Notice to the extraordinary general meeting
09.04.2010 00:00
Westend ICT Plc Stock Exchange Release April 9, 2010 at 13.30
Notice is given to the shareholders of Westend ICT Plc to the extraordinary general meeting to be held on Tuesday, May 4, 2010, at 10:00 in the conference room of Radisson Blu Seaside Hotel at 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. Acceptance of the financial arrangement agreement
The Board of Directors proposes the general meeting to accept the financial arrangement agreement signed by the company and Tuomo Tilman on April 9, 2010. A prerequisite for the agreement to become valid is that the general meeting accepts the agreement. The main points of the agreement are as follows:
(i) Redemption; the company will pay off EUR 250,000.00 of the convertible loan to Tuomo Tilman;
(ii) Selling shares; the company will sell to Tuomo Tilman 999,678 of its GROUP Business Software AG shares at the price of EUR 0.60 per share. The total sale price of EUR 599,806.80 will be set off against receivable from the company;
(iii) Converting the convertible loan decided by the general meeting on March 27, 2003 and its amendments; Tuomo Tilman will convert to company shares 1,178 promissory notes in accordance with the company's convertible loan and valued at EUR 1,000.00 each, each of which entitles to 6,400 new shares of the company. Thus, Tilman will receive 7,539,200 new shares of the company. The remainder of the loan, EUR 843.40, will be paid in cash; and
(iv) Share issue; the company will direct to Tuomo Tilman a share issue in which Tilman is offered 16,000,000 new shares of the company at the subscription price of EUR 0.05 per share. The total subscription price of EUR 800,000.00 will be set off against receivable from the company.
7. Acceptance of the financial arrangement agreement
The Board of Directors proposes the general meeting to accept the financial arrangement agreement signed by the company and Jyrki Salminen on April 9, 2010. A prerequisite for the agreement to become valid is that the general meeting accepts the agreement. The main points of the agreement are as follows:
(i) Redemption; the company will pay off EUR 250,000.00 of the convertible loan to Jyrki Salminen;
(ii) Selling shares; the company will sell to Jyrki Salminen 999,679 of its GROUP Business Software AG shares at the price of EUR 0.60 per share. The total sale price of EUR 599,806.80 will be set off against receivable from the company;
(iii) Converting the convertible loan decided by the general meeting on March 27, 2003 and its amendments; Jyrki Salminen will convert to company shares 1,178 promissory notes in accordance with the company's convertible loan and valued at EUR 1,000.00 each, each of which entitles to 6,400 new shares of the company. Thus, Salminen will receive 7,539,200 new shares of the company. The remainder of the loan, EUR 842.80, will be paid in cash; and
(iv) Share issue; the company will direct to Jyrki Salminen a share issue in which Salminen is offered 16,000,000 new shares of the company at the subscription price of EUR 0.05 per share. The total subscription price of EUR 800,000.00 will be set off against receivable from the company.
The financial arrangement agreements together, including the share issue of section 8, will improve the equity in the balance sheet of the confirmed financial statement of December 31, 2009, directly by EUR 3,956,000.00 and through the result by the amount of the sales profit, EUR 319,897.12, that is, by a total of EUR 4,275,897.12, after which the company's equity is EUR 3,122,635.12.
8. Directed share issue
Pertaining to the conditions of the financial arrangement agreements in sections 6. and 7. above, the Board of Directors proposes the general meeting to decide on a directed share issue in which 32,000,000 new shares of the company will be offered, deviating from the subscription rights of shareholders, to be subscribed at the subscription price of EUR 0.05 in such a manner that Tuomo Tilman will be offered 16,000,000 new shares for subscription and Jyrki Salminen will be offered 16,000,000 new shares for subscription. The subscription price will be set off against receivable from the company. The proposal for the share issue is enclosed in the notice to the general meeting as Appendix 1.
In ruling number 3/214/2010, issued on April 9, 2010, the Financial Supervisory Authority has granted Tuomo Tilman and Jyrki Salminen exceptions from the offer brief defined in Chapter 6, Section 10 of the Securities Markets Act, allowing Tilman's and Salminen’s ownership shares of all company share votes to exceed 3/10 without an offer brief for all other stocks of the company. The conditions for the ruling to remain valid are that (i) the applicants will not act together as described by the Chapter 6, Section 10 of the Securities Markets Act in order to gain control of Westend ICT Plc and (ii) that the applicants will not acquire or subscribe to any more Westend ICT Plc stocks or in other ways increase their share of votes in Westend ICT Plc.
9. Closing of the meeting
B. Documents of the general meeting
The share issue proposal of the Board of Directors with its appendices along with this notice to the general meeting are available on the Internet site of Westend ICT Plc at www.westendict.fi. 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.
C. Instructions for the participants in the general meeting
1. The right to participate and registration
Each shareholder, who is registered on April 22, 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 April 29, 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, April 29, 2010 at 10:00. 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, April 9, 2010, the total number of shares and votes in Westend ICT Plc is 128,492,696.
We welcome the shareholders to the general meeting.
Espoo, April 9, 2010
WESTEND ICT PLC
BOARD OF DIRECTORS