Innofactor Oyj - Decisions of general meeting

Decisions of the Innofactor Plc's Annual General Meeting

Innofactor Plc Stock Exchange Release April 28, 2011, at 12:10 Finnish time



The Annual General Meeting of Innofactor Plc on April 28, 2011, 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 April 28, 2011, resolved to
adopt the accounts and the group's financial statement for the financial period
that ended on December 31, 2010, 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, 2010. 

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, 2010. 

Board of Directors' fees and electing the members

The General Meeting decided 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. 

The General Meeting decided that the number of the members of the Board of
Directors shall be four and that no deputy members shall be elected. The
following were elected as members of the Board of Directors: Sami Ensio, Juha
Koponen, Pyry Lautsuo, and Pekka Puolakka. 

Selecting the auditor and deciding on the auditor's fee

Ernst & Young Oy, an auditing firm authorised by the Central Chamber of
Commerce, was elected as the auditor for the company. It was decided that the
auditing fee shall be paid according to a reasonable invoice. 

The decision 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 General Meeting accepted the Board of Directors' proposal to decrease the
company's number of shares 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. As stated in the stock exchange release of April
19, 2011, the company has voided its own shares in its possession in such a
manner that the total number of shares is 585,236,000. After the consolidation,
the total number of shares will be 29,261,800. The purpose of the share
consolidation is to improve the reliability of share price formation. 

The consolidation will 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 will 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 will 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 will 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 will 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 will 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 will also determine the right to
the funds from the selling of shares based on rounding, will be Friday, May 6,
2011. The redeemed shares will be voided, except for the shares consolidated
from the extra shares redeemed due to rounding, and the new consolidated number
of shares will be registered in the Trade Register on Saturday, May 7, 2011.
The implementation of the share consolidation and the related rounding will be
visible on the shareholders' book-entry accounts and the trading on the
consolidated shares will begin on Monday, May 9, 2011, after the implementation
of the consolidation. The funds from selling the shares based on rounding will
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 will
take place on the day after the final trade. 

By the decision of the Annual General Meeting, 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, is changed as regards the number of shares, so that the
authorization is for a maximum of 3,000,000 shares. 

By the decision of the the Annual General Meeting, the authorization given by
the Extraordinary General Meeting of December 27, 2010, to the Board of
Directors, authorizing it to repurchase company's own shares, is changed as
regards the number of shares, so that the authorization is for a maximum of
2,500,000 shares. 

The arrangement will not require any actions on the part of the shareholders.

Other

41,23 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 May 5, 2011. 



Espoo, April 28, 2011

INNOFACTOR PLC

Board of Directors


Additional information:

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


Distribution:

NASDAQ OMX Helsinki
Main media
www.innofactor.com