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2008-04-01 14:45:00 CEST 2008-04-01 14:45:09 CEST REGULATED INFORMATION Aldata Solution Oyj - Decisions of general meetingDECISIONS OF THE 2008 ANNUAL GENERAL MEETING OF ALDATA SOLUTION OYJAldata Solution Oyj STOCK EXCHANGE RELEASE April 1, 2008, 3.45 p.m. (EET) DECISIONS OF THE 2008 ANNUAL GENERAL MEETING OF ALDATA SOLUTION OYJ The Annual General Meeting of Aldata Solution Oyj was held in Vantaa, Finland, on April 1st, 2008. Financial statements were confirmed for the fiscal year 2007. 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 2007 and decided according to the Board's proposal that no dividend will be distributed on the year 2007. The result for the year will be carried forward to the retained earnings account. Discharging from liability The Annual General Meeting discharged the Board members and the CEO from liability for the fiscal year 2007. Repurchase of company shares The Annual General Meeting unanimously authorized 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 the OMX Nordic Exchange in Helsinki Oy 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 29 March 2007 and is valid until 30 June 2009. Share Issue and Granting Special Rights The Annual General Meeting authorized 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 to do 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 29 March 2007 and are valid until 30 June 2009. Completing the Terms and Conditions of the Stock Options 2008A - 2008F In accordance with the proposal of the Board of Directors, the Annual General Meeting resolved to complete the Terms and Conditions of the Stock Options 2008A-2008F so that the subscription price for the shares to be subscribed pursuant said stock options shall be entered into the reserve on invested non-restricted equity. The other terms and conditions of the stock options shall remain unchanged. Issuance of Stock Options 2008G The Annual General Meeting resolved on issuance of the stock options 2008G to the members of the Board of Directors of the company who are considered as independent from the Company and/or Company's significant shareholders in accordance with the proposal of the Board of Directors. According to the resolution 90,000 stock options will be issued giving entitlement to the subscription of altogether 90,000 shares of the Company. There are substantial financial reasons for deviating from the shareholders' pre-emptive subscription right as set forth in Companies Act Chapter 9, Section 4 as the stock options to be issued are part of the company's incentive scheme. The share subscription price with all 2008G stock options shall be 1.04 €.The proposal by the Board to the Annual General Meeting was approved as such. Board of Directors' composition The Annual General Meeting 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 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 issued 30'000 options under the stock option program 2008G, and that the non-independent Board members shall not be compensated for the membership. Auditors Ernst & Young Oy was re-appointed to be the company's auditor, under the supervision of principal auditor Tomi Englund (APA). Aldata Solution Oyj Board of Directors Further information: Aldata Solution Oyj, Thomas Hoyer, CFO, tel. +358 45 670 0491 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 nearly 600 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 in Helsinki Media |
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