Innofactor Plc Stock Exchange Release March 26, 2013, at 12:00 Finnish time
The Annual General Meeting of Innofactor Plc on March 26, 2013, has made the following decisions:
Adopting the accounts and the group's financial statement and granting the members of the Board of Directors and the Chief Executive Officer discharge from liability
The Annual General Meeting of Innofactor Plc on March 26, 2013, resolved to adopt the accounts and the group's financial statement for the financial period that ended on December 31, 2012, 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, 2012.
Deciding on the use of the profit shown on the balance sheet and 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, 2012.
Deciding on the change of Section 4 of the Articles of Association
The General Meeting decided to change the Section 4 of the Articles of Association 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.
Board of Directors' fees and member selection
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, 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.
The General Meeting decided that the number of Board members is six. The following were elected as members of the Board of Directors: Sami Ensio, Juha Koponen, Pyry Lautsuo, Jukka Mäkinen, Ilari Nurmi, and Pekka Puolakka.
Election and fee of the auditor
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 stated 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.
Other
30.83 percent of the Company's share capital and votes were present in the General Meeting. The decisions of the meeting were made unanimously according to the proposals of the Board of Directors.
The minutes of the Annual General Meeting will be available on Innofactor Plc's web site at www.innofactor.com/investors as of April 9, 2013.
Espoo, March 26, 2013
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