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2010-12-27 13:10:00 CET 2010-12-27 13:10:02 CET REGULATED INFORMATION Westend ICT Oyj - Decisions of extraordinary general meetingDECISIONS OF THE EXTRAORDINARY GENERAL MEETING OF WESTEND ICT PLCWestend ICT Plc Stock Exchange Release December 27, 2010, at 14:10 Finnish time <strong style="mso-bidi-font-weight: normal"><strong style="mso-bidi-font-weight: normal">DECISIONS OF THE EXTRAORDINARY GENERAL MEETING OF WESTEND ICT PLC <strong style="mso-bidi-font-weight: normal"> The Extraordinary General Meeting of Westend ICT Plc on December 27, 2010, has made the following decisions: <strong style="mso-bidi-font-weight: normal">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).<strong style="mso-bidi-font-weight: normal"> 409,665,891 new shares are offered for subscription. The subscription price of a share is EUR 0.04.<strong style="mso-bidi-font-weight: normal"> 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.<strong style="mso-bidi-font-weight: normal"> 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. <strong style="mso-bidi-font-weight: normal">Amendment to the Articles of Association Section 1 of the Articles of Association was changed to read as follows:"1 § The company's business name and domicile<i style="mso-bidi-font-style: normal">The company's business name is Innofactor Oyj, Innofactor Plc in English, Innofactor Abp in Swedish, and its domicile is Espoo."<strong style="mso-bidi-font-weight: normal"><i style="mso-bidi-font-style: normal"><strong style="mso-bidi-font-weight: normal">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. <strong style="mso-bidi-font-weight: normal">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. <strong style="mso-bidi-font-weight: normal"><i style="mso-bidi-font-style: normal"><strong style="mso-bidi-font-weight: normal">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 th 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 |
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