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2007-03-08 08:30:30 CET 2007-03-08 08:30:30 CET REGULATED INFORMATION Aldata Solution Oyj - Notice to general meetingALDATA SOLUTION OYJ'S INVITATION TO THE ANNUAL GENERAL MEETINGShareholders of Aldata Solution Oyj are invited to attend the Annual General Meeting on Thursday, 29 March 2007. The Meeting shall be held in the RAKE-sali, address Erottajankatu 4 C, third floor, Helsinki, commencing at 10.00 am. Registration of participants shall begin at 9.15 am. The following matters shall be put before the Meeting: 1) The matters referred to in Article 10 of the company's Articles of Association 2) Amendment of the Articles of Association The Board of Directors proposes that the Articles of Association are amended as follows: 1. Article 3 concerning the minimum and maximum share capital shall be removed. 2. Article 4 concerning the nominal value of the Company's share shall be removed. 3. Article 7 shall be amended so that the right to sign for the Company shall be changed into authorization to represent the Company. 4. Article 10 concerning the Annual General Meeting shall be amended to correspond to the new Companies Act. 5. Article 14 concerning the obligation to redeem shares shall be removed and replaced by a reference to Article 6:10 of the Securities Markets Act containing regulations on obligation to redeem shares. 3) Board of Directors' proposal on authorizing the Board to decide on the repurchase of the Company's own shares The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to decide on the repurchase of the Company's own shares up to a maximum of 5,000,000 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 Helsinki Stock Exchange at the applicable quoted price. The shares can be acquired to 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. 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 6 April 2006 and is valid until 30 April 2008. 4) Board of Directors' proposal on authorizing the Board to decide on a share issue The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to decide on issuing up to a maximum of 6,800,000 new shares and on conveying up to a maximum number of 5,000,000 of the own shares held by the Company, either against payment or for free. The new shares can be issued and the own shares held by the Company conveyed to the Company's shareholders in proportion to their present holding or by means of a directed issue, deviating from the pre-emptive subscription rights of the shareholders, if there is a weighty financial reason for the Company to do so. The Board of Directors would be authorized to decide on a free share issue also to the Company itself. The number of shares to be issued to the Company shall not exceed 5,000,000, including the number of own shares acquired by the Company by virtue of the authorization to repurchase the Company's own shares. The subscription price of the new shares shall be recorded in the fund of invested non-restricted equity and the consideration paid for the Company's shares shall be recorded, either fully or partly, in the fund of invested non-restricted equity as decided by the Board of Directors on case by case basis. The share issue authorization is valid until 30 April 2008. 5) Dividend The Board of Directors proposes that no dividend shall be distributed for the financial year 2006 and the parent company's result for the year shall be carried forward to the retained earnings account of the non-restricted equity. Display of documents Documents pertaining to the financial statements and the Board's proposals mentioned in sections 2, 3 and 4 above shall be on display for viewing by shareholders at the Company's head office, Rauhankatu 13 A 1, Helsinki from 22 March 2007. The Company's annual report on the year 2006 shall be available at the company's Internet pages (www.aldata-solution.com ) from 8 March 2007. The English version of the annual report shall be published on week 13 and is available at the Company's head office and at the Annual General Meeting. The English version of the annual report and copies of the aforementioned documents and their appendices shall be sent to shareholders on request. Right to participate at the Meeting Shareholders who are registered no later than 19 March 2007 in company's shareholder register maintained by the Finnish Central Securities Depository Ltd are entitled to participate in the Annual General Meeting. Shareholder whose shares are held under the name of a nominee can request to be temporarily recorded in the Company's shareholder register ten (10) days prior to the date of the Annual General Meeting at the latest in order to be able to attend the meeting. Notification Shareholders wishing to attend the Annual General Meeting are required to notify the company by 4.00 pm (EET) on 26 March 2007 either by e-mail to registration@aldata-solution.com or by telephone at +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 5 March 2007 ALDATA SOLUTION OYJ Board of Directors Further information Aldata Solution Oyj, Pekka Vennamo, Chairman of the Board, tel. + 358 45 6700 520 Aldata Solution Oyj, Markus Kivimäki, Vice President, Legal Affairs, tel. +33 671 42 86 83 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 600 Aldata professionals and a global partner network. Aldata is a public company quoted on the Helsinki Stock Exchange with the identifier ALD1V. More information at: www.aldata-solution.com. |
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