Invitation to the General Meeting
TJ Group Plc's shareholders are invited to the Annual General Meeting, which
will be held on Thursday, April 3, 2008, starting at 13:00, in the conference
room of Radisson SAS Royal Hotel in Runeberginkatu 2, 00100 Helsinki. The
reception of shareholders registered for the meeting will commence at 12:30 at
the place for the meeting.
The following issues shall be dealt with:
1. Issues that in accordance with the Companies Act and Section 9 of the
Articles of Association are to be dealt with at the Annual General Meeting
2. The Board of Directors' proposition for changing the Sections 1 and 2 of the
Articles of Association to read as follows:
1 § The company's business name and domicile
The company's business name is Westend ICT Oyj, in English, Westend ICT Plc, and
its domicile is Espoo.
2 § Field of business
The company's field of business is consulting for management, marketing, finance
and IT; import, export, manufacturing and trade of computer programs and
equipment; and communications services. The company operates its business itself
or through its subsidiaries. The company may own property and securities.
3. The Board of Directors' proposition for using the accumulated premium reserve
to cover losses
It is proposed that the accumulated premium reserve of EUR 65,141,510.05 should
be used in whole to cover the losses stated in the balance sheet in accordance
with the financial statement of December 31, 2007.
4. The Board of Directors' proposition for changing the terms of the company's
convertible loan
It is proposed that the terms of the convertible loan decided by the Annual
General Meeting on March 27, 2003, (registered on March 5, 2004) should be
changed as follows:
- section I.4 of the terms is changed to extend the loan period for one year,
that is, until December 31, 2009; and
- the new loan period is to be applied to the conversion time and other terms of
the loan as applicable.
Changing the terms of the convertible loan has been agreed on with the
subscribers of the loan.
The number of the members of the Board of Directors and the composition of the
Board of Directors
Shareholders who own a total of 51% of the company shares and votes have
notified the Board of Directors that, in the Annual General Meeting, they will
propose that the number of the members of the Board of Directors be confirmed to
three (3) and that no deputy members be selected and that the current members of
the Board of Directors—Mikko Salminen, Jörg Ott and Hannu Jokela—be reselected.
Auditor
The Board of Directors proposes for the Annual General Meeting that the current
auditor of the company, Ernst & Young Oy, be selected for the new term, which
will continue until the closing of the Annual General Meeting following the
Meeting where the election took place.
Dividend
The Board of Directors proposes that no dividend be paid for the financial year
January 1, 2007-December 31, 2007, and that the loss of the financial year be
transferred to the Company's profit and loss account.
Display of documents
The Board of Directors' proposals and the annual accounts, annual report and
auditor's report will be displayed for the shareholders starting from March 27,
2008, on the company's web site at www.tjgroup.fi and at the head offices of the
company, address: Westendintie 1, 02160 Espoo. The company will send copies of
the Board of Directors' proposals on a shareholder's request.
Participation
The right to participate in the Annual Shareholders' Meeting shall pertain to
those shareholders, who are registered as shareholders in the shareholders'
register of the Finnish Central Securities Depository Ltd on March 20, 2008.
Notification
A shareholder wishing to exercise his right to participate in the Annual General
Meeting must notify the head office of the company of such participation no
later than March 25, 2008, at 16:00, either in writing to the address: TJ Group
Plc, Annual General Meeting, Westendintie 1, 02160 Espoo, Finland, or by
telephone to the switchboard of the head office +358 207 916700, or by telefax
to +358 207 916701, or by e-mail to the address: shareholders@tjgroup.com. The
notification must be received prior to the expiry of the notification period.
The notification must include the name, year of birth, and contact information
of the shareholder participating in the General Meeting. Possible
powers-of-attorney are requested to be attached to the pre-notification.
Espoo, March 14, 2008
TJ GROUP PLC
THE BOARD OF DIRECTORS