Skip to main content

Decisions of the extraordinary general meeting of Westend ICT Plc

Hero Image

27.12.2010 00:00

Westend ICT Plc Stock Exchange Release December 27, 2010, at 14:10 Finnish time

DECISIONS OF THE EXTRAORDINARY GENERAL MEETING OF WESTEND ICT PLC

The Extraordinary General Meeting of Westend ICT Plc on December 27, 2010, has made the following decisions:

Share issue

The General Meeting decided 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 Software Oy (former 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 90% of Innofactor Software Oy shares outstanding.

All offered shares have been subscribed to today, December 27, 2010, in accordance with the terms of the share issue, and the company has received 3,375,869 shares of Innofactor Software Oy, which correspond to 100% of all Innofactor Software Oy shares outstanding.

Amendment to the Articles of Association

Section 1 of the Articles of Association was changed to read as follows:

"1 ยง 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."

Board of Directors

It was decided that four (4) members should be selected to the company's Board of Directors and the following persons were selected: Sami Ensio, Pekka Puolakka, Mikko Salminen and Ilpo Santala.

Authorization of the Board of Directors
The General Meeting authorized 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 includes the right of the Board of Directors to decide on all other matters related to the purchase of shares. The authorization shall be valid for 18 months starting from the decision of the General Meeting.

Other

64.45 percent of the company's share capital and votes were present in the General Meeting. The decisions of the meeting were made unanimously according to the proposals of the Board of Directors.

The minutes of the meeting will be displayed for view of the shareholders at the head offices of the company on January 10, 2011, at the latest.


The Board of Directors of Westend ICT Plc

Additional information: Sami Ensio, CEO
Tel. +358 (0) 50 5842029


Distribution:
NASDAQ OMX Helsinki
Main media
www.westendict.com