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2009-04-01 10:00:00 CEST 2009-04-01 10:01:26 CEST REGULATED INFORMATION Aldata Solution Oyj - Decisions of general meetingDECISIONS OF THE 2009 ANNUAL GENERAL MEETING OF ALDATA SOLUTION OYJAldata Solution Oyj STOCK EXCHANGE RELEASE 1 April 2009, at 11.00 a.m. (EET) DECISIONS OF THE 2009 ANNUAL GENERAL MEETING OF ALDATA SOLUTION OYJ The Annual General Meeting of Aldata Solution Oyj was held in Vantaa, Finland, on 31 March 2009. Financial statements were confirmed for the fiscal year 2008. The Annual General Meeting decided not to pay dividend. The Board Members and the CEO were discharged from liability. Confirmation of financial statements and dividend proposal The meeting approved the parent company's financial statements and consolidated financial statements for the year 2008 and decided unanimously according to the Board's proposal that no dividend will be distributed on the year 2008. The result for the year will be carried forward to the retained earnings account. Discharging from liability The Annual General Meeting discharged unanimously the Board members and the CEO from liability for the fiscal year 2008. Repurchase of company shares The Annual General Meeting authorized unanimously the Board of Directors to decide on the repurchase of the Company's own shares up to a maximum of 6,800,000 shares. The shares can be acquired using the Company's non-restricted equity otherwise than in proportion to the holdings of the shareholders through public trade on NASDAQ OMX Helsinki Ltd. at the applicable quoted price. The proposal by the Board to the Annual General Meeting was approved as such. This authorization replaces the authorization granted by the Annual General Meeting on 1 April 2008 and is valid until 30 June 2010. Share Issue and Granting Special Rights The Annual General Meeting authorized unanimously the Board of Directors to decide to issue and/or convey new shares and/or the Company's own shares and to decide to grant the special rights referred to in Chapter 10, Section 1 of the Companies Act, which carry the right to receive, against payment, new shares of the Company or the Company's own shares held by the Company. The Board of Directors is entitled to issue and/or convey a maximum of 14,000,000 shares in the company. New shares may be issued and the Company's own shares may be conveyed to the Company's shareholders in proportion to their current shareholdings in the Company or waiving the shareholder's pre-emption right, through a directed share issue if the Company has a weighty financial reason for doing so. Board of Directors may also decide on a Free Share Issue to the Company itself. The proposal by the Board to the Annual General Meeting was approved as such. The authorizations replace the authorizations given by the Annual General Meeting on 1 April 2008 and are valid until 30 June 2010. Amending the Terms and Conditions of the Stock Options 2008A - 2008F The Annual General Meeting resolved to amend the Terms and Conditions of the Stock Option Program 2008A-2008F according the proposal of the Board of Directors as follows: 1. Share subscription price for stock option rights 2008B, 2008C, 2008D, 2008E and 2008F was lowered to 0.42 EUR per share; and 2. Share prices that trigger the start of the share subscription periods for stock option rights 2008E and 2008F were lowered so that the share subscription for stock options 2008E starts after the closing quotation of the Company's share exceeds for the first time EUR 1.31 on NASDAQ OMX Helsinki Ltd. for a period of 45 trading days within any period of 365 days and for stock options 2008F after the closing quotation of company's share exceeds for the first time EUR 1.75 on NASDAQ OMX Helsinki Ltd. for a period of 45 trading days within any period of 365 days. The other terms and conditions of the stock options shall remain unchanged. The proposal by the Board to the Annual General Meeting was approved as such. Amendment of the Company's Articles of Association In accordance with the proposal of the Board of Directors, the Annual General Meeting resolved unanimously to amend the Company's Articles of Association so that the notice of a General Meeting of Shareholders shall be given to shareholders no later than twenty-one days prior to the meeting, by publishing the notice in at least two newspapers as specified by the Board of Directors, or by sending the notice to shareholders in a letter posted to the addresses registered in the company's list of shareholders as well as by setting the notice on the company's website. The proposal by the Board to the Annual General Meeting was approved as such. Board of Directors' composition The Annual General Meeting re-elected the following persons as the members of the Board of Directors: Mr. William Chisholm, Mr. Bertrand Sciard, Mr. Thomas Peterson, Mr. Tommy Karlsson and Mr. Aarne Aktan. The Annual General Meeting resolved unanimously that those members of the Board of Directors who are independent from the Company and/or its most significant shareholders, Mr. Tommy Karlsson and Mr. Aarne Aktan, shall be paid as remuneration EUR 2,100 per month and that the non-independent Board members shall not be compensated for the membership. The Board convened after the Annual General Meeting. In the meeting Mr. William Chisholm was elected as the Chairman of the Board and Mr. Bertrand Sciard as the Vice Chairman of the Board. The Board resolved not to establish Board Committees. Auditors Ernst & Young Oy was re-appointed to be the company's auditor, under the supervision of principal auditor Anne Vuorio (APA). Aldata Solution Oyj Board of Directors Further information: Aldata Solution Oyj, Thomas Hoyer, CFO, tel. +358 45 670 0491 Aldata 100% Retail-Wholesale At Aldata 100% of our business is dedicated to retail and wholesale business improvement. We provide our customers with modern, flexible and integrated software solutions specifically designed to increase productivity, performance and profitability. With over 24,000 successful installations across 52 countries, from convenience store to hypermarket, 480+ live warehouses and customers with 5 to 5,000 outlets, we consistently deliver the goods for retail and wholesale business improvement. Aldata Solution is a public company quoted on NASDAQ OMX Helsinki Ltd with the identifier ALD1V. More information at: www.aldata-solution.com. Distribution: NASDAQ OMX Helsinki Ltd Media |
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