Westend ICT Plc's Stock Exchange Release December 3,2010 at 13:10 Finnish time
NOTICE TO THE EXTRAORDINARY GENERAL MEETING
Westend ICT Plc's shareholders are invited to the Extraordinary General Meeting,
which will be held on Monday, December 27, 2010, at 10:00 a.m. in the conference
room of Radisson Blu Seaside Hotel in Ruoholahdenranta 3, 00180 Helsinki. The
reception of persons who have registered for the meeting will commence at 9:30
a.m. at the meeting location.
A. Matters on the agenda of the general meeting
At the general meeting, the following matters will be considered:
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. Directed issue with stipulation concerning subscription in kind
On December 3, 2010, the Company and the shareholders of Innofactor Oy have
signed an agreement on the merger of the companies. The merger will be
implemented as an exchange of shares. The prerequisite for the agreement
becoming valid is that the general meeting decides on the share issue in
accordance with this section to the shareholders of Innofactor Oy.
The Board of Directors proposes that the general meeting decides on a share
issue with stipulation concerning subscription in kind and deviating from the
pre-emptive rights of the existing shareholders in such a way that the shares
are offered for subscription to the shareholders of Innofactor Oy. 409,665,891
new shares are offered for subscription. The subscription price of a share is
EUR 0.04. The subscription price shall be paid in kind by transferring to the
Company, in connection with the subscription, at least 2,871,279 shares of
Innofactor Oy, that is, over 90% of all shares of Innofactor Oy. It is
considered that there is an important financial reason for the Company to
deviate from the pre-emptive rights of the existing shareholders as the shares
of Innofactor Oy that will be received as payment and also the merger of the
companies will expand and strengthen the Company's business operations. The
proposal for the share issue is enclosed in the notice to the general meeting as
Appendix 1.
7. Amendment to the Articles of Association
The Board of Directors proposes that the section 1 of the Articles of
Association of the Company be changed to read as follows:
"1 § The company's business name and domicile
The company's business name is Innofactor Oyj, Innofactor Plc in English,
Innofactor Abp in Swedish, and its domicile is Espoo."
8. The number of the members of the Board of Directors and the members
The Board of Directors proposes for four (4) members to be selected to the
Company's Board of Directors and for the following persons to be selected: Sami
Ensio, Pekka Puolakka, Mikko Salminen and Ilpo Santala. The personal information
of the persons proposed to be selected as members of the Board of Directors are
available on the Company's web site.
9. Share repurchase
The Board of Directors proposes the general meeting to authorize the Board of
Directors to repurchase a maximum of 50,000,000 shares of the Company in one or
several lots using the Company's unrestricted equity. The authorization shall
authorize the Board of Directors to make the repurchase otherwise than in
proportion to the shares owned by the shareowners (directed repurchase). The
shares shall be purchased in market price in the public trading arranged by
Nasdaq OMX Helsinki Oy. The company may at any time have in its possession one
tenth of all its shares at the maximum.
Shares may be purchased to be used in company acquisitions or implementing other
arrangements relating to the Company's business operations, improving the
Company's capital or financing structure, as part of the Company's incentive
system, or otherwise to be handed over or voided. In implementing purchases of
own shares, normal derivative contracts, lending of shares and other contracts
in accordance with laws and regulations may be made.
The authorization is proposed to include the right of the Board of Directors to
decide on all other matters related to the purchase of shares. The authorization
is proposed to be valid for 18 months starting from the decision of the general
meeting.
10. Closing of the meeting
Additionally, the shareowners are notified that:
The Company's shareowners Tuomo Tilman, his controlling interest company Mpire
Capital, and Jyrki Salminen, who together own about 64.2% of the Company's total
shares and votes, have notified the Board of Directors that they support the
proposals of the Board of Directors to be presented in the general meeting.
Accepting the above described share issue means a significant change in the
ownership of the Company. After the share issue, the Company's current
shareowners will own 30% and Innofactor Oy's current owners 70% of the total
shares and votes of the Company. This means that this is a so-called reverse
takeover situation. The mentioned significant change in the Company's ownership
requires the Company to submit a new listing application to the Nasdaq OMX
Helsinki stock exchange and a re-evaluation of the listing criteria for the
company that will be formed in the arrangement.
B. Documents of the general meeting
The proposals of the Board of Directors and this notice to the general meeting
are available on the Westend ICT Plc web site at www.westendict.com. The
documents are also available in the head office of the Company at Vänrikinkuja
2, 02600 Espoo, and at the general meeting. Copies of the documents will be sent
to shareholders upon request. Minutes of the general meeting will be posted on
the said web site within two weeks after the general meeting.
C. Instructions for the participants in the general meeting
1. The right to participate and registration
Each shareholder, who is registered on December 14, 2010, in the shareholders'
register of the Company held by Euroclear Finland Ltd., has the right to
participate in 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 wants to participate in the general meeting, shall register
for the meeting no later than December 21, 2010, at 4:00 p.m., by giving a prior
notice of participation. Such notice can be given:
by e-mail: yhtiokokous@westendict.com;
by phone: +358 207 916700;
by fax: +358 207 916701; or
by regular mail to Westend ICT Plc, Registration for the general meeting,
Vänrikinkuja 2, 02600 Espoo.
The notice must arrive before the end of the registration period. In connection
with the registration, a shareholder shall notify his/her name, personal
identification number, contact information, and the name of a possible assistant
or proxy representative and the personal identification number of a proxy
representative. The personal information given to the Company is used only in
connection with the general meeting and with the processing of related
registrations.
Pursuant to Chapter 5, Section 25 of the 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.
2. Proxy representatives and powers of attorney
A shareholder may participate in 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 participates in the general meeting by means
of several proxy representatives representing the shareholder with shares at
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 should be delivered in originals to Westend ICT Plc,
Registration for the general meeting, Vänrikinkuja 2, 02600 Espoo, before the
last date for registration.
3. Holders of nominee registered shares
A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the shareholders' register
of the company, the issuing of proxy documents and registration for the general
meeting from his/her custodian bank. The account management organization of the
custodian bank will register a holder of nominee registered shares, who wants to
participate in the general meeting, to be temporarily entered into the
shareholders' register of the company at the latest on the date required by the
regulations of Euroclear Finland Ltd., that is, December 21, 2010, at 10:00 a.m.
For nominee registered shares, this is considered as registration for the
general meeting.
4. Other instructions and information
At the date of this notice to the general meeting, December 3, 2010, the total
number of shares and votes in Westend ICT Plc is 175,571,096.
We welcome the shareholders to the general meeting.
Espoo, December 3, 2010
WESTEND ICT PLC
BOARD OF DIRECTORS
