Innofactor Plc Stock Exchange Release September 17, 2013, at 10:45 Finnish time
The Extraordinary General Meeting of Innofactor Plc on September 17, 2013, made the following decisions:
Authorizing of the Board of Directors to decide on the acquisition of own shares
The Extraordinary General Meeting accepted the Board of Directors’ proposal to grant the Board authorization to decide on acquisition of own shares with following presumptions:
The Extraordinary General Meeting authorized the Board of Directors to decide on granting of a maximum of 8,000,000 shares in one or several parts with the company’s own capital. The Board of Directors proposes that the authorization entitles the Board to deviate from the shareholders' proportional shareholdings (directed acquisition). Shares will be acquired from the sellers of atBusiness according to the agreement and/or on 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 is proposed to include the Board of Directors to decide on all other matters related to the acquisition of shares. The authorization would be valid until March 17, 2015.
This authorization shall replace all earlier authorizations of the Board of Directors pertaining to the acquisition.
Authorization for the Board of Directors to grant new shares and special rights entitling to new shares
As agreed in an agreement signed on June 6, 2013, Innofactor acquired the entire share capital of Finnish atBusiness Oy. The second part of the acquisition price will be paid partly with Innofactor Plc’s shares during 2014.
Innofactor has the right, but not the obligation, to buy back about 4.7 million new shares from the sellers of atBusiness at the subscription price, EUR 0.6739 per share, before December 31, 2013, and at a 3 percent higher share price, EUR 0.6941, before March 31, 2014. One alternative for financing this option is to utilize totally or partly the granting of new shares or special rights entitling to new shares.
The Extraordinary General Meeting accepted the Board of Directors’ proposal to authorize the Board to decide on granting a maximum 15,000,000 shares and a maximum of 1,000,000 of the company’s own shares in one or several parts. The new shares and/or special rights included in the Current Authorization may be granted in one or several parts. However, the total number of shares shall not exceed 45,000,000 (Innofactor currently has a total of 35,144,179 shares).
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 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 authorization entitles the Board to deviate from the 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 authorization could be used, for example, to develop the capital structure, to widen the ownership base, in making a payment for an acquisition, when the company buys property related to its business operations, or incentive or reward program for employees and management at Innofactor group. New issue or transfer of own shares could also be used as a contribution in kind or when using the set-off right.
In addition the 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.
This authorization will be valid until June 30, 2015.
The Board of Directors will decide on all other matters related to the authorization.
This authorization shall replace all earlier authorizations of the Board of Directors related to granting shares and the company’s own shares.
Other
27,80 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 Extraordinary General Meeting will be available on Innofactor Plc’s web site at www.innofactor.com/investors as of October 1, 2013.
Espoo, September 17, 2013
INNOFACTOR PLC
Board of Directors
Further information:
Sami Ensio, CEO
Innofactor Plc
Tel. +358 50 584 2029
Distribution:
NASDAQ OMX Helsinki
Principal media
www.innofactor.com
Innofactor is one of the leading software providers focused on Microsoft solutions in the Nordic Countries. Innofactor delivers to its customers IT projects as a system integrator and develops its own software products and services. The focus area in Innofactor’s own product development is Microsoft Azure-based cloud solutions. Innofactor's customers include over 1,000 commercial and public sector organizations in Finland, Denmark and elsewhere in Europe. In its operation, Innofactor strives for long-term customer relationships. Innofactor has about 400 motivated and skilled employees in several locations in Finland, Denmark and Russia. The five year (2008 to 2012) growth of Innofactor's net sales has been about 35 percent annually. Innofactor is the fastest growing technology company in the Finnish stock exchange. The Innofactor Plc share is listed in the technology section of the main list of NASDAQ OMX Helsinki Oy.