Notice of the Extraordinary General Meeting of Innofactor Plc

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Innofactor Plc
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