25.02.2020 09:05 CEST/EET (UTC +2)
Innofactor Plc Notice to general meeting February 25, 2020, at 9:05 Finnish time
The shareholders of Innofactor Plc are invited to the Annual General Meeting on Tuesday, March 31, 2020, at 9:00 AM at Innofactor Plc's office, Keilaranta 9, Espoo, Finland. The reception of persons who have registered for the meeting and distribution of voting slips will commence at 8:30 AM 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. Election of 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. Presentation of the annual accounts, the report of the Board of Directors and the auditor's report for the year 2019
Review by the CEO.
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes that Innofactor Plc shall not pay any dividend for the financial period of January 1 to December 31, 2019.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Presenting the remuneration policy
Presentation of the remuneration policy and the Annual General Meeting’s advisory approval of the policy.
The policy is available on the company‘s website www.innofactor.com/invest-in-us/general-meeting/.
11. Resolution on the remuneration of the members of the Board of Directors
The Board of Directors proposes in accordance with the Remuneration Committee’s submission that the Chairman of the Board of Directors shall be paid a fee totaling EUR 48,000 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, 2020. 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.
12. Resolution on the number of members of the Board of Directors
The Board of Directors proposes that the number of the member of the Board of Directors be confirmed to five (5).
13. Election of the members of the Board of Directors
The Board of Directors proposes that Mr. Pekka Eloholma, Mr. Sami Ensio, Ms. Anna Lindén and Mr. Risto Linturi and are re-elected as members of the Board of Directors. Additionally, the Board of Directors proposes that Mr. Heikki Nikku is elected as a new member of the Board of Directors. The members of the Board of Directors will be elected for a one-year term and their term of office will continuing until the closure of the next Annual General Meeting. All nominees have given their consent to the election. Detailed presentation of the nominees can be found the company’s website www.innofactor.com/invest-in-us/general-meeting/.
The Board of Directors has decided on its proposal after discussing the matter with the largest shareholders of the company.
14. Resolution on the auditor's fee
The Board of Directors proposes that the auditor's fee be paid according to reasonable invoice.
15. Election of the auditor
The Board of Directors proposes that Ernst & Young Oy, Authorized Public Accounting Firm, be re-elected as the auditor for a term that will continue until the end of the next Annual General Meeting. Ernst & Young Oy has notified that it will appoint Juha Hilmola, Authorized Public Accountant, as the lead audit partner.
16. Authorization of the Board of Directors to decide on acquisition of own shares
The Board of Directors proposes the General Meeting to authorize the Board to decide on acquisition of own shares with following presumptions:
The General Meeting authorizes the Board of Directors to decide on acquisition of a maximum of 3,600,000 shares in one or several parts with the company’s own capital (the company currently has a total of 37 388 225 shares). 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 shares may be used to carry out acquisitions or other arrangements pertaining to the company’s business operations, to develop the capital structure of the company, as part of the incentive plans, 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 June 30, 2021.
This authorization shall replace all earlier authorizations of the Board of Directors pertaining to the acquisition of own shares.
17. Authorization to decide on share issue as well as to grant option rights and other special rights entitling to shares
The Board of Directors proposes the General Meeting to authorize the Board to decide on issuance of a maximum of 3,600,000 shares and granting of a maximum of 3,600,000 of the company’s own shares in one or several parts (the company currently has a total of 37 388 225 shares).
The shares could be issued either against a payment or without payment 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 option rights and special rights—as defined in Chapter 10, Section 1 of the Finnish 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 Board of Directors proposes that the authorization entitles the Board to deviate from the pre-emptive subscription rights of the existing shareholders, provided that the company has an weighty financial reason to do so, as regards the issue against payment, and that there is an especially weighty financial 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 Board of Directors proposes that the authorization include also the right to decide on a share issue without payment 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 of the total number of shares in the company. This number includes the shares in the possession of the company and its subsidiaries as defined in Chapter 15, Section 11, subsection 1 of the Finnish Companies Act.
The Board of Directors will decide on all other matters related to the authorization.
This authorization would be valid until June 30, 2021.
This authorization shall replace all earlier authorizations of the Board of Directors related to issuance of shares and granting of the company’s own shares.
18. Closing the meeting
B. Documents of the General Meeting
This notice to the meeting is available on Innofactor Plc's web site at www.innofactor.com/invest-in-us/general-meeting/. Innofactor Plc's annual accounts, the report of the Board of Directors and auditing report will be available on Tuesday March 10, 2020, at the latest, at www.innofactor.com/invest-in-us/releases-publications-and-reports/. The above mentioned documents will also be available at the General Meeting. The minutes of the General Meeting will be available within two weeks of the meeting at www.innofactor.com/invest-in-us/general-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 Thursday March 19, 2020, 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 26, 2020, at 10:00 AM 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 Tanja Eskolin), Monday–Friday at 10 AM–4 PM; or
c) by mail: Innofactor Plc, General Meeting, Keilaranta 9, 02150 Espoo, Finland.
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 representative, assistant or proxy representative and the personal identification number of the representative 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 representative 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 Thursday March 19, 2020. Attending the meeting also requires that these shareholder's shares are temporarily registered in the shareholders' register, maintained by Euroclear Finland Ltd., on Thursday March 26, 2020, at 10:00 AM 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 manager 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 and time specified above.
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 are requested to be delivered in originals to "Innofactor Plc, General Meeting, Keilaranta 9, 02150 Espoo, Finland" 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 25, 2020, Innofactor Plc has a total of 37 388 225 shares of one type and representing an equal amount of votes.
We welcome the shareholders to the Annual General Meeting.
Espoo, February 25, 2020
Board of Directors
Sami Ensio, CEO
Tel. +358 50 584 2029
Innofactor is the leading driver of the modern digital organization in the Nordic Countries for its over 1,500 customers in commercial, public and third sector. Innofactor has the widest solution offering and leading know-how in the Microsoft ecosystem in the Nordics. Innofactor has over 500 enthusiastic and motivated top specialists in Finland, Sweden, Denmark and Norway. In 2015–2019, the annual growth of Innofactor's net sales has been approximately 10%. The Innofactor Plc share is listed in the technology section of the main list of NASDAQ Helsinki Oy. www.innofactor.com #ModernDigitalOrganization #PeopleFirst
Attachment: Notice of the Annual General Meeting of Innofactor Plc 2020