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2008-01-25 15:15:00 CET 2008-01-25 15:15:21 CET REGLAMENTUOJAMA INFORMACIJA Aldata Solution Oyj - Notice to convene extr.general meetingALDATA SOLUTION OYJ'S INVITATION TO THE EXTRAORDINARY GENERAL MEETINGAldata Solution Oyj STOCK EXCHANGE RELEASE January 25, 2008 at 4.15 p.m. (EET) ALDATA SOLUTION OYJ'S INVITATION TO THE EXTRAORDINARY GENERAL MEETING Shareholders of Aldata Solution Oyj are invited to attend the Extraordinary General Meeting on 21 February 2008. The Meeting will be held at the premises of Aldata Solution Oyj, address Vetotie 3, 01610 Vantaa, Finland, commencing at 10 am. Registration of participants shall begin at 9.15 am. The following matters will be handled at the Meeting: 1) Proposal of the Board of Directors on nullification of the stock options granted pursuant to stock option program 2006 2) Proposal of the Board of Directors on issuance of the stock options 2008A - 2008F. The Board of Directors proposes that the Extraordinary General Meeting shall decide to issue a maximum of 3,500,000 stock options which entitle to subscribe for a maximum of 3,500,000 shares in Aldata Solution. The shares of the Company have no nominal value. Of the stock options 750,000 will be marked with the symbol 2008A, 750,000 will be marked with the symbol 2008B, 750,000 will be marked with the symbol 2008C, 750,000 will be marked with the symbol 2008D, 250,000 will be marked with the symbol 2008E and 250,000 will be marked with the symbol 2008F. The stock options shall, with deviation from the shareholders' pre-emptive right to subscription, be granted to the key persons of the Aldata Solution Group and to a wholly owned subsidiary of Aldata Solution Oyj defined by the Board of Directors (Subsidiary) without consideration. The Board of Directors shall decide on the distribution of stock options. It is proposed that the shareholders' pre-emptive right to subscription be deviated from since the stock options are intended to form part of incentive and commitment program for the key persons. The subscription period of stock options shall start on 1 March 2008 and end on 31 December 2008. Upon issue all stock options shall be distributed to the Subsidiary. The Board of Directors of Aldata Solution Oyj shall decide upon the further distribution of the stock options issued to the Subsidiary, to the key persons employed by or to be recruited by Aldata Solution Group. Among the key persons entitled to the subscription may be related parties of Aldata Solution Group. The share subscription price for all stock options shall be the trade volume weighted average quotation of the Aldata Solution share at the OMX Nordic Exchange Helsinki Oy during 30 trading days preceding the Extraordinary General Meeting resolving upon the issuance of stock options. From the share subscription price of stock options shall, as per the dividend record date, be deducted the amount of the dividend decided to be distributed after the Extraordinary General Meeting held on 21 February 2008, but before share subscription. The share subscription price shall nevertheless always amount to at least EUR 0.01 per share. The share subscription period shall begin on: - for stock option 2008A; 1 March 2009; - for stock option 2008B; 1 March 2010; - for stock option 2008C; 1 March 2011; - for stock option 2008D; 1 March 2012; - for stock option 2008E; after the closing quotation of the Company's share exceeds for the first time EUR 4.50 for a period of 45 trading days within any period of 365 days; - for stock option 2008F; after the closing quotation of the Company's share exceeds for the first time EUR 6.50 for a period of 45 trading days within any period of 365 days. The share subscription period ends with respect to all options on 28 February 2013. Each stock option entitles its owner to subscribe for one (1) share in Aldata Solution. As a result of the subscriptions the number of shares of Aldata Solution may be increased by a maximum of 3,500,000 new shares. Right to participate at the Meeting Shareholders who are registered on 11 February 2008 in Company's shareholder register maintained by the Finnish Central Securities Depository Ltd are entitled to participate in the Extraordinary General Meeting. Documents Photocopies of the proposals of the Board of Directors and other documents referred in Section 5 paragraph 21 of the Finnish Companies Act will be available for shareholders' disposal on 13 February 2008 at the Company's head office at Vetotie 3, 01610 Vantaa, Finland. Notification Shareholders wishing to attend the Extraordinary General Meeting are required to notify the Company by 4.00 pm (EET) on 18 February 2008 either by e-mail to registration@aldata-solution.com or by telephone +358 10 8208 012 / Ms Johanna Hölli-Koskipirtti or in writing to Aldata Solution Oyj / Ms Johanna Hölli-Koskipirtti, P.O. Box 266, 00101 Helsinki, Finland. Letters authorizing a proxy to vote on behalf of the shareholder at the Meeting should reach the Company at the address above before the end of the notification period. Helsinki, 24 January 2008 ALDATA SOLUTION OYJ Board of Directors More information: Peter Titz, Chairman of the Board, tel. +358 10 820 8000/Aldata Solution Oyj Aldata in brief Aldata Solution is one of the global leaders in supply chain software for retail, wholesale and logistics companies. The company's comprehensive range of Supply Chain Management and In-Store solutions enable its more than 300 customers across 50 countries to enhance productivity, profitability, performance and competitiveness. Aldata develops and supports its software through more than 500 Aldata professionals and a global partner network. Aldata is a public company quoted on OMX Nordic Exchange Helsinki Oy with the identifier ALD1V. More information at: www.aldata-solution.com. Distribution: OMX Nordic Exchange Helsinki Oy Media Appendix 1: Aldata Solution Oyj 2008A- 2008F Stock Option Terms and Conditions APPENDIX 1 ALDATA SOLUTION OYJ 2008A - 2008F STOCK OPTION TERMS AND CONDITIONS In its meeting on 24 January 2008 the Board of Directors of Aldata Solution Oyj (Board of Directors) has resolved to propose to the Extraordinary General Meeting of Shareholders to be held on 21 February 2008 that stock options be issued to the key persons of Aldata Solution Oyj (Aldata Solution or Company) and its subsidiaries (Aldata Solution and its subsidiaries together Aldata Solution Group) and to a wholly owned subsidiary of Aldata Solution on the following terms and conditions: I STOCK OPTIONS TERMS AND CONDITIONS 1. Number of Stock Options The number of stock options to be issued is a maximum of 3,500,000, which entitle to subscribe for a maximum of 3,500,000 shares in Aldata Solution. 2. Stock Options Of the stock options 750,000 will be marked with the symbol 2008A, 750,000 will be marked with the symbol 2008B, 750,000 will be marked with the symbol 2008C, 750,000 will be marked with the symbol 2008D, 250,000 will be marked with the symbol 2008E and 250,000 will be marked with the symbol 2008F. Those, to whom stock options will be issued, will be notified in writing by the Company about the offer of stock options. The stock options will be distributed to the recipient after he or she has accepted the offer of the Company. Should the stock options not have been transferred to the book-entry securities system, stock option certificates shall, upon request, be delivered to the stock option owner at the start of the relevant share subscription period. 3. Right to Stock Options The stock options shall, with deviation from the shareholders' pre-emptive right to subscription, be granted to the key persons of the Aldata Solution Group and to a wholly owned subsidiary of Aldata Solution defined by the Board of Directors (Subsidiary). It is proposed that the shareholders' pre-emptive right to subscription be deviated from since the stock options are intended to form a part of the Aldata Solution Group's incentive and commitment program for the key persons. Among those entitled to the subscription may be related parties of Aldata Group. The key persons belonging to this group own altogether approximately 0.4% percent of the shares and the voting rights in the Company. 4. Distribution of Stock Options The Board of Directors shall decide on the distribution of stock options. The Subsidiary shall be distributed stock options to the extent to which the stock options are not distributed to the key persons of Aldata Solution Group. The Board of Directors of Aldata Solution shall later on decide upon the further distribution of the stock options issued to the Subsidiary, to the key persons employed by or to be recruited by Aldata Solution Group. The subscription period of stock options shall begin on 1 March 2008 and end on 31 December 2008. Upon issue all stock options shall be distributed to the Subsidiary. The Board of Directors of Aldata Solution shall later on decide upon the further distribution of the stock options issued to the Subsidiary, to the key persons employed by or to be recruited by Aldata Solution Group. The Board of Directors has the right to decide upon the further distribution of the stock options issued to the Subsidiary with respect to all issued stock options as of 1 March 2008. The stock options will be distributed without consideration. 5. Transfer of Stock Options and Obligation to Offer Stock Options The stock options are freely transferable, when the relevant share subscription period has begun. The Company shall hold the stock options on behalf of the stock option owner until the beginning of the share subscription period. The stock option owner has the right to acquire the possession of the stock options when the relevant share subscription period begins. Should the stock option owner transfer his/her stock options, she or he shall without delay be obliged to inform the Company about the transfer in writing. The Board of Directors may, as an exception to the above, permit the transfer of a stock option before such date, given that the reason is justifiable from the Company's perspective. Should a stock option owner cease to be employed by or in the service of the Aldata Solution Group, for any other reason than the death of the person, or the statutory retirement of the person in compliance with the employment or service contract, or the retirement of the person otherwise determined by the Company, before the share subscription period in accordance with Section II.2 has begun, such person shall without delay offer to the Company or its order, free of charge, the stock options for which the share subscription period in accordance with Section II.2 has not begun on the last day of such person's employment or service. The Board of Directors can, however, when the options have been offered to the Company, decide that the stock option owner is entitled to hold the offered stock options or a part of the options, given that the reason is justifiable from the Company's perspective. Regardless of whether the stock option owner has offered his/her stock options to the Company or not, the Company is entitled to inform the stock option owner in writing that the stock option owner has severed his/her stock options on the basis of the above-mentioned reasons. Should the stock options be transferred to the book-entry securities system, the Company has the right, whether or not the stock options have been offered to the Company, to request for transfer and transfer all the stock options, which are under the offering obligation, from the stock option owner's book-entry account to the book-entry account appointed by the Company without the consent of the stock option owner. In addition, the Company is entitled to register transfer restrictions and other restrictions concerning the stock options to the stock option owner's book-entry account without the consent of the stock option owner. II SHARE SUBSCRIPTION TERMS AND CONDITIONS 1. Right to Subscribe New Shares Each stock option entitles its owner to subscribe for one (1) share in Aldata Solution. As a result of the subscriptions the number of shares of Aldata Solution may be increased by a maximum of 3,500,000 new shares. The shares of the company have no nominal value. On the basis of the stock options, the Subsidiary shall not be entitled to subscribe shares as a subsidiary of Aldata Solution in Aldata Solution. 2. Share Subscription and Payment The share subscription period shall begin on: - for stock option 2008A; 1 March 2009; - for stock option 2008B; 1 March 2010; - for stock option 2008C; 1 March 2011; - for stock option 2008D; 1 March 2012; - for stock option 2008E; after the closing quotation of the Company's share exceeds for the first time EUR 4.50 on the OMX Nordic Exchange Helsinki Oy for a period of 45 trading days within any period of 365 days; - for stock option 2008F; after the closing quotation of company's share exceeds for the first time EUR 6.50 on the OMX Nordic Exchange Helsinki Oy for a period of 45 trading days within any period of 365 days. The share subscription period ends with respect to all options on 28 February 2013. The share subscription shall take place at the head office of Aldata Solution or possibly at another location to be determined later. The subscriber shall transfer the respective stock option certificates with which he/she subscribes shares to the Company, or in case the stock options have been transferred to the book-entry securities system, the stock options with which shares have been subscribed shall be removed from the subscriber's book-entry account. Payment for shares subscribed shall be effected upon subscription to the bank account appointed by the Company. The Company shall decide on all measures concerning the share subscription. 3. Share Subscription Price The share subscription price for all stock options shall be the trade volume weighted average quotation of Aldata Solution's share on the OMX Nordic Exchange Helsinki Oy during 30 trading days preceding the Extraordinary General Meeting resolving the issuance of stock options. From the share subscription price of stock options shall, as per the dividend record date, be deducted the amount of the dividend decided to be distributed after the Extraordinary General Meeting held on 21 February 2008, but before share subscription. The share subscription price shall nevertheless always amount to at least EUR 0.01 per share. 4. Registration of Shares Shares subscribed for and fully paid shall be registered in the book-entry account of the share subscriber. 5. Shareholder Rights The dividend rights and other shareholder rights relating to the shares subscribed shall commence after the new shares have been entered into the Trade Register. 6. Share Issues, Convertible Bonds and Stock Options before Share Subscription Should the Company, prior to the share subscription issue shares and the subscription or receiving of the shares is based on the share ownership in the Company, or issue stock options, a stock option owner shall have the same rights as or an equal right to that of a shareholder. Equality is reached in the manner determined by the Board of Directors or, if necessary, on the basis of a resolution of the shareholders' meeting by amending the terms of the option rights by adjusting the number of shares available for subscription, the share subscription price or both of these. 7. Rights in Certain Situations Should the Company reduce its share capital before the share subscription, the subscription right accorded by the terms and conditions of the stock options shall be adjusted accordingly as specified in the resolution to reduce the share capital. Should the Company be placed in liquidation before the share subscription, the stock option owner shall be given an opportunity to exercise his/her subscription right prior to the beginning of the liquidation proceedings within a period of time determined by the Board of Directors. If the Company is removed from the Trade register before the share subscription has occurred, the option owner shall have the same right as, or an equal right to, that of a shareholder. Should the Company resolve to merge in another company, as the company being acquired or in a company to be formed in a combination merger or should the Company resolve to be divided, the stock option owner shall, prior to the merger or division, be given the right to subscribe for the shares with his/her stock options within a period of time determined by the Board of Directors. After such date no subscription right shall exist. In the above mentioned situations the stock option owner has no right to require that the Company redeems the stock options from him/her for market value. Should the Company, after the beginning of the share subscription period, resolve to acquire or redeem its own shares or stock options or other special rights entitling their owners to subscribe the shares in the company as set forth in the Finnish Companies Act, by an offer made to all shareholders, the stock option owners shall be offered equivalent rights and options. In other situations the acquisition of the Company's own shares, stock options and / or other special rights does not require the Company to take any action in relation to the stock options. In case, before the end of the subscription period, a situation, as referred to in Chapter 18 Section 1 of the Finnish Companies Act, in which a shareholder possesses over 90% of the shares of the Company and therefore has the right and obligation to redeem the shares of the remaining shareholders, or an obligation to make a mandatory bid, as referred to in the Finnish Securities Market Act, arise, stock option owners shall be entitled to use their right of subscription by virtue of the stock option within a period of time determined by the Board of Directors. In case of a mandatory bid the Board of Directors may grant to stock option owner a right to offer his/her stock options for redemption irrespective of the beginning of the share subscription period. In case the company decides to distribute its funds as determined in the Finnish Companies Act Chapter 13, Section 1 paragraph 1, the decision or the distribution of funds shall have no other effect to the rights of the option holder than the reduction of the share subscription price referred in Section II.3 above. III OTHER MATTERS The laws of Finland shall be applied to these terms and conditions. Any disputes arising in relation to the stock options shall be settled by arbitration in accordance with the Arbitration Rules of the Central Chamber of Commerce. The Board of Directors may decide on the transfer of the stock options to the book-entry securities system at a later date. Further, the Board of Directors may decide on the resulting technical amendments to these terms and conditions, including those amendments and specifications to the terms and conditions, which are not considered essential. Other matters related to the stock options are decided on by the Board of Directors. The stock option documentation is kept available for inspection at the head office of Aldata Solution. The Company shall be entitled to withdraw the stock options, which have not been transferred, and the shares which have not been subscribed, free of charge, if the stock option owner acts against these terms and conditions, or against regulations given by the Company on the basis of these terms and conditions, or against applicable law, or against regulations by authorities. These terms and conditions have been made in Finnish and English. In case of any discrepancy between the Finnish and English terms and conditions, the Finnish terms and conditions shall have decisive effect. |
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