Innofactor Plc : Innofactor Plc’s board of directors has made a decision on a new share-based incentive plan for whole Innofactor’s personnel

Innofactor Plc Stock Exchange Release January 2, 2012 at 9:00 AM Finnish time

Innofactor Plc's board of directors has made a decision on a new share-based incentive plan for whole Innofactor's personnel

The Board of Directors of Innofactor Plc has decided on a new share-based incentive plan for all Innofactor Group's personnel ("Personnel Issue").

The decision to issue a maximum of 2,000,000 new shares ("Personnel Shares") was done on the basis of an authorization granted by the General Meeting of Shareholders, allowing deviation from the shareholders' pre-emptive subscription rights for all Innofactor Group's personnel. Innofactor Plc has, at the time of the decision on January 2, 2012, a total of 29,261,800 shares outstanding. If all the offered Personnel Shares are subscribed in the Personnel Issue, the number of shares outstanding will increase to a maximum of 31,261,800 shares, out of which the maximum of 2,000,000 Personnel Shares would cover a maximum of 6.4 percent of the total post-issue shares and votes. The purpose of the directed Personnel Issue is to increase the personnel's engagement to the Company and therefore a weighty financial reason exists for waiving the pre-emptive rights of shareholders.

The subscription price for the Personnel Shares is EUR 0.542 per share. The weighted average price for the Innofactor Plc shares has been approximately EUR 0.601 per share between December 1, 2011 and December 30, 2011. The subscription price for Personnel Shares is therefore approximately 10% lower than the weighted average share price in December 2011. The subscription price will be credited as an increase in the Company's Fund for Invested Unrestricted Equity.

Innofactor will grant a loan for its personnel to cover the subscription price. The loan term will be 10 years. The loan will be granted as part of the distributable fund of the company. The interest rate of the loan will the 12 months Euribor rate at the time of the subscription period and will be adjusted annually. The loan repayments and interest payments will be deducted from the employees' monthly net salaries.

The subscription of the Personnel Shares and the loans will take place between March 12, 2012 and March 16, 2012 after the releasing the Company Financial Statements for the year 2011. When subscribing Personnel Shares, the subscriber undertakes to not to resign from the Company during a six month period.

The trading with the issued Personnel Shares on the Helsinki Stock Exchange (NASDAQ OMX) is estimated to start on March 23, 2012. However, the Personnel Shares are subject to sale and transfer restriction for 12 months starting from the date of the registration of the issue in the Trade Register.

The Company will publish the final results of the Personnel Issue as a Stock Exchange Release around March 20, 2012.

Distribution:

NASDAQ OMX Helsinki
Main media
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