Westend ICT Plc decisions of the annual general meeting
18.06.2009 00:00
Westend ICT Plc Stock Exchange Release June 18, 2009 at 12.00
The Annual General Meeting of Westend ICT Plc on 18 June 2009 resolved to adopt the accounts of Westend ICT Plc for the accounting period of 1 January–31 December 2008. It also granted the members of the Board of Directors and the Chief Executive Officer discharge from liability for the accounting period. The loss of the accounting period will be left in the Company's profit and loss account. No dividend will be distributed.
The current members of the Board of Directors—Hannu Jokela, Jörg Ott and Mikko Salminen—were reselected as the members of the Board of Directors. No deputy members were selected for the Board of Directors. The Annual General Meeting decided that the members of the Board of Directors will be paid attendance allowance as follows: the Chairman of the Board of Directors will be paid 1,500 euros/month and the members of the Board of Directors 1,000 euros/month. In its first meeting, the Board of Directors decided that Mikko Salminen will continue as the Chairman of the Board.
Ernst & Young Oy, an auditing firm authorized by the Central Chamber of Commerce, with Juha Nenonen (CA) as the main responsible auditor, was elected as the auditor for the Company.
Ernst & Young Oy, an auditing firm authorized by the Central Chamber of Commerce, with Juha Nenonen (CA) as the main responsible auditor, was elected as the auditor for the Company.
The Annual General Meeting authorised 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 includes 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.
The Annual General Meeting decided to change the terms of the company's convertible loan in accordance with the proposal of the Board of Directors. The terms of the convertible loan decided by the Annual General Meeting on 27 March 2003 and changed by the Annual General Meeting on 3 April 2008 (registered on 21 April 2008) will be changed to extend the loan period until 31 December 2010.
Additionally, the Annual General Meeting authorised the Board of Directors 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.
51.32 percent of the Company's share capital and votes were present in the Annual General Meeting. The decisions of the meeting were made unanimously.
The minutes of the meeting will be displayed for view of the shareholders at the head offices of the company on 3 July 2009, at the latest.
Westend ICT Plc
Hannu Jokela
CEO
Tel. +358 207 91 6700
Distribution:
NASDAQ OMX Helsinki
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