Westend ICT Oyj - Notice to convene extr.general meeting

NOTICE TO THE EXTRAORDINARY GENERAL MEETING

Westend ICT Plc's Stock Exchange Release December 3,2010 at 13:10 Finnish time

NOTICE TO THE EXTRAORDINARY GENERAL MEETING          

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:                              

by e-mail: yhtiokokous@westendict.com;                                          
by phone: +358 207 916700;                                                      
by fax: +358 207 916701; or                                                     
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

Attachments:

hallituksen ehdotus osakeanti.pdf