Innofactor Plc Stock Exchange Release March 24, 2015, at 10:20 Finnish time
The Annual General Meeting of Innofactor Plc on March 24, 2015, 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 held on March 24, 2015, resolved to adopt the accounts and the group's financial statement for the financial period that ended on December 31, 2014, 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, 2014.
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 to December 31, 2014.
Board of Directors' fees and member selection
The General Meeting decided that the Chairman of the Board of Directors shall be paid a fee totalling EUR 48,000 per year and the other members of the Board of Directors shall be paid a fee totalling 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, 2015. In case shares will not be acquired due to a reason arising from the company or the Board member, the entire fee will be paid in cash. 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. It was decided that the following current members of the Board of Directors— Dr. J.T. Bergqvist, Mr. Sami Ensio, Mr. Jukka Mäkinen and Mr. Ilari Nurmi—be re-elected, and that Mr. Ari Rahkonen and Mr. Pekka Puolakka be elected as new members.
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 Mr. 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.
Authorizing of the Board of Directors to decide on the acquisition of own shares
The General Meeting accepted the Board of Directors’ proposal to grant the Board authorization to decide on acquisition of own shares with following presumptions:
The 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). Own shares can be acquired at a price formed in public trading on the date of the acquisition or at a price otherwise formed 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 is valid until June 30, 2016.
This authorization shall replace all earlier authorizations of the Board of Directors pertaining to the acquisition.
Authorization to decide on share issue as well as to grant option rights and other special rights entitling to shares
The General Meeting accepted the Board of Directors’ proposal to grant the Board authorization to decide on share issue as well as to grant option rights and other special rights entitling to shares with the following presumptions:
The General Meeting accepted the Board of Directors’ proposal to authorize the Board to decide on issuance of a maximum of 15,000,000 shares and a maximum of 1,000,000 of the company’s own shares in one or several parts. However, the total number of shares shall not exceed 45,000,000 (Innofactor currently has a total of 32,153,737 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.
The Board of Directors will decide on all other matters related to the authorization.
This authorization is valid until June 30, 2016.
This authorization shall replace all earlier authorizations of the Board of Directors related to granting shares and the company’s own shares.
Other
47.86 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 7, 2015.
Espoo, March 24, 2015
INNOFACTOR PLC
Board of Directors
Additional information:
Sami Ensio, CEO
Innofactor Plc
Tel. +358 50 584 2029
Distribution:
NASDAQ OMX Helsinki
Principal media
Innofactor is one of the leading Nordic IT solution providers focused on Microsoft platforms. Innofactor delivers business critical solutions and maintenance services as a system integrator and develops its own software products and services. Innofactor’s own product development is focused on Microsoft’s Azure-based cloud solutions. Innofactor's customers include about 1,000 private and public sector organizations in Finland, Denmark, Sweden and elsewhere in Europe. The company has about 400 motivated and skilled employees in several locations in Finland, Denmark and Sweden. From 2010 to 2014, Innofactor's annual net sales growth has been 45% on average. Leading Finnish business media Kauppalehti and Balance Consulting selected Innofactor as the most successful company on the Finnish stock exchange in 2013. The Innofactor Plc share is listed in the technology section of the main list of NASDAQ OMX Helsinki Oy.