Westend ICT Plc, Notice to the general meeting
05.03.2010 00:00
WESTEND ICT PLC Stock Exchange release 5.3. 2010 at 12:20 Finnish time
Notice is given to the shareholders of Westend ICT Plc to the annual general meeting to be held on Wednesday, March 24, 2010, at 10:00 in the conference room of Radisson Blu Royal Hotel at Runeberginkatu 2, 00100 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. Presentation of the annual accounts (including the annual accounts of the group), the report of the board of directors and the auditor's report for the year 2009
- Review by the CEO
7. Adoption of the annual accounts, including adoption of the annual accounts of the group
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
- The board of directors proposes that no dividend be paid for the financial period and that the profit for the financial period that ended on December 31, 2009, be booked against retained earnings.
9. Resolution on the discharge of the members of the board of directors and the CEO from liability
10. Resolution on the remuneration of the members of the board of directors
- The board of directors proposes that the members of the board of directors be paid a monthly fee as follows: the chairman of the board of directors 1,500 euros/month and the other members of the board of directors 1,000 euros/month.
11. Resolution on the number of members of the board of directors and election of members 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 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.
12. Election of auditor and resolution on the remuneration of the auditor
- The board of directors proposes that the remuneration be paid according to a reasonable invoice and the Authorized Public Accounting Firm Ernst & Young Oy be selected as the auditor.
13. 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 general meeting on March 27, 2003, and changed by the general meeting on June 18, 2009, (registered on July 17, 2009) be changed as follows:
- section I.4 of the terms be changed to extend the loan period until December 31, 2011;
- section II.1 of the terms be changed so that when the loan is converted, the entire subscription price is booked to the reserve for invested unrestricted equity ; and
- the above mentioned changes 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 authorized 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.
14. Closing of the meeting
B. Documents of the general meeting
The proposals of the board of directors relating to the agenda of the general meeting as well as this notice are available on Westend ICT Plc's web site at www.westendict.com. The annual report, including the company's annual accounts and the group's annual accounts, the report of the board of directors and the auditor's report, will be available to shareholders on the company's web site no later than March 12, 2010. The proposals of the board of directors and the annual report are also available at the company's head office at Vänrikinkuja 2, 02600 Espoo, and at the general meeting. Copies of these documents and of this notice will be sent to shareholders upon request.
C. Instructions for the participants in the general meeting
1. The right to participate and registration
A shareholder, who wants to participate in the general meeting, shall register for the meeting no later than March 19, 2010, at 16:00, by giving a prior notice of participation. Such notice can be given:
a)by e-mail: yhtiokokous@westendict.com;
b)by phone: +358 207 916700;
c)by fax: +358 207 916701; or
d)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, March 19, 2010. 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, March 5, 2010, the total number of shares and votes in Westend ICT Plc is 128,492,696.
We welcome the shareholders to the annual general meeting.
Espoo, March 4, 2010
WESTEND ICT PLC
BOARD OF DIRECTORS