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

Innofactor Plc Stock Exchange Release March 31, 2023, at 11.20 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, 2023, resolved to adopt the accounts and the group's financial statement for the financial period that ended on December 31, 2022, 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, 2022.

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 2022.

The AGM decided on a repayment of capital of EUR 0,06 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 5, 2023 are recorded in the company’s shareholders’ register held by Euroclear Finland Oy. Repayment of capital is paid on April 14, 2023.

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 EUR 2,459,293. 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 report

The AGM decided to approve 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 primarily be handed over to the members of the Board of Directors during April from shares in the company’s possession or, secondarily the shares 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, 2023. 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.