Notice of the Annual General Meeting of Innofactor Plc - Seite 3

The Board of Directors has decided on its proposal after discussing the matter with the largest shareholders of the company.

14. Resolution on the auditor's fee

The Board of Directors proposes that the auditor's fee be paid according to reasonable invoice.

15. 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.

16. 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 37 388 225 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, 2022.

This authorization shall replace all earlier authorizations of the Board of Directors pertaining to the acquisition of own shares.

17. 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 37 388 225 shares).