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

Innofactor Plc Stock Exchange Release October 11, 2024, at 13:00 Finnish time

Removing the transfer restrictions on the remuneration shares of the members of the Board of Directors

In previous Annual General Meetings, Innofactor has approved decisions regarding the remuneration of the Board of Directors. It has been decided that Innofactor requires Board Members to hold the shares they receive as annual compensation for the duration of their Board Membership. This means that there is a restriction on the transfer of these shares during their tenure.

According to the proposal presented in the meeting invitation, the General Meeting decided to remove all transfer restrictions on all shares received as compensation by the Board Members elected at Innofactor Plc's Annual General Meeting on March 27, 2024, prior to the date of the Extraordinary General Meeting.

Board of Directors' remuneration

The General Meeting decided that the remuneration for the Chairman of the Board and Board Members will remain unchanged, in accordance with the decision made at Innofactor's Annual General Meeting on March 27, 2024. However, for the Board Members elected at the Extraordinary General Meeting, the remuneration will be paid entirely in cash, proportionate to the length of their term, taking into account any remuneration already paid to the continuing Board Members. Therefore, the General Meeting decided to pay the Chairman of the Board 5,000 euros per month and Board Members 2,500 euros per month for the duration of their term, with the monthly cash remuneration for continuing Board Members reduced by 50 percent if they have already received a share-based remuneration. No separate meeting fees will be paid.

Additionally, the General Meeting decided that the remuneration already paid to the Board Members in accordance with the decision made at Innofactor's Annual General Meeting on March 27, 2024, will be paid in full, and no repayment of the already paid remuneration will be required based on the length of their term.

The General Meeting decided that for those Board Members who were not re-elected and whose term ended at the conclusion of the Extraordinary General Meeting, the monthly cash remuneration, as determined by the decision of the Annual General Meeting, will be paid until the date of the Extraordinary General Meeting.

Composition of the Board of Directors

The General Meeting decided that the Board of Directors shall have four members. Mr. Sami Ensio and Mr. Risto Linturi were re-elected as members to the Board of Directors, and Mr. Antti Kummu and Mr. Timo Larjomaa were elected as new members of the Board of Directors for a term that begins at the conclusion of the Extraordinary General Meeting and ends at the conclusion of the next Annual General Meeting. The term of those Innofactor Board Members who were not re-elected ended at the conclusion of the Extraordinary General Meeting.

At the organizing meeting held after the Extraordinary General Meeting, Mr. Antti Kummu was elected as Chairman of the Board.

The Board elected Mr. Antti Kummu as the chairman of the remuneration committee and Mr. Timo Larjomaa and Mr. Risto Linturi as its members.

The minutes of the Extraordinary General Meeting will be available on Innofactor Plc's web site at https://www.innofactor.com/invest-in-us/general-meeting/ as of October 25, 2024, at the latest.

Espoo, October 11, 2024

INNOFACTOR PLC

Board of Directors

 

Additional information:
Sami Ensio, CEO
Innofactor Plc
Tel. +358 50 584 2029
[email protected]

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. http://www.innofactor.com #ModernDigitalOrganization #PeopleFirst #CreatingSmiles #BeTheRealYou