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ISoftStone Holdings Limited Announces Extraordinary General Meeting Of Shareholders

Stocks in this article: ISS

BEIJING, July 28, 2014 /PRNewswire/ -- iSoftStone Holdings Limited ("iSoftStone" or "the Company," NYSE: ISS), a leading China-based IT services provider in the People's Republic of China, today announced that it has called an extraordinary general meeting of shareholders (the "EGM"), to be held on August 25, 2014 at 10:00 a.m. ( Hong Kong time), at 26th Floor, Gloucester Tower, The Landmark, 15 Queen's Road, Central, Hong Kong, to consider and vote on, among other matters, the proposal to authorize and approve the previously announced agreement and plan of merger dated as of April 18, 2014 (the ''Merger Agreement''), among the Company, New iSoftStone Holdings Limited ("Parent") and New iSoftStone Acquisition Limited ("Merger Sub"), the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands, substantially in the form attached as Exhibit A to the Merger Agreement (the ''Plan of Merger''), and the transactions contemplated thereby, including the Merger (as defined below).

Pursuant to the Merger Agreement and the Plan of Merger, Merger Sub will be merged with and into the Company (the "Merger") with the Company continuing as the surviving corporation. If completed, the proposed Merger would result in the Company becoming a privately-held company and the American depositary shares ("ADSs") of the Company (each representing ten ordinary shares of the Company ("Shares")) will no longer be listed on the New York Stock Exchange and the American depositary shares program for the ADSs will terminate. The Company's board of directors, acting upon the unanimous recommendation of an independent committee of the Company's board of directors composed entirely of independent directors who are unaffiliated with Parent, Merger Sub or any member of the buyer group or management of the Company, authorized and approved the Merger Agreement, the Plan of Merger and the transactions contemplated thereby (including the Merger) and resolved to recommend that the Company's shareholders and ADS holders vote FOR, among other things, the proposal to authorize and approve the Merger Agreement, the Plan of Merger and the transactions contemplated thereby (including the Merger).

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