Notice of the Extraordinary General Meeting of Innofactor Plc
Innofactor
Plc Stock Exchange
Release 19 September
2024 at 4:15 p.m. (EEST)
Notice is given to the shareholders of
Innofactor Plc ("Innofactor" or the
"Company") to attend the Extraordinary General
Meeting to be held on Friday 11 October 2024 at 10:30 a.m. (EEST)
at the Company's office, Keilaranta 9, Espoo, Finland. The
reception of participants and the distribution of ballots will
commence at the meeting venue at 10:00 a.m. (EEST).
As previously announced, CapMan Growth Equity
Fund III Ky, a fund managed by CapMan Group affiliated companies,
Sami Ensio, the founder, CEO and member of the Board of Directors
of Innofactor Plc, through the holding company Ensio Investment
Group Oy controlled by him, and the co-investor Osprey Capital Oy
have formed a consortium for the purposes of the voluntary
recommended public cash tender offer for all the issued and
outstanding shares in the Company that are not held by Innofactor
or its subsidiaries (the "Tender Offer"),
published on 22 July 2024 by Onni Bidco Oy (the
"Offeror"), a private limited liability company
incorporated and existing under the laws of Finland. The offer
period for the Tender Offer commenced on 5 August 2024 and ended on
16 September 2024. The Offeror announced on 19 September 2024 that
it will complete the Tender Offer in accordance with its terms and
conditions.
The Offeror and Innofactor have agreed in the
combination agreement that the Board of Directors of Innofactor
shall resolve to convene the Extraordinary General Meeting at the
request of the Offeror after the Offeror has confirmed that it will
complete the Tender Offer. This notice, including the resolution
proposals to be considered at the Extraordinary General Meeting, is
based upon that request by the Offeror.
A. Matters on the
agenda of the Extraordinary General Meeting
1. Opening of the
meeting
2. Calling the
meeting to order
3. Election of
persons to scrutinise the minutes and supervise counting of the
votes
4. Recording the
legality of the meeting
5. Recording
attendance at the meeting and adoption of the list of votes
6. Removing the
transfer restrictions on the remuneration shares of the members of
the Board of Directors
In the resolutions on the remuneration of the
Board of Directors as approved by previous Annual General Meetings
of Innofactor, it has been resolved that Innofactor requires that
the members of the Board of Directors retain ownership of the
shares received as part of the annual remuneration for as long as
they are members of the Board of Directors, i.e. said shares are
subject to a transfer restriction for the duration of membership of
the Board of Directors.
The Offeror proposes to the Extraordinary
General Meeting that all above-mentioned transfer restrictions be
removed from all shares that the current members of the Board of
Directors have received as remuneration prior to the date of the
Extraordinary General Meeting.
7. Resolution on
the remuneration of the members of the Board of Directors
The Offeror proposes to the Extraordinary
General Meeting that the fees of the Chairman and the members of
the Board of Directors shall remain unchanged in accordance with
the resolution of the Annual General Meeting of Innofactor held on
27 March 2024. However, for the members of the Board of Directors
elected at the Extraordinary General Meeting, the fees shall be
paid fully in cash in proportion to the length of their term of
office, and in respect of the continuing members of the Board of
Directors taking into account the fees already paid to them. It is
therefore proposed that the Chairman of the Board of Directors be
paid EUR 5,000 per month and the members of the Board of Directors
EUR 2,500 per month for the duration of their term of office, with
any share remuneration already paid to the members of the Board of
Directors who remain in office reducing the monthly cash
remuneration by 50%. No separate fees for meetings shall be
paid.
Further the Offeror proposes to the
Extraordinary General Meeting that the fees already paid to current
members of the Board of Directors as resolved by the Annual General
Meeting of Innofactor held on 27 March 2024, will be paid in full
and no claim will be made for repayment in proportion to the length
of their term of any fees already paid. For the current members of
the Board of Directors who are not re-elected and whose term of
office expires at the end of the Extraordinary General Meeting, the
Offeror proposes that the monthly cash remuneration based on the
decision of the Annual General Meeting be paid until the date of
the Extraordinary General Meeting.
8. Resolution on
the number of members of the Board of Directors
The Offeror proposes to the Extraordinary
General Meeting that four (4) members be elected to the Board of
Directors of Innofactor.
9. Election of
the members of the Board of Directors
The Offeror proposes to the Extraordinary
General Meeting that Sami Ensio, Antti Kummu, Timo Larjomaa and
Risto Linturi be elected as members of the Board of Directors for a
term of office commencing at the closing of the Extraordinary
General Meeting and ending at the closing of the next Annual
General Meeting. The term of office of all other current members of
the Board of Directors would end upon the commencement of the term
of the above-mentioned proposed members of the Board of Directors.
Further no deputy members of the Board of Directors will be
proposed to be elected at the Extraordinary General Meeting.
It is proposed that shareholders take a position
on the composition of the Board of Directors as a whole.
All aforementioned persons have given their
consent to the position. Detailed presentation of the nominees can
be found on Innofactor’s website at
https://www.innofactor.com/invest-in-us/general-meeting/.
10. Closing of
the meeting
B. Documents of
the Extraordinary General Meeting
This notice, including the proposals for
resolutions on the agenda of the Extraordinary General Meeting in
their entirety, is available on the Company's website at
www.innofactor.com/invest-in-us/general-meeting/. The proposals for
resolutions are also available at the Extraordinary General
Meeting. The minutes of the Extraordinary General Meeting will be
available on the Company's abovementioned website no later than on
25 October 2024.
C. Instructions
for the participants in the Extraordinary General Meeting
1. Shareholders
registered in the shareholders' register and registration
Each shareholder who is on the record date of
the Extraordinary General Meeting on 1 October 2024 entered in the
shareholders' register of the Company maintained by Euroclear
Finland Oy, has the right to attend the Extraordinary General
Meeting. A shareholder, whose shares are registered on their
personal Finnish book-entry account or equity savings account, is
automatically entered in the shareholders' register of the
Company.
Registration for the Extraordinary General
Meeting will commence on 23 September 2024 at 10:00 a.m. (EEST). A
shareholder entered in the shareholders' register of the Company
who wishes to participate in the Extraordinary General Meeting
shall register for the Extraordinary General Meeting by no later
than 4 October 2024 at 4:00 p.m. (EEST). The registration must be
received by the Company before the end of the said registration
period.
Registration can be done in the following
ways:
- by email:
yhtiokokous@innofactor.fi;
- by
telephone: +358 40 808 5266 (CEO's assistant Anu Vänni), Monday to
Friday between 10:00 a.m. and 4:00 p.m. (EEST); or
- by mail:
Innofactor Plc, General Meeting, Keilaranta 9, FI-02150 Espoo,
Finland.
In connection with the registration, a
shareholder must provide the shareholder's name, date of birth or
business identity code, address, telephone number and e-mail
address, and the name and the date of birth of a possible
authorised proxy representative, legal representative or assistant.
Any personal data provided to the Company by shareholders will only
be used for the purposes of the Extraordinary General Meeting and
for the processing of related registrations.
A shareholder, their possible authorised proxy
representative, legal representative or assistant must be able to
prove their identity and/or right of representation at the
Extraordinary General Meeting upon request.
2. Holders of
nominee-registered shares
Holders of nominee-registered shares are
entitled to participate in the Extraordinary General Meeting by
virtue of shares which would entitle the shareholder to be entered
in the shareholders' register of the Company maintained by
Euroclear Finland Oy on the record date of the Extraordinary
General Meeting on 1 October 2024. In addition, their participation
requires that the shareholder has been temporarily entered based on
such shares in the shareholders' register maintained by Euroclear
Finland Oy by 10:00 a.m. (EEST) on 8 October 2024 at the latest.
For nominee-registered shares, this constitutes due registration
for the Extraordinary General Meeting.
Holders of nominee-registered shares are advised
to request from their custodian without delay necessary
instructions for temporarily entering their shares in the
shareholders' register of the Company, issuing of proxy
authorisation documents and voting instructions as well as
registration for the Extraordinary General Meeting. The account
manager of the custodian shall temporarily enter a holder of
nominee-registered shares wishing to attend the Extraordinary
General Meeting in the shareholders' register of the Company by
10:00 a.m. (EEST) on 8 October 2024 at the latest.
For the sake of clarity, it is noted that
holders of nominee-registered shares cannot register for the
Extraordinary General Meeting on the Company's website, but they
must be registered by their custodians instead.
3. Proxy
representatives and powers of attorney
Shareholders may participate in the
Extraordinary General Meeting and exercise their rights also by
appointing a proxy representative. A proxy representative shall
produce a dated proxy authorisation document or otherwise
demonstrate in a reliable manner their right to represent the
shareholder at the Extraordinary General Meeting.
If a shareholder participates in the
Extraordinary General Meeting by means of several proxy
representatives representing the shareholder with shares in
different securities accounts, the shares in respect of which each
proxy representative is authorised to represent the shareholder
shall be identified in connection with the registration.
Possible proxy authorisation documents are
requested to be submitted by mail to Innofactor Plc, General
Meeting, Keilaranta 9, FI-02150 Espoo, Finland or by email to
yhtiokokous@innofactor.fi so that the proxy authorisation documents
are received before the end of the registration period. In addition
to delivering proxy authorisation documents, shareholders or their
proxy representatives must register for the Extraordinary General
Meeting in the manner described in this notice.
Delivering a proxy authorisation document in the
manner described above will constitute due registration for the
Extraordinary General Meeting if it contains the information
required for the registration described in section C.1.
4. Other
instructions and information
The meeting language of the Extraordinary
General Meeting will be Finnish.
The information concerning the Extraordinary
General Meeting required under the Finnish Companies Act and the
Finnish Securities Markets Act is available on the Company's
website at www.innofactor.com/invest-in-us/general-meeting/.
On the date of this notice, the total number of
shares in the Company is 36 343 691 carrying an aggregate
of 36 343 691 votes. According to the Articles of
Association each share carries one vote. On the date of this
notice, the Company holds 554 372 treasury shares, in respect
of which voting rights cannot be used at the Extraordinary General
Meeting.
Changes in the number of shares held after the
record date of the Extraordinary General Meeting shall not have an
effect on the right to participate the Extraordinary General
Meeting nor on the number of votes held by a shareholder in the
Extraordinary General Meeting.
In Espoo, 19 September 2024
INNOFACTOR PLC
THE BOARD OF DIRECTORS
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 about 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 #PeopleFirst #CreatingSmiles
#BeTheRealYou
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