Decisions of Innofactor Plc’s Annual General Meeting and the organizing meeting of the Board of Directors - Seite 2

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, 2021.

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.