Notice of the Annual General Meeting of Innofactor Plc
Innofactor Plc Notice to general meeting, on February 8, 2024,
at 9:05 Finnish time
The shareholders of Innofactor Plc are invited to the Annual
General Meeting on Wednesday, March 27, 2024, 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 2023
Review by the CEO.
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance
sheet and authorization of the Board of Directors to decide on the
distribution of assets
The Board of Director’s proposes that no dividend will be paid
for the financial year 2023.
The Board of Directors proposes that for the financial period of
2023 repayment of capital of EUR 0,07 per share is 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 Board of Directors also proposes that the General Meeting
authorize 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. It is proposed that the authorization include
the right of the Board of Directors to decide on all other terms
and conditions relating to said asset distribution. It is also
proposed that the authorization remain valid until the start of the
next Annual General Meeting.
9. Resolution on the discharge of the members of the Board of
Directors and the CEO from liability
10. Presentation and adoption of the remuneration policy
Annual General Meeting’s advisory resolution for approval of the
remuneration policy.
The policy is available on the company’s website
www.innofactor.com/invest-in-us/general-meeting/.
11. Presentation and adoption of the remuneration report
Annual General Meeting’s advisory resolution for approval of the
remuneration report.
The report is available on the company’s website
www.innofactor.com/invest-in-us/general-meeting/ on March 6, 2024
at latest.
12. 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 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.
13. Resolution on the number of members of the Board of
Directors
The Board of Directors proposes that the number of the members
of the Board of Directors be confirmed to four (4).
14. Election of the members of the Board of Directors
The Board of Directors proposes that Mr. Sami Ensio, Ms. Anna
Lindén, Mr. Risto Linturi and Mr. Heikki Nikku are re-elected as
members 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 be 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 on 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.
15. Resolution on the auditor's fee
The Board of Directors proposes that the auditor's fee be paid
according to reasonable invoice.
16. 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.
17. 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 36 343 691 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, 2025.
This authorization shall replace all earlier authorizations of
the Board of Directors pertaining to the acquisition of own
shares.
18. 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 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 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 a 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, 2025.
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.
19. 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 Wednesday, March
6, 2024, 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 Friday,
March 15, 2024, 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
Friday, March 22, 2024, at 10:00 AM at which time the registration
must have been received.
Registration to the General Meeting can be done:
a) by email: yhtiokokous@innofactor.fi;
b) by telephone: +358 40 808 5266 (CEO's assistant Anu Vänni),
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 Friday, March
15, 2024. Attending the meeting also requires that these
shareholder's shares are temporarily registered in the
shareholders' register, maintained by Euroclear Finland Ltd., on
Friday, March 22, 2024, 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 8, 2024,
Innofactor Plc has a total of 36 343 691 shares of one type and
representing an equal amount of votes.
We welcome the shareholders to the Annual General Meeting.
Espoo, February 8, 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
Innofactor
Innofactor is the leading driver of the modern digital organization
in the Nordic Countries for its over 1,000 customers in commercial
and public sector. Innofactor has the widest solution offering and
leading know-how in the Microsoft ecosystem in the Nordics.
Innofactor has about 600 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
- Notice of the annual general meeting of Innofactor plc
2024
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