Decisions of Innofactor Plc’s Annual General Meeting and the organizing meeting of the Board of Directors

Innofactor Plc Stock Exchange Release March 31, 2020, at 10.40 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, 2020, resolved to adopt the accounts and the group's financial statement for the financial period that ended on December 31, 2019, 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, 2019.

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 January 1 to December 31, 2019.

Remuneration policy

The AGM decided to be in favour of the remuneration policy for the governing bodies presented by the Board.

Board of Directors' remuneration

The AGM decided 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.

Composition of the Board of Directors

The AGM decided that the Board of Directors shall have five members. Mr. Pekka Eloholma, Mr. Sami Ensio, Ms. Anna Lindén and Mr. Risto Linturi were re-elected as members to the Board of Directors. Mr. Heikki Nikku was elected as a new member of the Board.

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 Pekka Eloholma Risto Linturi and Heikki Nikku as its members.