,629,135.92. The Board of Directors proposes that
InnofactorPlc should not pay any dividend for the financial period of January
1-December 31, 2010. 


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 members of the Board of Directors
shall be paid a monthly fee with the Chairman's fees totaling EUR 36,000 per
year and the other members' fees totaling EUR 24,000 per year. No separate fees
for meetings shall be paid. Half of the fee (50%) shall be paid 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, 2011.
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 the company's 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 four (4) and that no deputy members be selected. 

Shareholders who represent over half of all the shares and votes have informed
the Board of Directors that they second the motion. 


12. Selecting the members of the Board of Directors

The Board of Directors proposes that the following person be selected to the
Board of Directors: Sami Ensio, Juha Koponen, Pyry Lautsuo, and Pekka Puolakka. 

Shareholders who represent over half of all the shares and votes have informed
the Board of Directors that they second the motion. 


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. 


15. The proposal of the Board of Directors for consolidation of shares in
accordance with the Chapter 15, Section 9 of the Finnish Companies Act and for
the related redemption of shares otherwise than in proportion to the numbers of
shares owned by the shareholders 

The Board of Directors proposes to the General Meeting that the company's
number of shares be decreased without lowering the share capital by
consolidating twenty (20) old shares to one (1) new share in the intention
decreed in the Chapter 15, Section 9 of the Finnish Companies act and by
complying with the procedures of the provision. Before the share consolidation,
the company will void its own shares in its possession in such a manner that
the total number of shares will be 585,236,000 and after consolidation, the
total number of shares would be 29,261,800. The purpose of the share
consolidation is to improve the reliability of share price formation. Thus, the
Board of Directors considers that the company has an important financial reason
for the share consolidation and the related redemption of shares, as required
by the Finnish Companies Act. 

The consolidation is proposed to be done as follows: The company will redeem
from each shareholder a number of shares determined on the basis of a
redemption ratio of 20/1. In other words, for every 20 shares, 19 shares will
be redeemed. For every shareholder who has a number of shares that is not
divisible by 20 on the date of consolidation, the number of shares to be
redeemed would be rounded up to the nearest divisible number, if necessary
("rounding"). The number of shares will be estimated separately for each
book-entry account. 

The redemption would be done without remuneration, except for the remuneration
paid on the basis of rounding as described in the Chapter 15, Section 9 of the
Finnish Companies Act. The redemption would be done in a manner other than in
proportion to the numbers of shares owned by the shareholders, as described in
the above-mentioned provision. The shares redeemed in relation to the
consolidation will be voided, except for the extra shares redeemed on the basis
of rounding, which will be collected together and sold. 

After the consolidation, the company would sell without delay the shares
combined from the extra shares redeemed on the basis of the above-mentioned
rounding in public trading, as defined in the Chapter 1, Section 3 of the
Finnish Securities Markets Act, on behalf of the above-mentioned shareholders. 

The funds received from selling these shares would be paid to the shareholders
in relation to the differences obtained by subtracting from the number of
shares redeemed from each shareholder the number that would have been redeemed,
if no rounding had been done. Interest will be paid for the funds for the
period between the redemption and the payment on the basis of the valid
reference rate as defined in the Section 12 of the Finnish Interest Act. 

The balancing date of the consolidation, which would also determine the right
to the funds from the selling of shares based on rounding, would be Friday, May
6, 2011. The redeemed shares would be voided, except for the shares
consolidated from the extra shares redeemed due to rounding, and the new
consolidated number of shares would be registered in the Trade Register on
Saturday, May 7, 2011. The implementation of the share consolidation and the
related rounding would be visible on the shareholders' book-entry accounts and
the trading on the consolidated shares would begin on Monday, May 9, 2011,
after the implementation of the consolidation. The funds from selling the
shares based on rounding would be paid to the shareholders on Friday, May 13,
2011, assuming that all shares can be sold at the same day. In other case, the
payment of the fractions would take place on the day after the final trade. 

If the proposal for share consolidation is approved, the authorization given by
the Extraordinary General Meeting of June 18, 2009, to the Board of Directors,
authorizing it to decide on a share issue and granting of special rights
entitling to shares, will be changed as regards the number of shares, so that
the authorization will be for a maximum of 3,000,000 shares. If the proposal for share consolidation is approved, the authorization given by
the Extraordinary General Meeting of December 27, 2010, to the Board of
Directors, authorizing it to repurchase the company's shares, will be changed
as regards the number of shares, so that the authorization will be for a
maximum of 2,500,000 shares. 

If the arrangement is realized, it will not require any actions on the part of
the shareholders. 

Shareholders who represent over half of all the shares and votes have informed
the Board of Directors that they second the motion. 


16. Closing the meeting



B. Documents of the General Meeting

The proposals of the Board of Directors listed on the agenda of the General
Meeting as well as this notice are available on Innofactor Plc's web site at
www.innofactor.com. The Innofactor Plc's annual accounts, annual report and
auditor's report have been available on the company's web site as of March 16,
2011. The Board of Directors' proposals and other documents mentioned above are
also available at the General Meeting and copies of them and of this notice
will be sent to shareholders requesting them. The minutes of the General
Meeting will be available on the company's web site as of May 5, 2011. 



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 April 14, 2011, 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 April 21, 2011, at 10:00 a.m. 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 a.m.-4 p.m. 

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 April 14, 2011. Attending the meeting also requires that these shareholder's
shares are temporarily registered in the shareholders' register, maintained by
Euroclear Finland Ltd., on April 21, 2011, at 10:00 a.m. 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, April 5, 2011, InnofactorPlc has a
total of 585,236,987 shares of one type and representing an equal amount of
votes. 

We welcome the shareholders to the Annual General Meeting.



Espoo, April 5, 2011

INNOFACTOR PLC

Board of Directors



Additional information:

Sami Ensio
CEO
Innofactor Plc
Tel. +358 (0) 50 584 2029
sami.ensio@innofactor.com


Distribution:

NASDAQ OMX Helsinki
Main media
www.innofactor.com