Westend ICT Plc Notice to the extraordinary general meeting
03.12.2010 00:00
Westend ICT Plc Stock Exchange release December 3, 2010 at 13:10
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:
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, 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