Invitation to the Annual General Meeting
29.05.2009 00:00
Stock exchange release May 29, 2009 at 15.50 Finnish time
Westend ICT Plc's shareholders are invited to the Annual General Meeting, which will be held on Thursday, June 18, 2009, starting at 10:00 a.m. 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 9:30 a.m. 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 proposal of the Board of Directors to authorise the Board of Directors to decide on the granting of new shares or on the granting of special rights, which give the right to subscribe shares, as follows:
The Board of Directors proposes the Annual General Meeting to authorise the Board of Directors to grant new shares against payment or a receivable from the company in a share issue and to grant special rights in accordance with the Chapter 10, Section 1 of the Companies Act, including option rights, which give the right to subscribe shares against payment or a receivable from the company. The amount of new shares issued by the company and new shares subscribed on the basis of special rights can be 60,000,000 at the maximum.
The authorisation shall include the right to grant shares or special rights entitling to shares in a directed issue, that is, to deviate from the shareholders' privilege on the basis of the prerequisites specified in the Companies Act. A directed share issue shall require a weighty financial reason on the part of the company, such as managing the company's capital, financing or implementing acquisitions or other business arrangements, implementing incentive systems targeted at the company's personnel, or other important financial reason for the company specified by the Board of Directors. On the basis of the authorisation, the Board of Directors shall have the right to decide on all other terms of the issuing of new shares or granting of the mentioned special rights, including the recipients of shares or special rights and the amount of compensation to be paid. The authorisation shall be valid until December 31, 2012.
All previous authorisations will be canceled.
3. The Board of Directors' proposal for changing the terms of the company's convertible loan.
The Board of Directors proposes that the terms of the convertible loan decided by the Annual General Meeting on March 27, 2003, and changed by the Annual General Meeting on April 3, 2008, (registered on April 21, 2008) should be changed as follows:
- section I.4 of the terms is changed to extend the loan period until December 31, 2010; 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.
Additionally, it is proposed that the Board of Directors be authorised to negotiate with the subscribers of the loan and agree on changing the terms of the loan to improve the capital and financing situation of the company.
The number of the members of the Board of Directors and the composition of the Board of Directors
Shareholders who represent 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 to 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 selection took place.
Dividend
The Board of Directors proposes that no dividend be paid for the financial year 1 January 2008–31 December 2008 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 June 11, 2009, on the company's web site at www.westendict.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 company's shareholder register, managed by Euroclear Finland Oy, on June 8, 2009.
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 June 11, 2009, at 4:00 p.m. either in writing to the address: Westend ICT 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: yhtiokokous@westendict.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 Annual General Meeting. Possible powers-of-attorney are requested to be attached to the pre-notification.
Espoo, May 29, 2009
WESTEND ICT PLC
BOARD OF DIRECTORS