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2011-03-09 08:00:00 CET 2011-03-09 08:00:38 CET REGULATED INFORMATION Aldata Solution Oyj - Notice to general meetingNOTICE OF THE ANNUAL GENERAL MEETINGAldata Solution Oyj STOCK EXCHANGE RELEASE 9 March 2011, at 9.00 a.m. (EET) NOTICE OF THE ANNUAL GENERAL MEETING Shareholders of Aldata Solution Oyj are invited to attend the Annual General Meeting to be held on Thursday, 7 April 2011 at 2:00 pm EET. The meeting shall be held in the Company's premises at Polaris Business Park, Capella Building, Itsehallintokuja 6, 02600 Espoo, Finland. Registration of participants shall begin at 1:15 pm EET. A. Matters on the agenda of the Annual General Meeting 1. Opening of the meeting and election of the chairman 2. Calling the meeting to order 3. Election of the scrutinizers of the minutes and the supervisors for counting the votes 4. Legality of the meeting 5. Recording the attendance at the meeting and adoption of the list of votes 6. Presentation of the annual accounts, the report of the Board of Directors and the Auditor's report for the year 2010 - Review by the CEO 7. Adoption of the annual accounts 8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend The Board of Directors proposes to the Annual General Meeting that no dividend be distributed for the financial year 2010 and the result for the year be carried forward to the retained earnings account. 9. Resolution on the discharge of the members of the Board of Directors and the Chief Executive Officer from liability 10. Resolution on the remuneration of the members of the Board of Directors andthe Auditor The Nomination Committee of the Board of Directors proposes the Annual General Meeting to approve the following compensation to be paid to the members of the Board of Directors being independent from the company and/or its major shareholders until the close of the next Annual General Meeting: * The Chairman of the Board of Directors EUR 3,675 / month and EUR 800 per each meeting of the Board of Directors, whether in person or by telephone, lasting over 30 minutes. * The Vice-Chairman of the Board of Directors EUR 2,900 / month and EUR 600 per each meeting of the Board of Directors, whether in person or by telephone, lasting over 30 minutes. * Other members of the Board of Directors EUR 2,100 / month and EUR 400 per each meeting of the Board of Directors, whether in person or by telephone, lasting over 30 minutes. In addition, the members of the Audit Committee of the Board of Directors being independent from the company and/or its most significant shareholders are proposed to be paid the following fees until the close of the next Annual General Meeting: * The Chairman of the Audit Committee EUR 800 per each meeting of the Audit Committee, whether in person or by telephone, lasting over 30 minutes. * Other members of the Audit Committee EUR 400 per each meeting of the Audit Committee, whether in-person or by telephone, lasting over 30 minutes. The members of the Board of Directors who are dependent on a major shareholder or on the company are proposed not to be paid any fees related to their membership in the Board of Directors or in the Board committees. The Board of Directors proposes to the Annual General Meeting that the Auditor to be chosen shall be remunerated in accordance with a reasonable invoice presented by him/her. 11. Resolution on the number of the members of the Board of Directors The Nomination Committee of the Board of Directors proposes to the Annual General Meeting that the number of members of the Board of Directors remains the same, i.e. six (6). 12. Election of the Members of the Board of Directors The Nomination Committee of the Board of Directors propose to the Annual General Meeting that of the present members of the Board of Directors Mr. Aarne Aktan, Mr. William F. Chisholm, Mr. Pertti Ervi, Mr. Tommy H. Karlsson and Mr. Bertrand Sciard be re-elected as members of the Board of Directors. The Committee also proposes that Ms. Michele Fitzpatrick be elected as a new member of the Board of Directors. The term of office of the new Board of Directors shall continue until the end of the next Annual General Meeting. Of the proposed directors Aarne Aktan, Pertti Ervi, Michele Fitzpatrick, Tommy H. Karlsson and Bertrand Sciard are independent from the company's major shareholders. William F. Chisholm is dependent on a major shareholder and Bertrand Sciard is dependent on the company. More information on Michele Fitzpatrick and the company's present members of the Board of Directors is available on the company's website, www.aldata-solution.com. 13. Election of the Auditor The Audit Committee of the Board of Directors has evaluated the performance and the independence of the current auditor of the company, Ernst & Young Oy, Authorized Public Accounting Firm, for the previous term. The Audit Committee recommends re-election of Ernst & Young Oy, Authorized Public Accounting Firm with Ms. Anne Vuorio, Authorized Public Accountant, as principal auditor. 14. Authorization to the Board of Directors to repurchase the company's own shares The Board of Directors proposes that the Annual General Meeting authorizes 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 own 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 shares can be acquired to, among other things, develop the company's capital structure, to carry out potential corporate acquisitions or other arrangements related to developing the company's business, to finance investments, as part of the company's incentive schemes, or to be held by the company or otherwise disposed or cancelled in the manner and extent as decided by the Board of Directors. The Board of Directors would decide on other terms in relation to the repurchase of the shares. This authorization replaces the authorization granted by the Annual General Meeting on 8 April 2010 and is valid until 30 June 2012. 15. Authorization to the Board of Directors to decide on a share issue and granting special rights The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to decide to issue and/or convey new shares and/or the company's own shares either against payment or for free. The subscription price for the shares may be paid also against contribution in kind. In addition, the Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to decide to grant special rights referred to in Chapter 10, Section 1 of the Companies Act, that would carry a right to receive, against payment, new shares of the company or the company's own shares held by the company in such a manner that the subscription price of the shares is paid in cash or by using the subscriber's receivable to set off the subscription price. The Board of Directors is entitled to issue and/or convey a maximum of 14,000,000 shares in the company. The maximum amount of shares to be proposed to be issued and / or conveyed pursuant to the authorization represents approximately 20 % of the company's shares. New shares and/or option rights 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 to do so, such as the development of the capital structure of the company, carrying out corporate acquisitions or other business arrangements to develop the business of the company or financing capital expenditure or using the shares and/or option rights as part of the Company's incentive schemes in the extent and manner decided by the Board of Directors. The Board of Directors may also decide on a Free Share Issue to the company itself. The number of shares to be issued to the company together with the shares repurchased to the company on the basis of the repurchase authorization shall be a maximum of one tenth (1/10) of all the company's shares. The subscription price of the new shares and the consideration payable for the company's own shares may be recorded partially or fully in the invested non- restricted own equity fund or in the share capital in the extent and manner decided by the Board of Directors. The Board of Directors shall decide on other terms and conditions related to the share issues and granting of special rights. These proposed authorizations shall replace the authorizations given by the Annual General Meeting on 8 April 2010 and is valid until 30 June 2012. 16. Closing of the Meeting B. Documents of the general meeting The proposals to be put to the agenda of the Annual General Meeting detailed above, together with this invitation, shall be available for consultation at Aldata Solution Oyj's website at www.aldata-solution.com as from 9 March 2011. Aldata Solution Oyj's Annual Report, containing the company's Financial Statements and Review of the Board of Directors shall be available at the site referred to above as from 16 March 2011. Documents pertaining to the financial statements and the Board of Directors' proposals with appendices shall be on display for viewing by shareholders at the company's premises, Polaris Business Park, Capella building, Itsehallintokuja 6, 02600 Espoo, Finland from 16 March 2011 onwards. Printed version of the Annual Report 2010 of Aldata Solution Oyj shall be published on week 13 and is available at the company's head office and at the Annual General Meeting. The Annual Report and copies of the aforementioned documents and their appendices shall be sent to shareholders on request. The minutes of the meeting will be available on the above-mentioned website and at the company's premises as from 21 April 2011. C. Instructions for the participants in the general meeting 1. Shareholders registered in the shareholders' register A shareholder, who/which is registered as the company's shareholder in the shareholders' register maintained by Euroclear Finland Ltd. on 28 March 2011 has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her personal book-entry account, is registered in the shareholders register of the company. A shareholder wanting to participate in the Annual General Meeting shall register at the latest on Monday 4 April 2011 at 10 am EET either by e-mail to address: registration@aldata-solution.com, by phone +358 10 820 8021 (from Monday to Friday between 9:00 am and 4:00 pm EET) or by mail addressed to Aldata Solution Oyj / Legal Affairs, P.O. Box 266, 00101 Helsinki, Finland. In connection with the registration a shareholder shall notify his/her name, personal identification number, address, telephone number and the name of a possible assistant. All personal data provided to Aldata Solution Oyj will only be used for the purposes of the Annual General Meeting and in connection with processing of the necessary registrations relating to the meeting. 2. Holders of nominee registered shares A holder of nominee registered shares has the right to participate in the general meeting by virtue of such shares, based on which he/she on the record date of the general meeting, i.e. on 28 March 2011, would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Ltd. The right to participate in the general meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders' register held by Euroclear Finland Ltd. at the latest by Monday 4 April 2011 at 10 am EET. As regards nominee registered shares this constitutes due registration for the general meeting. A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the shareholder's 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 by the time stated above. 3. Proxy representative and powers of attorney A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting also 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. Proxy documents should be delivered in originals to the aforementioned address before the last date and time of registration. 4. Other Instructions and Information 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. On the date of this invitation Aldata Solution Oyj has a total of 68,733,395 shares and votes. Helsinki 8 March 2011 ALDATA SOLUTION OYJ Board of Directors Further information: Aldata Solution Oyj, Bertrand Sciard, tel. +33 1 46 48 28 00 About Aldata Aldata is a global leader in supplier to consumer business optimization. We help reduce costs, time, and waste, for retailers, distributors, and manufacturers, while improving availability, service, and customer retention. Founded in 1988, Aldata has an unparalleled track record of delivering successful projects for the world's largest retail and consumer brands, wholesale and distribution organizations, and specialist store chains. 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 [HUG#1495558] |
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