The Board of Directors of Innofactor Plc decides on a share-based incentive plan for Innofactor Group’s personnel

Innofactor Plc inside information, on February 17, 2023, at 8:30 Finnish time

The Board of Directors of Innofactor Plc has decided, based on the authorization granted to it by the Annual General Meeting, on a share-based incentive plan for all of Innofactor Group’s personnel in order to commit the personnel to the company and its goals (“Personnel Share Issue”).

In the Personnel Share Issue, a maximum total of 400,000 shares (“Personnel Shares”) of the company will be issued to the Innofactor Group personnel, deviating from the shareholders' pre-emptive subscription rights. At the time of making the decision Innofactor Plc has 37,388,225 shares. Innofactor Plc’s shares which are in the company’s possession will be used for the Personnel Share Issue. The purpose of the directed Personnel Share Issue is to increase the personnel’s commitment to the company, and therefore a weighty financial reason as per the Finnish Companies Act exists for waiving the pre-emptive rights of shareholders.

The subscription price for the Personnel Shares will be EUR 1.01 per share. The share subscription price is based on the trade volume weighted average price of the company’s share on Nasdaq Helsinki Ltd from the previous months and on a discount of 10 percent thereof.

Innofactor will grant a loan for its personnel to cover the subscription price. The loan term will be five years. The loan will be granted as part of the distributable fund of the company. The interest rate of the loan in Finland and Sweden will be the 12 months Euribor rate and will be adjusted annually. In Denmark the interest rate will follow the official Danish reference interest rate and in Norway the tax rate defined by the Norwegian tax authorities. The interest rate for the loan may not be negative. The loan repayments and interest payments will be deducted from the employees’ monthly net salaries.

Subscribing of Personnel Shares will take place during February 20 – March 8, 2023.

The Personnel Shares are subject to a transfer restriction for until March 31, 2024.

The Company will publish the final results of the Personnel Share Issue as a stock exchange release on around March 20, 2023.

Espoo, February 17, 2023

INNOFACTOR PLC

Board of Directors

Additional information:

Sami Ensio, CEO

Innofactor Plc

Tel. 9

Distribution:

NASDAQ Helsinki

Main media

Innofactor

Innofactor is the leading driver of the modern digital organization in the Nordic Countries for its over 1,000 customers in commercial, public and third sector. Innofactor has the widest solution offering and leading know-how in the Microsoft ecosystem in the Nordics. Innofactor has over 500 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. #ModernDigitalOrganization #HybridWork #PeopleFirst #CreatingSmiles