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Innofactor

Innofactor provides software products and solutions to commercial, public sector, and membership-based organizations in the Nordic countries. It specializes in Microsoft-based cloud solutions and digital transformation. Innofactor has operations in Finland, Sweden, Denmark, and Norway.
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Overview

Innofactor provides software products and solutions to commercial, public sector, and membership-based organizations in the Nordic countries. It specializes in Microsoft-based cloud solutions and digital transformation. Innofactor has operations in Finland, Sweden, Denmark, and Norway.
Innofactor has been showing promising performance after a history of a few years of subpar performance, caused primarily by integration issues relating to its pan-Nordic platform. Focus in the near-term should still remain on actions to improve margins and sorting out challenges and capitalizing on its good order backlog. Good traction for Microsoft's enterprise solutions supports growth outlook going forward.

Financial overview

Equity research

Innofactor puzzle.
Innofactor logo
Innofactor - Holding firm in challenging market

Innofactor’s Q1 was in line with expectations. We continued to expect modest growth in sales and EBITDA while eyeing improvements in new sales.

Company update |
Innofactor puzzle.
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Innofactor - In line with our expectations

Innofactor’s Q1 results were well in line with our expectations. Net sales were up ~5% y/y to EUR 21.2m (Evli EUR 21.0m) while EBITDA amounted to EUR 2.6m (Evli EUR 2.6m). Guidance for 2024 reiterated: Innofactor’s net sales and EBITDA are expected to increase compared with 2023.

Earnings Flash |
Innofactor puzzle.
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Innofactor - Growth pace uncertainty

Innofactor’s Q4 was in line with expectations. Continued uncertainty reduces visibility going into 2024 but good potential remains. We adjust our TP to EUR 1.5 (1.4), BUY-rating intact.

Company update |
Innofactor puzzle.
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Innofactor - Year-end quite as expected

Innofactor’s Q4 results were rather good and quite as expected. Net sales were up ~7% y/y to EUR 21.9m (Evli EUR 2.1m). EBITDA was in line with our expectations at EUR 2.9m (Evli EUR 2.9m). Guidance for 2024: Innofactor’s net sales and EBITDA are expected to increase compared with 2023. Dividend proposal EUR 0.07 per share (Evli EUR 0.07)

Earnings Flash |
Innofactor puzzle.
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Innofactor- Good going, at least for now

Innofactor posted good Q3 results, in line with our estimates. The market situation continues to be challenging and remains the key concern going forward. We retain our BUY-rating with a target price of EUR 1.4 (1.5).

Company update |
Innofactor puzzle.
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Innofactor - Good performance despite headwinds

Innofactor’s Q3 results were good and quite as expected despite market headwinds. Net sales were organically up 8% y/y to EUR 18.0m (Evli EUR 18.1m). EBITDA was slightly above expectations at EUR 2.0m (Evli EUR 1.8m). Guidance reiterated, Innofactor’s net sales and EBITDA in 2023 are expected to increase compared with 2022.

Earnings Flash |
Innofactor puzzle.
Innofactor logo
Innofactor - Ups and downs

Innofactor saw some challenges in Q2 but still reported rather decent results. Increased price competition remains a short-term threat, but financially, we expect improvements towards the end of the year.

Company update |
Innofactor puzzle.
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Innofactor - Some challenges but still quite good

Innofactor’s Q2 saw continued good growth, better than anticipated, up 18.6% y/y to EUR 20.1m (Evli EUR 19.4m). EBITDA was below expectations at EUR 1.8m (Evli EUR 2.3m), with the EBITDA-margin improving slightly y/y. Guidance reiterated, Innofactor’s net sales and EBITDA in 2023 are expected to increase compared with 2022.

Earnings Flash |
Innofactor puzzle.
Innofactor logo
Innofactor - Operational stability being achieved

Innofactor’s Q1 results were good and beat our expectations. The outlook remains quite favourable, and we do not expect performance during the remainder of 2023 to significantly improve from the good performance in Q1.

Company update |
Innofactor puzzle.
Innofactor logo
Innofactor - Solid growth pace continues

Innofactor’s Q1 results were good and surpassed our expectations. Net sales grew 19.2% y/y to EUR 20.2m (Evli EUR 18.3m). EBITDA amounted to EUR 2.5m (Evli EUR 2.2m). Guidance reiterated, Innofactor’s net sales and EBITDA in 2023 are expected to increase compared with 2022.

Earnings Flash |

Annual financials

Assets

Equity and liabilities

Cashflow

Environment

Social

Governance

Videos

Innofactor - Q3'23 interview with CEO Sami Ensio
Quarterly video |
Innofactor - Q1'23 interview with CEO Sami Ensio
Quarterly video |
Innofactor - Q4'22 interview with CEO Sami Ensio
Quarterly video |
Innofactor - Q3'22 interview with CEO Sami Ensio
Quarterly video |
Innofactor - Q2'22 interview with CEO Sami Ensio
Quarterly video |
Innofactor - Q1'22 interview with CEO Sami Ensio
Quarterly video |
Innofactor - Q4'21 interview with CEO Sami Ensio
Quarterly video |

Annual and sustainability reports

Company news

Innofactor Plc Inside Information, on July 3, 2024, at 15:30 Finnish time

On 11 November 2021, Innofactor Plc has announced that it has been awarded approximately 2,3 million euros in damages in arbitration proceedings at the Stockholm Chamber of Commerce (SCC). The damages are related to the 2016 Lumagate acquisition and the subsequent breach of contract by the counterparty.

Following the SCC's arbitration award, the counterparty of the Lumagate acquisition has gone bankrupt. Following the bankruptcy, Innofactor Plc has continued to pursue damages in the SCC’s arbitration on behalf of the counterparty's bankruptcy estate. The subsequent claim is against the legal counsel, which was the counterparty’s advisor during the Lumagate acquisition.

On July 3, 2024, the arbitration tribunal has awarded the case for the benefit of the defendant. As a result, Innofactor Plc will not receive the previously awarded damages to full extent, but the distribution share shall be EUR 1.0 million at the maximum. In addition to this, Innofactor Plc will bear its own costs of approximately EUR 309,000, the opposing party’s costs of approximately EUR 310,000 and the costs for the arbitration, EUR 166,150.

Espoo, July 3, 2024

INNOFACTOR PLC

Sami Ensio, CEO


Additional information:
Sami Ensio, CEO
Innofactor Plc
Tel. +358 50 584 2029
sami.ensio@innofactor.com

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


Innofactor Plc Inside Information, on 22 May, 2024, at 16:22 Finnish time

Keva has chosen Innofactor to provide expert work and support services related to the development of their Microsoft Dynamics 365 services.

The value stated in Keva's procurement decision, excluding value-added tax, for the total duration of the 4-year contract is 1,400,000 euros.

Keva is Finland’s largest pension provider and it administers the pensions of local government, State, Evangelical Lutheran Church, Kela, Bank of Finland and wellbeing services counties employees. Keva aims to improve well-being at work, enhance work ability of the employees, increase productivity and decrease costs from incapacity to work by providing services to employers in the public sector.

The decision is legally binding after the expiration of the appeal period according to the procurement law.

Espoo, 22.5.2024

INNOFACTOR PLC

Sami Ensio, CEO

Additional information:
Sami Ensio, CEO
Innofactor Plc
Tel. +358 50 584 2029
sami.ensio@innofactor.com

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 over 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 #HybridWork #PeopleFirst #CreatingSmiles


Innofactor Plc Managers' Transactions, on May 2, 2024, at 12:20 Finnish time

Innofactor Oyj - Managers' Transactions

____________________________________________

Person subject to the notification requirement
Name: Heikki Nikku
Position: Member of the Board/Deputy member
Issuer: Innofactor Oyj
LEI: 7437008OSKQFEDZYD835
Notification type: INITIAL NOTIFICATION
Reference number: 60894/4/4

____________________________________________

Transaction date: 2024-05-02
Outside a trading venue
Instrument type: SHARE
ISIN: FI0009007637
Nature of transaction: RECEIPT OF A SHARE-BASED INCENTIVE

Transaction details
(1): Volume: 11407 Unit price: 0 EUR

Aggregated transactions (1):
Volume: 11407 Volume weighted average price: 0 EUR

Espoo, May 2, 2024

INNOFACTOR PLC

Eija Theis, General Counsel

Additional information:
Eija Theis, General Counsel
Innofactor Plc
Tel. +358 44 343 4278
eija.theis@innofactor.com

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 over 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 #HybridWork #PeopleFirst #CreatingSmiles


Innofactor Plc Managers' Transactions, on May 2, 2024, at 12:20 Finnish time

Innofactor Oyj - Managers' Transactions

____________________________________________

Person subject to the notification requirement
Name: Anna Lindén
Position: Member of the Board/Deputy member
Issuer: Innofactor Oyj
LEI: 7437008OSKQFEDZYD835
Notification type: INITIAL NOTIFICATION
Reference number: 60907/4/4

____________________________________________

Transaction date: 2024-05-02
Outside a trading venue
Instrument type: SHARE
ISIN: FI0009007637
Nature of transaction: RECEIPT OF A SHARE-BASED INCENTIVE

Transaction details
(1): Volume: 22814 Unit price: 0 EUR

Aggregated transactions (1):
Volume: 22814 Volume weighted average price: 0 EUR

Espoo, May 2, 2024

INNOFACTOR PLC

Eija Theis, General Counsel

Additional information:
Eija Theis, General Counsel
Innofactor Plc
Tel. +358 44 343 4278
eija.theis@innofactor.com

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 over 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 #HybridWork #PeopleFirst #CreatingSmiles

 


Innofactor Plc Managers' Transactions, on May 2, 2024, at 12:20 Finnish time

Innofactor Oyj - Managers' Transactions

____________________________________________

Person subject to the notification requirement
Name: Sami Ensio
Position: Chief Executive Officer
Issuer: Innofactor Oyj
LEI: 7437008OSKQFEDZYD835
Notification type: INITIAL NOTIFICATION
Reference number: 60904/4/4

____________________________________________

Transaction date: 2024-05-02
Outside a trading venue
Instrument type: SHARE
ISIN: FI0009007637
Nature of transaction: RECEIPT OF A SHARE-BASED INCENTIVE

Transaction details
(1): Volume: 11407 Unit price: 0 EUR

Aggregated transactions (1):
Volume: 11407 Volume weighted average price: 0 EUR

Espoo, May 2, 2024

INNOFACTOR PLC

Eija Theis, General Counsel

Additional information:
Eija Theis, General Counsel
Innofactor Plc
Tel. +358 44 343 4278
eija.theis@innofactor.com

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 over 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 #HybridWork #PeopleFirst #CreatingSmiles

 


Innofactor Plc Changes in company’s own shares, on May 2, 2024, at 12:15 Finnish time

On May 2, 2024, Innofactor Plc has transferred a total of 45,628 of its own shares held by the company to the members of the Board of Directors as part of their remuneration, in accordance with the decision made at the Annual General Meeting held on March 27, 2024.

The share-based board member incentive has been paid using the closing price of the share on the publication date of the interim report for January 1 – March 31, 2024, which is April 23, 2024.

As a result of these transfers, the share-based board member incentive has been fully paid off. Following the transfer, Innofactor holds a total of 554,372 shares.

Espoo, May 2, 2024

INNOFACTOR PLC

Eija Theis, General Counsel

Additional information:
Eija Theis, General Counsel
Innofactor Plc
Tel. +358 44 343 4278
eija.theis@innofactor.com

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 over 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 #HybridWork #PeopleFirst #CreatingSmiles


Innofactor Plc Interim Report April 23, 2024, at 9:00 Finnish time

Innofactor increased its net sales in the first quarter of 2024 in spite of the continued challenging market situation  

January–March 2024 in brief:

  • Net sales were approximately EUR 21.2 million (2023: 20.2), representing an increase of 4.8%
  • The operating margin was approximately EUR 2.6 million (2023: 2.5), which shows an increase of 4.6%
  • Operating profit was EUR 1.8 million (2023: 1.7), representing an increase of 7.3%
  • The order backlog at the end of the review period was EUR 68.8 million (2023: 76.3),
    representing a decrease of 9.8%
Key figures of the group, IFRS      
       
. Jan 1–Mar 31, 2024 Jan 1–Mar 31, 2023 Change
Net sales, EUR thousand 21,186 20,223 4.8%
Growth of net sales 4.8% 19.2%  
Operating result before depreciation and amortization (EBITDA), EUR thousand 2,601 2,487 4.6%
percentage of net sales 12.3% 12.3%  
Operating profit/loss (EBIT), EUR thousand 1,836 1,712 7.3%
percentage of net sales 8.7% 8.5%  
Earnings before taxes, EUR thousand 1,743 1,311 33.0%
percentage of net sales 8.2% 6.5%  
Earnings, EUR thousand 1,378 1,036 32.9%
percentage of net sales 6.5% 5.1%  
Order backlog 68,819 76,293 -9.8%
Net gearing 19.2% 33.1% -13.9%
Net gearing without IFRS 16 8.8% 16.4% -7.5%
Equity ratio 53.9% 47.3% 6.7%
Equity ratio without IFRS 16 57.1% 51.3% 5.8%
Active personnel on average during the review period* 579 567 2.1%
Active personnel at the end of the review period* 583 572 1.9%
Earnings per share (EUR) 0.04 0.03 32.9%

*) Innofactor Group monitors the number of active personnel. The number of active personnel does not include employees who are on leave for more than three months.

Innofactor’s future outlook for 2024

Innofactor’s net sales and operating margin (EBITDA) in 2024 are estimated to increase from 2023, during which net sales were EUR 80.3 million and the operating margin was EUR 9.1 million.

CEO Sami Ensio’s review: We continue to adapt our operations due to the continued challenging market situation

Net sales in the first quarter of 2024 amounted to EUR 21.2 million, representing year-on-year growth of 4.8 percent. The operating margin (EBITDA) increased by 4.6 percent year-on-year to EUR 2.6 million (12.3 percent of net sales), and was positive in Finland and Norway. The order backlog at the end of the quarter amounted to EUR 68.8 million, representing a year-on-year decrease of 9.8 percent.

In accordance with our previous assessment, the market situation remained challenging in the first quarter of 2024. New sales were challenging during the first quarter, but we were successful in our sales activities particularly with regard to the extensions of existing customer accounts. Our invoicing rate fell short of our target due to the challenging demand situation.

We are confident that the market conditions will improve and we want to maintain our competitiveness when demand turns to growth again. In our tendering activities, we have not priced our services below our cost. We are adapting our operations with a conservative approach. We have reduced, and continue to reduce, the use of subcontracting, especially in Finland and Sweden. In the second quarter, we will reduce the number of our personnel by approximately 20 percent in Sweden, where profitability has been weak for an extended period of time and the challenging market situation has further exacerbated the situation.

Innofactor’s aim is to be the leading provider of organizations’ digital transformation in each of the Nordic countries. We believe in our chosen Nordic strategy and in reaching our long-term goals. This requires perseverance and determination from the company's management and employees as well as investors. Innofactor is still actively looking for new strategic partnerships in the Nordic countries. The Group’s goal is to grow both organically and through acquisitions.

Strategy and its realization in the review period

Innofactor’s strategy comprises our purpose, mission, vision, strategic choices, values, working principle, and long-term financial goals.

Our purpose: Innovating to make the world work better

Our mission: Driving the modern digital organization

Our vision: Leading Nordic digital transformation partner in the Microsoft ecosystem

Our strategic choices:

  • The most competent Nordic teams
  • Productized and specialized offering
  • Proactive and agile way of working
  • Innovation with top customers

Our values:

  • Accountability
  • Empowerment
  • Innovation
  • Customer

Our working principle: Our principle is to put people first in everything we do. We want to provide solutions that make our customers’ everyday work and life run smoothly and bring a smile to their faces.

Employer Value Proposition: Be the real you

Our long-term financial goals:

  • To achieve annual growth of about 20 percent, the majority of which is intended to be achieved by organic growth
  • To achieve about 20 percent EBITDA in relation to the net sales
  • To keep the cash flow positive and secure good financial standing in all situations.

Innofactor’s net sales in the first quarter amounted to EUR 21.2 million (2023: 20.2), which shows an increase of 4.8 percent compared to the previous year. Achieving the net sales growth target is challenging at present due to the prevailing weak market situation. Innofactor aims to continue to take measures to support stronger net sales growth going forward.

The operating margin (EBITDA) was 12.3 percent of net sales (2023: 12.3%). In the period under review, the operating margin increased by 4.6 percent year-on-year. Profitability has remained at the previous level, and attention and efforts by the management are needed to reach the long-term target of approximately 20 percent.

Innofactor’s operating cash flow for the review period January 1–March 31, 2024, was EUR 4.4 million (2023 Q1: EUR 3.9 million) and the equity ratio at the end of the review period was 53.9 percent (2023: 47.3 percent). Innofactor's high equity ratio and strong operating cash flow supports the company’s strategic goal of profitable growth and securing a solid financial standing in all situations.

Espoo, April 23, 2024

INNOFACTOR PLC

Board of Directors

Additional information:
CEO Sami Ensio, Innofactor Plc
tel. +358 50 584 2029
sami.ensio@innofactor.com

Briefings concerning the Interim Report for January 1–March 31, 2024

Innofactor will publish its Interim Report for January–March 2024 on Tuesday, April 23, 2024, at approximately 9:00 Finnish time.

A briefing in Finnish concerning the Interim Report will be held for media, investors and analysts on the same day at 10:00 Finnish time, at the company’s premises at Keilaranta 9, Espoo. The report will be presented by CEO Sami Ensio. The corresponding video conference in English will be held at 12 noon Finnish time. The report will be presented by CFO Antti Rokala.

Please register for the briefing in advance by sending an e-mail to ir@innofactor.com.

The presentation materials will be available on Innofactor’s website after the briefing.

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 over 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 #HybridWork #PeopleFirst #CreatingSmiles

 

Attachment


Innofactor Plc Stock Exchange Release March 27, 2024, at 11:30 Finnish time

Adopting the accounts and the group's financial statement and granting the members of the Board of Directors and the Chief Executive Officer discharge from liability

The Annual General Meeting (AGM) of Innofactor Plc held on March 27, 2024, resolved to adopt the accounts and the group's financial statement for the financial period that ended on December 31, 2023, and granted the members of the Board of Directors and the Chief Executive Officer discharge from liability for the financial period that ended on December 31, 2023.

Deciding on the use of the profit shown on the balance sheet and the payment of dividend

The AGM decided, in accordance with the proposal of the Board of Directors, that no dividend will be paid for the financial period of 2023.

The AGM decided on a repayment of capital of EUR 0,07 per share to be paid. The repayment of capital shall be paid to shareholders who on the record date of the capital repayment on April 2, 2024 are recorded in the company’s shareholders’ register held by Euroclear Finland Oy. Repayment of capital is paid on April 9, 2024.

The Annual General Meeting also authorized the Board of Directors to decide, at its discretion, on the potential distribution of assets to shareholders, should the company's financial status permit this, as repayment of capital from the invested unrestricted equity fund. The maximum distribution of assets performed on the basis of this authorization totals 2 544 058 EUR. The authorization includes the right of the Board of Directors to decide on all other terms and conditions relating to said asset distribution. The authorization remains valid until the start of the next Annual General Meeting.

Remuneration policy

The AGM decided to be in favour of the remuneration policy for the governing bodies presented by the Board.

Remuneration report

The AGM decided to be in favour of the remuneration report for the governing bodies presented by the Board of Directors.

Board of Directors' remuneration

The AGM decided that the Chairman of the Board of Directors shall be paid a fee totaling EUR 60,000 per year and the other members of the Board of Directors shall be paid a fee totaling EUR 30,000 per year. No separate fees for meetings shall be paid. Half of the fee (50%) shall be paid monthly in cash and the other half (50%) as shares of Innofactor Plc. The shares shall be handed over to the members of the Board of Directors and, if necessary, be acquired from public trading directly on behalf of the members within two weeks of publishing the interim report of Innofactor Plc for January 1–March 31, 2024. In case shares will not be acquired due to a reason arising from the company or the Board member, the entire fee will be paid in cash. Innofactor Plc requires the members of the Board of Directors to keep the shares, which they have received as part of the fees, for the duration of their membership in the Board of Directors.

Composition of the Board of Directors

The AGM decided that the Board of Directors shall have four members. Mr. Sami Ensio, Ms. Anna Lindén and Mr. Risto Linturi and Mr. Heikki Nikku were re-elected as members to the Board of Directors.

At the organizing meeting held after the AGM, Anna Lindén was elected as Chairman of the Board.

The Board elected Anna Lindén as the chairman of the remuneration committee and Risto Linturi and Heikki Nikku as its members.

Election and remuneration of the auditor

Ernst & Young Oy, Authorized Public Accounting Firm, was elected as the auditor for the company. Ernst & Young Oy has stated that it will appoint Mr. Juha Hilmola, Authorized Public Accountant, as the auditor with principal responsibility. It was decided that the auditing fee shall be paid according to reasonable invoice.

Authorizing of the Board of Directors to decide on the acquisition of own shares

The AGM accepted the Board of Directors’ proposal to grant the Board authorization to decide on acquisition of own shares with following presumptions:

The Annual General Meeting authorizes the Board of Directors to decide acquisition of a maximum of 3,600,000 shares in one or several parts with the company’s own capital (the company currently has a total of 36 343 691 shares). The authorization entitles the Board to deviate from the shareholders' proportional shareholdings (directed acquisition). Own shares can be acquired at a price formed in public trading on the date of the acquisition or at a price otherwise formed on the market.

The shares may be used to carry out acquisitions or other arrangements pertaining to the company’s business operations, to develop the capital structure of the company, as part of the incentive plans, or to be otherwise invalidated or conveyed. In connection with the share repurchase ordinary derivative, stock lending, and other agreements may be made in the market in accordance with the laws and regulations.

The authorization includes the right for the Board of Directors to decide on all other matters related to the acquisition of shares. The authorization is valid until June 30, 2025.

This authorization replaces all earlier authorizations of the Board of Directors pertaining to the acquisition of own shares.

Authorization to decide on share issue as well as to grant option rights and other special rights entitling to shares

The General Meeting accepted the Board of Directors’ proposal to grant the Board authorization to decide on share issue as well as to grant option rights and other special rights entitling to shares with the following presumptions:

The General Meeting accepted the Board of Directors’ proposal to authorize the Board to decide on issuance of a maximum of 3,600,000 shares and granting of a maximum of 3,600,000 of the company’s own shares in one or several parts (the company currently has a total of 36 343 691 shares).

The shares could be issued either against a payment or without payment on the basis of conditions set by the Board of Directors and, for the part of an issue against payment, at the price defined by the Board of Directors.

The authorization also gives the Board of Directors the right to grant option rights and special rights— as defined in Chapter 10, Section 1 of the Finnish Companies Act—which entitle, against payment, to new shares or company shares in the company's possession. A right may also be given to a creditor in such manner that the right includes a condition that the creditor's receivable is used to set off the subscription price (convertible loan). The subscription price of the new shares and the amount paid for the company's own shares will be added to the fund for invested unrestricted equity.

The authorization entitles the Board to deviate from the from the pre-emptive subscription rights of the existing shareholders, provided that the company has an important financial reason to do so, as regards the issue against payment, and that there is an especially important reason for the company and the good of the shareholders to do so, as regards the free issue. Within the limits set above, the authorization could be used, for example, to develop the capital structure, to widen the ownership base, in making a payment for an acquisition, when the company buys property related to its business operations, or incentive or reward program for employees and management at Innofactor group. New issue or transfer of own shares could also be used as a contribution in kind or when using the set-off right.

In addition, the authorization include also the right to decide on a share issue without payment to the company itself in such a manner that, after the issue, the number of shares in the company's possession is at the maximum one tenth of the total number of shares in the company. This number includes the shares in the possession of the company and its subsidiaries as defined in Chapter 15, Section 11, subsection 1 of the Finnish Companies Act.

The Board of Directors will decide on all other matters related to the authorization. The authorization is valid until June 30, 2025.

This authorization replaces all earlier authorizations of the Board of Directors related to issuance of shares and granting of the company’s own shares.

Other

15,264,536 of the company's shares and votes were present at the AGM. The decisions of the meeting were made unanimously according to the proposals of the Board of Directors.

The minutes of the Annual General Meeting will be available on Innofactor Plc's web site at https://www.innofactor.com/invest-in-us/general-meeting/ as of April 10, 2024, at the latest.

Espoo, March 27, 2024

INNOFACTOR PLC

Board of Directors

Additional information:
Sami Ensio, CEO
Innofactor Plc
Tel. +358 50 584 2029
sami.ensio@innofactor.com


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 over 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 #HybridWork #PeopleFirst #CreatingSmiles



Innofactor Plc Annual Financial Report, on March 6, 2024, at 9:00 Finnish time

Innofactor Annual Report for 2023 has been published as a PDF file on the company's website: www.innofactor.com/invest-in-us/releases-publications-and-reports/#annual-reports. The Annual Report includes the Financial Statement and the Report of the Board of Directors.

Innofactor has published the Financial Statement and the Report of the Board of Directors in accordance with European Single Electronic Format (ESEF) reporting requirements with the format of the report being Extensible Hypertext Markup Language (XHTML). In line with the ESEF requirements, the primary statements and notes have been labelled with XBRL tags. These XBRL tags have not been subject to audit. The XHTML file is available on www.innofactor.com/invest-in-us/releases-publications-and-reports/#annual-reports.

Innofactor's Corporate Governance Statement for the Financial Period 2023 has been published separately from the Annual Report on the company's website: https://www.innofactor.com/invest-in-us/corporate-governance/.

The Remuneration Report for the Financial Period 2023 has been published on the company's website: www.innofactor.com/invest-in-us/corporate-governance/#compensations.

The Annual Report, the Corporate Governance Statement, the Remuneration Report, and the Financial Statement and the Report of the Board of Directors as an XHTML file are also attached to this release.

To order a print copy in Finnish, please email ir@innofactor.com.

Espoo, March 6, 2024

INNOFACTOR PLC

Sami Ensio, CEO

 

Additional information:
Sami Ensio, CEO
Innofactor Plc
Tel. +358 50 584 2029
sami.ensio@innofactor.com

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 over 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 #HybridWork #PeopleFirst #CreatingSmiles

Attachments

 

Attachments


Innofactor Plc Notice to general meeting, on February 8, 2024, at 9:05 Finnish time

The shareholders of Innofactor Plc are invited to the Annual General Meeting on Wednesday, March 27, 2024, at 9:00 AM at Innofactor Plc's office, Keilaranta 9, Espoo, Finland. The reception of persons who have registered for the meeting and distribution of voting slips will commence at 8:30 AM at the meeting location.

A. Matters on the agenda of the General Meeting

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinize the minutes and to supervise the counting of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the annual accounts, the report of the Board of Directors and the auditor's report for the year 2023

Review by the CEO.

7. Adoption of the annual accounts

8. Resolution on the use of the profit shown on the balance sheet and authorization of the Board of Directors to decide on the distribution of assets

The Board of Director’s proposes that no dividend will be paid for the financial year 2023.

The Board of Directors proposes that for the financial period of 2023 repayment of capital of EUR 0,07 per share is paid. The repayment of capital shall be paid to shareholders who on the record date of the capital repayment on April 2, 2024 are recorded in the company’s shareholders’ register held by Euroclear Finland Oy. Repayment of capital is paid on April 9, 2024.

The Board of Directors also proposes that the General Meeting authorize the Board of Directors to decide, at its discretion, on the potential distribution of assets to shareholders, should the company's financial status permit this, as repayment of capital from the invested unrestricted equity fund. The maximum distribution of assets performed on the basis of this authorization totals 2 544 058 EUR. It is proposed that the authorization include the right of the Board of Directors to decide on all other terms and conditions relating to said asset distribution. It is also proposed that the authorization remain valid until the start of the next Annual General Meeting.

9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability

10. Presentation and adoption of the remuneration policy

Annual General Meeting’s advisory resolution for approval of the remuneration policy.

The policy is available on the company’s website www.innofactor.com/invest-in-us/general-meeting/.

11. Presentation and adoption of the remuneration report

Annual General Meeting’s advisory resolution for approval of the remuneration report.

The report is available on the company’s website www.innofactor.com/invest-in-us/general-meeting/ on March 6, 2024 at latest.

12. Resolution on the remuneration of the members of the Board of Directors

The Board of Directors proposes in accordance with the Remuneration Committee’s submission that the Chairman of the Board of Directors shall be paid a fee totaling EUR 60,000 per year and the other members of the Board of Directors shall be paid a fee totaling EUR 30,000 per year. No separate fees for meetings shall be paid. Half of the fee (50%) shall be paid monthly in cash and the other half (50%) as shares of Innofactor Plc. The shares shall be handed over to the members of the Board of Directors and, if necessary, be acquired from public trading directly on behalf of the members within two weeks of publishing the interim report of Innofactor Plc for January 1–March 31, 2024. In case shares will not be acquired due to a reason arising from the company or the Board member, the entire fee will be paid in cash. Innofactor Plc requires the members of the Board of Directors to keep the shares, which they have received as part of the fees, for the duration of their membership in the Board of Directors.

13. Resolution on the number of members of the Board of Directors

The Board of Directors proposes that the number of the members of the Board of Directors be confirmed to four (4).

14. Election of the members of the Board of Directors

The Board of Directors proposes that Mr. Sami Ensio, Ms. Anna Lindén, Mr. Risto Linturi and Mr. Heikki Nikku are re-elected as members of the Board of Directors. The members of the Board of Directors will be elected for a one-year term and their term of office will be continuing until the closure of the next Annual General Meeting. All nominees have given their consent to the election. Detailed presentation of the nominees can be found on the company’s website www.innofactor.com/invest-in-us/general-meeting/.

The Board of Directors has decided on its proposal after discussing the matter with the largest shareholders of the company.

15. Resolution on the auditor's fee

The Board of Directors proposes that the auditor's fee be paid according to reasonable invoice.

16. Election of the auditor

The Board of Directors proposes that Ernst & Young Oy, Authorized Public Accounting Firm, be re-elected as the auditor for a term that will continue until the end of the next Annual General Meeting. Ernst & Young Oy has notified that it will appoint Juha Hilmola, Authorized Public Accountant, as the lead audit partner.

17. Authorization of the Board of Directors to decide on acquisition of own shares

The Board of Directors proposes the General Meeting to authorize the Board to decide on acquisition of own shares with following presumptions:

The General Meeting authorizes the Board of Directors to decide on acquisition of a maximum of 3,600,000 shares in one or several parts with the company’s own capital (the company currently has a total of 36 343 691 shares). The Board of Directors proposes that the authorization entitles the Board to deviate from the shareholders' proportional shareholdings (directed acquisition). Own shares can be acquired at a price formed in public trading on the date of the acquisition or at a price otherwise formed on the market.

The shares may be used to carry out acquisitions or other arrangements pertaining to the company’s business operations, to develop the capital structure of the company, as part of the incentive plans, or to be otherwise invalidated or conveyed. In connection with the share repurchase ordinary derivative, stock lending, and other agreements may be made in the market in accordance with the laws and regulations.

The authorization is proposed to include the Board of Directors to decide on all other matters related to the acquisition of shares.

The authorization would be valid until June 30, 2025.

This authorization shall replace all earlier authorizations of the Board of Directors pertaining to the acquisition of own shares.

18. Authorization to decide on share issue as well as to grant option rights and other special rights entitling to shares

The Board of Directors proposes the General Meeting to authorize the Board to decide on issuance of a maximum of 3,600,000 shares and granting of a maximum of 3,600,000 of the company’s own shares in one or several parts (the company currently has a total of 36 343 691 shares).

The shares could be issued either against a payment or without payment on the basis of conditions set by the Board of Directors and, for the part of an issue against payment, at the price defined by the Board of Directors.

The authorization also gives the Board of Directors the right to grant option rights and special rights—as defined in Chapter 10, Section 1 of the Finnish Companies Act—which entitle, against payment, to new shares or company shares in the company's possession. A right may also be given to a creditor in such manner that the right includes a condition that the creditor's receivable is used to set off the subscription price (convertible loan). The subscription price of the new shares and the amount paid for the company's own shares will be added to the fund for invested unrestricted equity.

The Board of Directors proposes that the authorization entitles the Board to deviate from the pre-emptive subscription rights of the existing shareholders, provided that the company has a weighty financial reason to do so, as regards the issue against payment, and that there is an especially weighty financial reason for the company and the good of the shareholders to do so, as regards the free issue. Within the limits set above, the authorization could be used, for example, to develop the capital structure, to widen the ownership base, in making a payment for an acquisition, when the company buys property related to its business operations, or incentive or reward program for employees and management at Innofactor group. New issue or transfer of own shares could also be used as a contribution in kind or when using the set-off right.

In addition, the Board of Directors proposes that the authorization include also the right to decide on a share issue without payment to the company itself in such a manner that, after the issue, the number of shares in the company's possession is at the maximum one tenth of the total number of shares in the company. This number includes the shares in the possession of the company and its subsidiaries as defined in Chapter 15, Section 11, subsection 1 of the Finnish Companies Act.

The Board of Directors will decide on all other matters related to the authorization.

This authorization would be valid until June 30, 2025.

This authorization shall replace all earlier authorizations of the Board of Directors related to issuance of shares and granting of the company’s own shares.

19. Closing the meeting

B. Documents of the General Meeting

This notice to the meeting is available on Innofactor Plc's web site at www.innofactor.com/invest-in-us/general-meeting/. Innofactor Plc's annual accounts, the report of the Board of Directors and auditing report will be available on Wednesday, March 6, 2024, at the latest, at www.innofactor.com/invest-in-us/releases-publications-and-reports/. The above mentioned documents will also be available at the General Meeting. The minutes of the General Meeting will be available within two weeks of the meeting at www.innofactor.com/invest-in-us/general-meeting/.

C. Instructions for the participants of the General Meeting

1. Shareholder registered in the shareholders' register

Each shareholder, who is registered in the shareholders' register of the company, held by Euroclear Finland Ltd., by Friday, March 15, 2024, has the right to attend the General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders' register of the company. A shareholder, who is registered in the shareholders' register of the company and who wants to attend the General Meeting, shall register for the meeting no later than on Friday, March 22, 2024, at 10:00 AM at which time the registration must have been received.

Registration to the General Meeting can be done:

a) by email: yhtiokokous@innofactor.fi;

b) by telephone: +358 40 808 5266 (CEO's assistant Anu Vänni), Monday–Friday at 10 AM–4 PM; or

c) by mail: Innofactor Plc, General Meeting, Keilaranta 9, 02150 Espoo, Finland.

In connection with the registration, a shareholder shall state his/her name, personal identification number/company number, address, telephone number, and the name of a possible representative, assistant or proxy representative and the personal identification number of the representative or proxy representative.

The personal information given to Innofactor Plc is used only in connection with the General Meeting and the processing of the necessary registrations related to it.

At the location of the meeting, the shareholder or his/her representative or proxy representative shall be able to present proof of identity and/or right to represent, if necessary.

2. Holders of nominee registered shares

Holder of nominee registered shares shall have the right to attend the General Meeting on the basis of those shares, which would give him/her the right to be registered in the shareholders' register, maintained by Euroclear Finland Ltd., on Friday, March 15, 2024. Attending the meeting also requires that these shareholder's shares are temporarily registered in the shareholders' register, maintained by Euroclear Finland Ltd., on Friday, March 22, 2024, at 10:00 AM at the latest. For nominee registered shares, this is considered as registration for the General Meeting.

A holder of nominee registered shares is advised to request without delay the necessary instructions regarding the temporary registration in the shareholders' register of the company, the issuing of proxy documents and the registration for the General Meeting from his/her custodian bank. The account manager of the custodian bank shall register a holder of nominee registered shares, who wants to attend the General Meeting, to be temporarily entered into the shareholders’ register of the company at the latest on the date and time specified above.

3. Proxy representatives and powers of attorney

A shareholder may attend the General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting. When a shareholder attends the General Meeting by means of several proxy representatives representing the shareholder with shares on different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.

Possible proxy documents are requested to be delivered in originals to "Innofactor Plc, General Meeting, Keilaranta 9, 02150 Espoo, Finland" before the end of the registration period.

4. Other instructions and information

Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the meeting.

On the date of this notice of the meeting, February 8, 2024, Innofactor Plc has a total of 36 343 691 shares of one type and representing an equal amount of votes.

We welcome the shareholders to the Annual General Meeting.

Espoo, February 8, 2024

INNOFACTOR PLC

Board of directors

Additional information:
Sami Ensio, CEO
Innofactor Plc
Tel. +358 50 584 2029
sami.ensio@innofactor.com

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 over 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 #HybridWork #PeopleFirst #CreatingSmiles

Attachment


Innofactor Plc Financial Statement February 8, 2024, at 9:00 a.m. Finnish time

Innofactor’s full-year net sales for 2023 grew by 12.8 percent and exceeded EUR 80 million for the first time – EBITDA also increased to an all-time high of over EUR 9 million

October–December 2023 in brief:

  • Net sales were approximately EUR 21.9 million (2022: 20.5), representing an increase of 6.8%
  • The operating margin was approximately EUR 2.9 million (2022: 2.6), which shows an increase of 10.2%
  • Operating profit was EUR 1.9 million (2022: 1.8), representing an increase of 7.0%
  • The order backlog at the end of the review period was EUR 71.6 million (2022: 75.8),
    representing a decrease of 5.6%
    • We transferred part of the order backlog to the framework agreement backlog, which had a value of EUR 29.8 million at the end of the quarter (2022: 18.9)
  • Innofactor received several significant orders in the fourth quarter, for example:
    • Continued development and maintenance of IF Metall’s membership management system, approximately EUR 1.6 million
    • A comprehensive system delivery to Tampereen Infra Oy, EUR 1.6 million

January–December 2023 in brief:

  • Net sales were approximately EUR 80.3 million (2022: 71.1), which shows an increase of 12.8%
    • Of the growth, approximately 9.1% was organic, excluding the Invenco acquisition of June 30, 2022
  • The operating margin was approximately EUR 9.1 million (2022: 7.8), representing an increase of 16.6%
  • Operating profit was EUR 5.8 million (2022: 4.8), which shows an increase of 22.8%

Key figures of the group, IFRS

. Oct 1–Dec 31, 2023 Oct 1–Dec 31, 2022 Change   Jan 1–Dec 31, 2023 Jan 1–Dec 31, 2022 Change
Net sales, EUR thousand 21,930 20,536 +6.8%   80,263 71,130 +12.8%
Growth of net sales 6.8% 17.1%     12.8% 7.2%  
Operating result before depreciation and amortization (EBITDA), EUR thousand 2,879 2,612 +10.2%   9,101 7,808 +16.6%
percentage of net sales 13.1% 12.7%     11.3% 11.0%  
Operating profit/loss (EBIT), EUR thousand 1,931 1,805 +7.0%   5,835 4,751 +22.8%
percentage of net sales 8.8% 8.8%     7.3% 6.7%  
Earnings before taxes, EUR thousand 1,623 1,678 -3.3%   5,174 4,178 +23.9%
percentage of net sales 7.4% 8.2%     6.4% 5.9%  
Earnings, EUR thousand 878 1,328 -33.9%   3,438 3,320 3.6%
percentage of net sales 4.0% 6.5%     4.3% 4.7%  
Order backlog 71,555 75,831 -5.6%   71,555 75,831 -5.6%
Net gearing 36.1% 50.0% -13.9%   36.1% 50.0% -13.9%
Net gearing without IFRS 16 23.1% 30.0% -6.9%   23.1% 30.0% -6.9%
Equity ratio 48.3% 44.8% +3.5%   48.3% 44.8% +3.5%
Equity ratio without IFRS 16 51.5% 49.2% +2.3%   51.5% 49.2% +2.3%
Active personnel on average during the review period* 581 562 +3.4%   578 536 +7.8%
Active personnel at the end of the review period* 581 564 +3.0%   581 564 +3.0%
Earnings per share (EUR) 0.02 0.04 -33.9%   0.09 0.09 3.6%

*) In accordance with IFRS 3, the operating result for October 1–December 31, 2023, includes EUR 184 thousand (2022: 55), and the operating result for January 1–December 31, 2023, EUR 359 thousand (2022: 277) in depreciations related to acquisitions, consisting of allocations of the purchase price to intangible assets.

**) The Innofactor Group monitors the number of active personnel. The number of active personnel does not include employees who are on leave for more than three months.

Innofactor’s future outlook for 2024

Innofactor’s net sales and operating margin (EBITDA) in 2024 are estimated to increase from 2023, during which net sales were EUR 80.3 million and the operating margin was EUR 9.1 million.

CEO Sami Ensio’s review: We achieved a good result in the fourth quarter and for the full year in spite of the challenging market situation

Our net sales in the fourth quarter of 2023 amounted to EUR 21.9 million, representing year-on-year growth of 6.8 percent. Net sales increased in Finland and, denominated in the local currency, in Norway. Net sales decreased in Sweden and Denmark. Net sales per employee increased by 3.3 percent. The operating margin (EBITDA) increased by 10.2 percent year-on-year and came to EUR 2.9 million (13.1 percent of net sales). In the fourth quarter of 2023, EBITDA was positive in Finland but negative in the other countries. The order backlog at the end of the quarter amounted to EUR 71.6 million (2022: 75.8), representing a year-on-year decrease of 5.6 percent. We transferred part of the order backlog to the framework agreement backlog, which had a value of EUR 29.8 million at the end of the quarter (2022: 18.9).

Net sales for the full year 2023 totaled EUR 80.3 million, representing year-on-year growth of 12.8 percent. The operating margin (EBITDA) operationally was EUR 9.1 million (11.3 percent of net sales). We achieved good business growth in Finland and Norway in 2023, and profitability was positive in those countries. In Sweden and Denmark, net sales decreased in 2023 and profitability was negative. Our goal is to achieve a turnaround in growth and profitability in Sweden and Denmark in 2024. In the Information and Case Management solution area, which is based on our Dynasty product, we achieved growth of 29.8 percent in 2023 and the EBITDA was 29.0 percent in spite of the fact that the solution area is allocated product development costs amounting to 14.6 percent of net sales on a cost basis. Net sales of SaaS and licenses represent 60.9 percent of the solution area’s net sales. Net sales of SaaS and licenses increased by 31.9 percent in 2023. Innofactor reached record-high net sales and EBITDA in 2023.

Price competition in the markets remained intense in the fourth quarter of 2023, although the weighted average prices of new contracts continued to increase slightly from the preceding quarter. We expect customer prices to continue to increase in 2024, although we predict that the situation will remain challenging at least for the first half of the year.

Our sales performance was excellent in the fourth quarter. Among other contracts, we signed a contract to continue the development, maintenance and support of IF Metall’s membership management system in Sweden, valued at approximately EUR 1.6 million, and a contract on a comprehensive system delivery to Tampereen Infra Oy in Finland, valued at approximately EUR 1.6 million. In spite of the challenging competitive situation, we were able to even slightly increase our average selling price in 2023 compared to 2022. Our strong order backlog, framework agreements and other purchases by existing customers enable Innofactor to operate profitably.

In 2023, we managed to increase the share of SaaS and licenses to approximately 31.5 percent of net sales, compared to approximately 27.3 percent in the previous year. Increasing the share of SaaS and licenses is one of our key strategic objectives, and our target is to increase it to over 33 percent in the long term.

In 2023, Innofactor published a sustainability strategy, which is divided into four areas: we innovate for good, we are fair, we put people first, and we build trust.

Innofactor’s strength lies in our highly competent and motivated personnel. In 2023, we strengthened our team, trained our personnel, completed certifications and developed our organization and management style. Innofactor’s company-specific collective agreement for Finland was signed in early 2023. The aim of the company-specific collective agreement is to make it possible to agree on issues that are important to our personnel, and to have a more straightforward and easy-to-understand collective agreement that reflects us as a company and supports our values. At the end of 2023, we established a personnel bonus fund. Our employees can transfer their performance bonuses to the fund, and bonuses transferred to the fund are subject to increases. In accordance with its rules, the fund invests in Innofactor Plc’s shares.

Generative artificial intelligence (ChatGPT, Microsoft Azure Open AI and Microsoft Copilot) received growing attention in the market in 2023. Generative AI presents our customers – and Innofactor – with significant opportunities for improving operational efficiency. Above all, it opens up significant new business opportunities for Innofactor, and we have quickly developed new offerings in response to these opportunities. We see Copilot for Microsoft 365 as particularly significant, as we expect it will enable us to grow our business in co-operation with our main partner Microsoft.

Innofactor’s aim is to be the leading provider of organizations’ digital transformation in each of the Nordic countries. We believe in our chosen Nordic strategy and in reaching our long-term goals. This requires perseverance and determination from the company's management and employees as well as investors. Innofactor is still actively looking for new strategic partnerships in the Nordic countries. The Group’s goal is to grow both organically and through acquisitions.

I am pleased that we were able to use our distributable funds to purchase our own shares in 2023 and will be able to distribute funds to our shareholders for the year 2023 in accordance with our dividend policy at EUR 0.06 per share (2022: EUR 0.08 per share). I want to take this opportunity to thank our customers, partners, employees, and investors for the year 2023.

Strategy and its realization in the review period

Innofactor’s strategy comprises our purpose, mission, vision, strategic choices, values, working principle, and long-term financial goals.

Our purpose: Innovating to make the world work better

Our mission: Driving the modern digital organization

Our vision: Leading Nordic digital transformation partner in the Microsoft ecosystem

Our strategic choices:

  • The most competent Nordic teams
  • Productized and specialized offering
  • Proactive and agile way of working
  • Innovation with top customers

Our values:

  • Accountability
  • Empowerment
  • Innovation
  • Customer

Our working principle: Our principle is to put people first in everything we do. We want to provide solutions that make our customers’ everyday work and life run smoothly and bring a smile to their faces.

Employer promise: Be the real you

Our long-term financial goals:

  • To achieve annual growth of about 20 percent, the majority of which is intended to be achieved by organic growth
  • To achieve about 20 percent EBITDA in relation to the net sales
  • To keep the cash flow positive and secure good financial standing in all situations.

Innofactor’s net sales for the review period January 1–December 31, 2023, amounted to EUR 80.3 million (2022: 71.1), representing year-on-year growth of 12.8 percent. Of the growth, approximately 9.1 percent was organic, excluding net sales derived from the Invenco acquisition of June 30, 2022. We are lagging behind our strategic growth target. We aim to further improve our operational performance to drive growth. Our goal is to increase the number of chargeable personnel, taking the order backlog into consideration. During the review period, the number of personnel at Innofactor increased by 7.8 percent year-on-year. We look for acquisition targets to enable inorganic growth.

The operating margin (EBITDA) increased in the review period of January 1–December 31, 2023, from EUR 7.8 million in the corresponding period of the previous year to EUR 9.1 million (11.3 percent of net sales). While profitability has improved, continued attention and efforts by the management are still needed in the coming years to reach the long-term target of approximately 20 percent. We aim to further enhance our operational performance to improve profitability. We will pay particular attention to improving profitability in our operating countries outside Finland.

Innofactor’s operating cash flow for the review period January 1–December 31, 2023, amounted to EUR 7.2 million (2022: 6.7) and the equity ratio at the end of the review period was 48.3 percent (2022: 44.8%). Innofactor’s strong operating cash flow supports the company’s strategic goal of profitable growth and securing a solid financial standing in all situations.

Board of Directors’ proposal on the distribution of profits

Innofactor is a growing company and intends to use its operating profit on actions promoting growth, for example, on realizing mergers. According to the dividend policy, Innofactor aims to pay a dividend regularly each year. The target is to pay about half of the result for the financial period in dividends, taking into account the company’s financial position, possible corporate reorganizations, and other development needs. For 2023, the Group’s result for the financial period was EUR 3,437,985.22. In making the proposal on the dividend, the Board of Directors takes into account the company's financial situation, profitability and near-term outlook.

At the end of the financial year 2023, the distributable assets of the Group's parent company amounted to EUR 21,277,171.60.

The Board of Directors proposes that Innofactor Plc distribute EUR 0.07 per share as a repayment of capital.

The Board of Directors further proposes that the Annual General Meeting authorize the Board to decide on a repayment of capital amounting to a maximum of EUR 2,544,058 (EUR 0.07 per share, taking into account the share issue authorization proposed to the Board of Directors).

Espoo, February 7, 2024

INNOFACTOR PLC

Board of Directors

Additional information:
CEO Sami Ensio, Innofactor Plc
tel. +358 50 584 2029
sami.ensio@innofactor.com

Briefings concerning the financial statement of January 1–December 31, 2023

Innofactor will publish the financial statement 2023 and interim report for October–December 2023 (Q4) on Thursday, February 8, 2023, at approximately 9:00 a.m. Finnish time.

A briefing for media, investors and analysts will be held in Finnish on the same day beginning at 10:00 via Teams. The report will be presented by CEO Sami Ensio. The corresponding video conference in English will be held at noon Finnish time. The report will be presented by CFO Antti Rokala.

Please register for the conferences beforehand by sending an e-mail to ir@innofactor.com.

The presentation materials will be available on Innofactor’s website after the conferences.

Financial releases in 2024

The annual report for 2023 will be published on the company’s website on Wednesday, March 6, 2024.

The Annual General Meeting will be held on Wednesday, March 27, 2024, at 9:00 Finnish time.

The schedule for financial releases in 2024 is as follows:

  • Interim report January–March 2024 (Q1) on Tuesday, April 23, 2024
  • Half-yearly report January–June 2024 (Q2) on Thursday, July 18, 2024
  • Interim report January–September 2024 (Q3) on Tuesday, October 22, 2024

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 over 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 #HybridWork #PeopleFirst #CreatingSmiles

 

 

 

Attachment


Innofactor Plc Changes in company’s own shares, on December 15, 2023, at 18:45 Finnish time

On July 20, 2023, the Board of Directors of Innofactor Plc decided to commence the acquisition of the company’s own shares based on the authorization granted by Innofactor’s Annual General Meeting on March 31, 2023.

Innofactor Plc has now completed the share buy-back program. The repurchases of the shares began on July 24, 2023 and ended on December 15, 2023. During that period, Innofactor repurchased 600,000 of its own shares for an average price per share EUR 1.1243. The shares were acquired to the current market price in the public trading arranged by NASDAQ Helsinki Ltd.

The purpose of the acquisition of the company’s own shares is to develop the company’s capital structure. Following the repurchases, Innofactor holds a total of 600,000 own shares.

Espoo, December 15, 2023

INNOFACTOR PLC

Sami Ensio, CEO

Additional information:
Sami Ensio, CEO
Innofactor Plc
Tel. +358 50 584 2029
sami.ensio@innofactor.com

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 over 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 #HybridWork #PeopleFirst #CreatingSmiles




Innofactor Plc Announcement 15.12.2023
   
   
Innofactor Plc: Share Repurchase 15.12.2023 
   
In the Helsinki Stock Exchange  
   
Trade date 15.12.2023 
Bourse trade Buy 
Share IFA1V 
Amount 2,471Shares
Average price/ share 1.2255EUR
Total cost 3,028.21EUR
   
   
Innofactor Plc now holds a total of 600 000 shares
including the shares repurchased on 15.12.2023
   
   
On behalf of Innofactor Plc  
   
Nordea Bank Oyj  
   
Janne Sarvikivi Sami Huttunen 
   
Additional information:  
Sami Ensio, CEO  
Innofactor Plc  
Tel. +358 50 584 2029  
sami.ensio@innofactor.com  
   
www.innofactor.com  



 

 

Attachment



Innofactor Plc Announcement 14.12.2023
   
   
Innofactor Plc: Share Repurchase 14.12.2023 
   
In the Helsinki Stock Exchange  
   
Trade date 14.12.2023 
Bourse trade Buy 
Share IFA1V 
Amount 4,300Shares
Average price/ share 1.1850EUR
Total cost 5,095.50EUR
   
   
Innofactor Plc now holds a total of 597 529 shares
including the shares repurchased on 14.12.2023
   
   
On behalf of Innofactor Plc  
   
Nordea Bank Oyj  
   
Janne Sarvikivi Sami Huttunen 
   
Additional information:  
Sami Ensio, CEO  
Innofactor Plc  
Tel. +358 50 584 2029  
sami.ensio@innofactor.com  
   
www.innofactor.com  



 

 

Attachment




Innofactor Plc Announcement 13.12.2023
   
   
Innofactor Plc: Share Repurchase 13.12.2023 
   
In the Helsinki Stock Exchange  
   
Trade date 13.12.2023 
Bourse trade Buy 
Share IFA1V 
Amount 4,400Shares
Average price/ share 1.1658EUR
Total cost 5,129.52EUR
   
   
Innofactor Plc now holds a total of 593 229 shares
including the shares repurchased on 13.12.2023
   
   
On behalf of Innofactor Plc  
   
Nordea Bank Oyj  
   
Janne Sarvikivi Sami Huttunen 
   
Additional information:  
Sami Ensio, CEO  
Innofactor Plc  
Tel. +358 50 584 2029  
sami.ensio@innofactor.com  
   
www.innofactor.com  



 

 

Attachment


Shareholders Date % of Shares % of Votes
Ensio Sami 30.04.2024 21.8% 21.8%
Ilmarinen Mutual Pension Insurance Company 30.04.2024 5% 5%
R. Linturi Oyj (control) 30.04.2024 3.5% 3.5%
Innofactor Oyj 30.04.2024 1.7% 1.7%
Mäki Antti-Jussi 30.04.2024 1.3% 1.3%
Hellen Stefan Andreas 30.04.2024 1.3% 1.3%
Ingman Finance Oy Ab 30.04.2024 1.2% 1.2%
Muukkonen Teemu Heikki 30.04.2024 1.1% 1.1%
Mandatum Life Insurance Company Limited 30.04.2024 0.8% 0.8%
Laiho Rami Tapani 30.04.2024 0.7% 0.7%

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Company Facts

CEO Sami Ensio
CFO Antti Rokala
Market cap (EURm) 46
Industry Software
Ticker IFA1V

Guidance

Innofactor’s net sales and EBITDA in 2024 are expected to increase from 2023.

Financial targets

Long-term financial goal: Achieving an annual growth of approximately 20 percent, of which majority is intended to be achieved by organic growth, and achieving approximately 20 percent operating margin (EBITDA) in relation to the net sales, and by keeping the cash flow positive and by securing solid financial standing in all situations.

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