Innofactor Oyj - Decisions of general meeting

Decisions of the Innofactor Plc's Annual General Meeting

Innofactor Plc Stock Exchange Release March 27, 2012, at 13:45 Finnish time

The Annual General Meeting of Innofactor Plc on March 27, 2012, made the
following decisions: 

Adopting the accounts and the group's financial statement and the discharge
from liability of the Board members and the CEO 

The Annual General Meeting of Innofactor Plc on March 27, 2012, resolved to
adopt the accounts and the group's financial statement for the financial period
that ended on December 31, 2011, 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, 2011. 

Using the profit shown in the balance sheet and deciding on 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-December 31, 2011. 

Board of Directors' fees and electing the members

The General Meeting decided that the Chairman of the Board of Directors shall
be paid a fee totaling EUR 36,000 per year and the other members of the Board
of Directors shall be paid a fee totaling 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, 2012. 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 the members of the Board of
Directors shall be five and that no deputy members shall be elected. The
following persons were elected as members of the Board of Directors: Sami
Ensio, Juha Koponen, Pyry Lautsuo, Pekka Puolakka, and Jukka Mäkinen. 

Selecting the auditor and deciding on the auditor's fee

Ernst & Young Oy, an auditing firm authorized by the Central Chamber of
Commerce, was elected as the auditor for the company. Ernst & Young Oy has
informed that it will appoint Juha Hilmola, 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 the Board of Directors to decide on share issue as well as on the
issuance of other special rights entitling to shares 

The Annual General Meeting decided to authorize the Board of Directors to
decide on issuing new shares and/or conveying the company's own shares held by
the company and/or granting special rights entitling to shares pursuant to
Chapter 10, Section 1 of the Finnish Companies Act in accordance with the
proposal of the Board of Directors. 

According to its published strategy, the Innofactor group aims at growing both
organically and through acquisitions. Acquisitions may also be paid by using
the company's own shares. 

According to the decision made by the Annual General Meeting on April 28, 2011,
the Board of Directors has an authorization, valid until December 31, 2012, to
decide on a share issue of a maximum of 3,000,000 new shares and/or to grant
special rights, which give the right to subscribe shares ("Current
Authorization"). The new shares and/or special rights included in the Current
Authorization may be granted in one or several parts. The Current Authorization
includes the right to grant shares or special rights entitling to shares in a
directed issue, that is, to deviate from the shareholders' pre-emptive
subscription rights on the basis of the prerequisites specified in the
Companies Act. The Companies Act requires that the company has an important
financial reason for the directed issue, such as managing the company's
capital, financing or implementing acquisitions or other business arrangements,
implementing incentive systems targeted at the company's personnel, or other
important financial reason for the company specified by the Board of Directors.
In its stock exchange release on January 2, 2012, the Board of Directors
announced its decision, based on the authorization granted to it by the Annual
General Meeting, concerning a new share-based incentive plan for all of the
group's personnel in order to commit the personnel to the company and its
goals. In its stock exchange release on March 19, 2012, the Board of Directors
announced that a total of 904,100 shares were subscribed by the Personnel,
leaving a total of 2,095,900 shares to the Current Authorization. 

In addition to the Current Authorization, the Annual General Meeting decided to
authorize the Board of Directors to decide 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 ("New 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 New 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 New 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 New 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 New Authorization cannot be used in implementing
the incentive systems aimed at the company's personnel nor at the Chief
Executive Officer. 

The New 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 New Authorization shall be
valid until June 30, 2013. The New Authorization shall not cancel the Current
Authorization. 

The Board of Directors was authorized to decide on all other matters related to
the New Authorization. 

Other

37.26 percent of the company's share capital and votes were present in the
General Meeting. The decisions of the General Meeting followed the Board of
Directors' propositions/proposals and were made unanimously. 

The minutes of the Annual General Meeting will be available on Innofactor Plc's
web site at www.innofactor.com/investors as of April 10, 2012. 

Espoo, March 27, 2012

INNOFACTOR PLC

Board of Directors

Additional information:

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




Distribution:

NASDAQ OMX Helsinki
Main media
www.innofactor.com