31.03.2023 11:20 CEST/EET (UTC +2)
Innofactor Plc Stock Exchange Release March 31, 2023, at 11.20 Finnish time
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 (AGM) of Innofactor Plc held on March 31, 2023, resolved to adopt the accounts and the group's financial statement for the financial period that ended on December 31, 2022, 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, 2022.
Deciding on the use of the profit shown on the balance sheet and the payment of dividend
The AGM decided, in accordance with the proposal of the Board of Directors, that no dividend will be paid for the financial period of 2022.
The AGM decided on a repayment of capital of EUR 0,06 per share to be paid. The repayment of capital shall be paid to shareholders who on the record date of the capital repayment on April 5, 2023 are recorded in the company’s shareholders’ register held by Euroclear Finland Oy. Repayment of capital is paid on April 14, 2023.
The Annual General Meeting also authorized the Board of Directors to decide, at its discretion, on the potential distribution of assets to shareholders, should the company's financial status permit this, as repayment of capital from the invested unrestricted equity fund. The maximum distribution of assets performed on the basis of this authorization totals EUR 2,459,293. The authorization includes the right of the Board of Directors to decide on all other terms and conditions relating to said asset distribution. The authorization remains valid until the start of the next Annual General Meeting.
The AGM decided to approve the remuneration report for the governing bodies presented by the Board of Directors.
Board of Directors' remuneration
The AGM decided that the Chairman of the Board of Directors shall be paid a fee totaling EUR 60,000 per year and the other members of the Board of Directors shall be paid a fee totaling EUR 30,000 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 primarily be handed over to the members of the Board of Directors during April from shares in the company’s possession or, secondarily the shares 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, 2023. 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.
Composition of the Board of Directors
The AGM decided that the Board of Directors shall have four members. Mr. Sami Ensio, Ms. Anna Lindén and Mr. Risto Linturi and Mr. Heikki Nikku were re-elected as members to the Board of Directors.
At the organizing meeting held after the AGM, Anna Lindén was elected as Chairman of the Board.
The Board elected Anna Lindén as the chairman of the remuneration committee and Risto Linturi and Heikki Nikku as its members.
Election and remuneration of the auditor
Ernst & Young Oy, Authorized Public Accounting Firm, 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 reasonable invoice.
Authorizing of the Board of Directors to decide on the acquisition of own shares
The AGM accepted the Board of Directors’ proposal to grant the Board authorization to decide on acquisition of own shares with following presumptions:
The Annual 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 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 includes the right for the Board of Directors to decide on all other matters related to the acquisition of shares. The authorization is valid until June 30, 2024.
This authorization replaces all earlier authorizations of the Board of Directors pertaining to the acquisition of own shares.
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 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 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 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. The authorization would be valid until June 30, 2024.
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.
14,126,723 of the company's shares and votes were present at the AGM. 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 https://www.innofactor.com/invest-in-us/general-meeting/ as of April 14, 2023, at the latest.
Espoo, March 31, 2023
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 1,000 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. The Innofactor Plc share is listed in the technology section of the main list of NASDAQ Helsinki Oy. www.innofactor.com #ModernDigitalOrganization #HybridWork #PeopleFirst #CreatingSmiles