Innofactor Oyj - Decisions of extraordinary general meeting

Decisions of the Innofactor Plc’s Extraordinary General Meeting

Innofactor Plc Stock Exchange Release August 27, 2012, at 10:30 Finnish time



The Extraordinary General Meeting of Innofactor Plc on August 27, 2012, made
the following decisions: 

Renewing the authorization of the Board of Directors to decide on the granting
of new shares or on the granting of special rights, which give the right to
subscribe shares until June 30, 2014. 

The General Meeting accepted the Board of Directors' proposal to renew the
March 27, 2012 Authorization until June 30, 2014. 

According to the decision the Innofactor Board of Directors has an
authorization, valid until June 30, 2014, 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 ("March 27, 2012 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 March 27, 2012
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 March 27, 2012 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 March 27,
2012 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 March 27, 2012 Authorization cannot be used in
implementing the incentive systems aimed at the company's personnel nor at the
Chief Executive Officer. The March 27, 2012 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 upon all other issues related to March 27,
2012 Authorization. 

Authorizing the Board of Directors to acquire own shares

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

The Extraordinary General Meeting authorizes the Board of Directors to decide
on acquiring of a maximum of 3,000,000 shares in one or several parts with the
company's own capital. The authorization entitles the Board to deviate from the
shareholders' proportional shareholdings (directed acquisition). Shares will be
acquired on the 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 includes the right of the Board of Directors to decide on all
other matters related to the acquisition of shares. The authorization would be
valid until June 30, 2014. 



INNOFACTOR PLC

Board of Directors




Further information:

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





Distribution:

NASDAQ OMX Helsinki
Main media
www.innofactor.com