Decisions of Innofactor Plc’s Annual General Meeting and the
organizing meeting of the Board of Directors
Innofactor Plc Stock Exchange Release March 27, 2024, at 11:30
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
27, 2024, resolved to adopt the accounts and the group's financial
statement for the financial period that ended on December 31, 2023,
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, 2023.
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 2023.
The AGM decided on a repayment of capital of EUR 0,07 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 2, 2024
are recorded in the company’s shareholders’ register held by
Euroclear Finland Oy. Repayment of capital is paid on April 9,
2024.
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 2 544
058 EUR. 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.
Remuneration policy
The AGM decided to be in favour of the remuneration policy for
the governing bodies presented by the Board.
Remuneration report
The AGM decided to be in favour of 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 be handed over
to the members of the Board of Directors and, if necessary, 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, 2024. 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 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 36 343 691 shares). 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, 2025.
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 company currently has a total
of 36 343 691 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 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 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. The authorization is valid until June 30,
2025.
This authorization replaces all earlier authorizations of the
Board of Directors related to issuance of shares and granting of
the company’s own shares.
Other
15,264,536 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 10, 2024, at the latest.
Espoo, March 27, 2024
INNOFACTOR PLC
Board of Directors
Additional information:
Sami Ensio, CEO
Innofactor Plc
Tel. +358 50 584 2029
sami.ensio@innofactor.com
Distribution:
NASDAQ Helsinki
Main media
www.innofactor.com
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