Innofactor Plc Stock Exchange Release February 26, 2013, at 8:35 Finnish time
The shareholders of Innofactor Plc are invited to the Annual General Meeting to be held on Tuesday, March 26, 2013, at 10:00 a.m. in the conference rooms A6/A7 of Innofactor Plc's building HTC Keilaniemi at Keilaranta 13 A, Espoo. 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 2012
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
The Board of Directors proposes that Innofactor Plc should not pay any dividend for the financial period of January 1–December 31, 2012.
9. Deciding on the discharge of the members of the Board of Directors and the CEO from liability
10. Deciding on the change of Section 4 of the Articles of Association
The Board of Directors proposes that the Section 4 of the Articles of Association be changed to read as follows:
The company shall have a Board of Directors, which comprises at a minimum of four (4) and at a maximum of eight (8) members. The term of office of the members of the Board of Directors shall end at the close of the first Annual General Meeting following their election.
The company shall have a CEO who is elected by the Board of Directors.
11. Deciding on the remuneration of the members of the Board of Directors
The Board of Directors proposes that the Chairman of the Board of Directors be paid a fee totaling EUR 36,000 per year and the other members of the Board of Directors 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, 2013. 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.
12. 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 six (6).
13. Selecting the members of the Board of Directors
The Board of Directors proposes the current members of the Board of Directors—Sami Ensio, Jukka Mäkinen, Juha Koponen, Pyry Lautsuo and Pekka Puolakka—to be re-elected and Ilari Nurmi to be elected as a new member.
14. Deciding on the auditor's fee
The Board of Directors proposes that the auditor's fee be paid according to a reasonable invoice.
15. Selecting the auditor
The Board of Directors proposes that Ernst & Young Oy Authorised Public Accounting Firm be selected as the auditor. Ernst & Young Oy has stated that it will appoint Juha Hilmola, Authorized Public Accountant, as the auditor with principal responsibility.
16. Closing the meeting
B. Documents of the General Meeting
The above mentioned decision proposal, listed in the agenda of the General Meeting, and this notice to the meeting are available on Innofactor Plc's web site at www.innofactor.com. Innofactor Plc's annual accounts, annual report and auditing report will be available on the said web site on March 5, 2013, at the latest. The decision proposal and other above mentioned documents will also be available at the General Meeting. The minutes of the General Meeting will be available on the said web site within two weeks of the meeting.
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 March 14, 2013, 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 Thursday, March 21, 2013, 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: firstname.lastname@example.org
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 identity 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 March 14, 2013. Attending the meeting also requires that these shareholder's shares are temporarily registered in the shareholders' register, maintained by Euroclear Finland Ltd., on March 21, 2013, 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, February 26, 2013, Innofactor Plc has a total of 30,165,900 shares of one type and representing an equal amount of votes. 351,000 of these shares are in the possession of the company.
We welcome the shareholders to the Annual General Meeting.
Espoo, February 26, 2013
Board of Directors
Sami Ensio, CEO
Tel. +358 50 584 2029
NASDAQ OMX Helsinki