TIETO-X PLC STOCK EXCHANGE RELEASE 26 JANUARY 2007 THE DECISIONS OF THE EXTRAORDINARY GENERAL MEETING OF 25 JANUARY 2007 The extraordinary General Meeting of Tieto-X Plc on 25 January 2007 approved the proposal by the Board of Directors to change the company name and the companys Articles of Association. The decision to change the company name to Ixonos Plc was made subject to conditions and provided that the Trade Register registers the change of name. The new Articles of Association are presented in their entirety in Appendix 1. In Helsinki on 25 January 2007 TIETO-X PLC The Board of Directors Additional information: President and CEO, Kari Happonen phone +358 424 2231, mobile +358 400 700 761, kari.happonen@tieto-x.fi Distribution: Helsinki Stock Exchange Main media APPENDIX 1 THE ARTICLES OF ASSOCIATION OF IXONOS PLC § 1 Company name and registered office The name of the company is Ixonos Plc, in Finnish Ixonos Oyj, and in Swedish Ixonos Abp. The companys registered office is in Helsinki, Finland. § 2 The companys field of business The companys field of business is the production, import, sales, lease and export of software related to data processing and telecommunications, as well as the production of services related to consultation, training, maintenance, overhaul and other areas of data processing and telecommunications. The company may own securities and trade them. § 3 Book entry system The companys shares belong to the book entry system. § 4 The Board of Directors The company has a Board of Directors that comprises at least 5 and no more than 9 ordinary members. § 5 President and CEO The company has a President and Chief Executive Officer appointed by the Board of Directors. § 6 Right to represent the company In addition to the Board of Directors, the Chairman of the Board of Directors and the President and CEO have the right to represent the company, and two members of the Board of Directors have the right to represent the company together. The company may also be represented by persons to whom the Board of Directors has granted the right of representation. § 7 Financial period The companys financial period is a calendar year. § 8 Invitation to General Meeting The invitation to the General Meeting has to be sent to the shareholders no earlier than four (4) weeks and no later than seventeen (17) days before the meeting by an announcement published in a Finnish national daily newspaper chosen by the Board of Directors. To have the right to attend the General Meeting, the shareholder must notify the company no later than the day stated in the invitation, which may be no earlier than ten (10) days before the meeting. § 9 Redemption obligation A shareholder whose proportional holding of all company shares, or whose proportional entitlement to votes conferred by the company's shares, either individually or jointly with other shareholders, reaches or exceeds 33 per cent or 50 per cent (shareholder subject to redemption obligation) as defined hereinafter is obliged on demand by other shareholders (shareholders with rights of redemption) to redeem such shareholders' shares, and securities giving entitlement to them under the Companies Act, in the manner stipulated in this Article. The following shares are included in calculating a shareholder's proportional holding of company shares and proportional entitlement to votes conferred by them: 1. Shares belonging to an organisation, which under the Companies Act belong to the same group of companies as the shareholder, 2. Shares belonging to an enterprise which is counted as belonging to the same group of companies as the shareholder in preparing the consolidated financial statements in compliance with the Accounting Act; 3. Shares belonging to the pension fund or pension trust of such organisations or enterprises as meant above; and 4. Shares belonging to an organisation or enterprise that is not Finnish, but if Finnish would belong, in the manner meant above, to the same group of companies as the shareholder. If the total shareholdings or votes so calculated produce a redemption obligation, the shareholders subject to the redemption obligation are jointly responsible for redeeming the shares of those shareholders with redemption rights. In this case, a claim for redemption is deemed to have been made, without the issue of a separate claim, to all shareholders subject to a redemption obligation. If two shareholders meet or exceed the limit for shareholdings or votes that produces a redemption obligation such that both are simultaneously subject to a redemption obligation, a shareholder with redemption rights can claim redemption of the shares from each separately. The redemption obligation does not apply to shares, or securities giving entitlement to them, which a shareholder claiming redemption has acquired after the redemption obligation has arisen. Redemption price The redemption price of shares shall be the higher of the following: 1. the average weighted price of the trading prices of the share for the ten (10) trading days on the Helsinki Stock Exchange preceding the day when the company received notification from the shareholder subject to a redemption obligation of meeting or exceeding the limit for shareholdings or votes as meant above or, in the absence or non- delivery of such notification, the day on which the company otherwise becomes aware of it; 2. the average weighted price for that number of shares which the shareholder subject to a redemption obligation paid to acquire or otherwise receive the shares during the twelve (12) months preceding the day referred to in section 1 above. If the acquisition on which the average price is calculated, is denominated in a non-euro currency, its equivalent in euro shall be calculated at the Euro exchange rates published by the European Central Bank seven (7) days prior to the day on which the Board of Directors notifies shareholders of the opportunity to redeem shares. The above provisions for determining the redemption price of shares shall also apply to other securities that become redeemable. Redemption procedure A shareholder subject to a redemption obligation shall within seven (7) days from when the redemption obligation arose notify the company's Board of Directors of it in writing at the company's address. The notification shall contain information about the amount of shares, and also the amounts and prices of each type of shares acquired or otherwise received by that shareholder during the preceding twelve (12) months. The notification shall include an address at which the shareholder subject to a redemption obligation can be contacted. The Board of Directors shall provide shareholders with information about the existence of a redemption obligation within thirty (30) days of receiving the said notification or, in the absence or non-delivery of such notification, the day on which the company otherwise becomes aware of the redemption obligation. The notification shall contain information on the date when the redemption obligation came into existence and the basis for determining the redemption price, insofar as the Board of Directors is aware of these facts, and also the final date by which a claim for redemption must be made. The notification to shareholders shall be issued in the same manner as stipulated for an invitation to a General Meeting in article 7 of the Articles of Association. A shareholder with redemption rights shall claim redemption in writing within thirty (30) days of the Board of Directors' notification of a redemption obligation. A claim for redemption, which is submitted to the company, shall indicate the amounts of the shares and other securities that the claim concerns. A shareholder claiming redemption shall at the same time submit to the company any share certificates, or other documents conferring entitlement to shares, for surrender to the shareholder subject to a redemption obligation against payment of the redemption price. If a claim is not presented within the time limit in the manner stipulated above, the shareholder shall forfeit his/her right to claim redemption in that particular case. A shareholder with a redemption right is entitled to cancel his/her claim until the shares have actually been redeemed. The Board of Directors shall provide a shareholder subject to a redemption obligation with information about the redemption claims presented upon expiry of the time limit reserved for shareholders with redemption rights. A shareholder subject to a redemption obligation shall pay the redemption price in the manner stipulated by the company within fourteen (14) days of receiving information about the redemption claims against surrender of the shares or the securities conferring entitlement to them or, if the redeemable shares are registered in the proper book-entry accounts of the shareholders, against a receipt issued by the company. In this case, the company shall ensure that the person redeeming the shares is registered as the owner of the redeemed shares in the book-entry account without delay. A redemption price that has not been paid within the time limit is calculated with annual penal interest, according to the Interest Act (633/82), of sixteen (16) percent from the last day when the redemption should have been paid. If a shareholder subject to a redemption obligation has also neglected to comply with the above provisions concerning the obligation to provide notification, penal interest shall be calculated from the last day when the obligation to provide notification should have been met. Any decision by a General Meeting to change or delete provisions in this Article is valid only if it is backed by shareholders holding at least 75 per cent of the given votes and shares represented at the meeting. Any disputes about the above redemption obligation, the right to claim redemption under it, and the amount of the redemption price shall be resolved by arbitration in compliance with the provisions of the Arbitration Proceedings Act (967/92). Finnish law applies to the arbitration procedure.
THE DECISIONS OF THE EXTRAORDINARY GENERAL MEETING OF 25 JANUARY 2007
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