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2009-03-11 13:00:00 CET 2009-03-11 13:02:07 CET REGULATED INFORMATION Aldata Solution Oyj - Notice to general meetingNOTICE OF THE ANNUAL GENERAL MEETINGAldata Solution Oyj STOCK EXCHANGE RELEASE 11 March 2009, at 2.00 p.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 Tuesday, 31 March 2009 at 14.00 p.m. The meeting shall be held at the company's premises, address Vetotie 3, Vantaa, Finland. Registration of participants shall begin at 13.15 pm. Matters on the agenda of the Annual General Meeting and the procedure 1. Opening of the meeting and election of the chairman 2. Election of the secretary 3. Election of the scrutinizers of the minutes and the supervisors for counting the votes 4. Legality and quorum of the meeting 5. Confirming the list of votes 6. Business review by the Chief Executive Officer 7. Presentation of the financial statement 8. Presentation of the audit report 9. Adoption of the income statement, balance sheet and consolidated income statement and consolidated balance sheet 10. 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 2008 and the result for the year be carried forward to the retained earnings account. 11. Resolution on the discharge of the members of the Board of Directors and the Chief Executive Officer from liability 12. Resolution on the remuneration of the members of the Board of Directors and the Auditor Certain shareholders representing over 21% of the total amount of shares propose to the Annual General Meeting that those members of the Board of Directors who are independent from the Company and/or its most significant shareholders are paid as remuneration EUR 2,100 per month. The same shareholders also propose that the non-independent Board members are not compensated for their membership. 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. 13. Resolution on the number of the members of the Board of Directors Certain shareholders representing over 21% of the total amount of shares propose to the Annual General Meeting that the number of members of the Board of Directors remains the same, i.e. five. 14. Election of the Members of the Board of Directors Certain shareholders representing over 21% of the total amount of shares propose to the Annual General Meeting that the present members of the Board of Directors, William F. Chisholm, Thomas E. Peterson, Aarne Aktan, Tommy H. Karlsson and Bertrand Sciard, be re-elected for the term of office continuing until the end of the next Annual General Meeting. Of the proposed Directors Tommy H. Karlsson and Aarne Aktan are independent from the Company and its major shareholders. William F. Chisholm and Thomas E. Peterson are dependent on a major shareholder and Bertrand Sciard is dependent on the Company and a major shareholder. More information on the proposed members of the Board of Directors is available on the Company's website, www.aldata-solution.com. 15. Election of the Auditor 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 Board of Directors recommends re-election of Ernst & Young Oy, Authorized Public Accounting Firm with Ms. Anne Vuorio, Authorized Public Accountant, as principal auditor. 16. 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 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 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 1 April 2008 and is valid until 30 June 2010. 17. 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 percent of the company's shares. 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, 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 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 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 1 April 2008 and is valid until 30 June 2010. 18. Proposal of the Board of Directors on the amendment of terms and conditions of the Stock Option Program 2008A-2008F The Board of Directors proposes that the Annual General Meeting decides on amending the first paragraph of Part II, Section 3 "Share Subscription Price" of the Terms and Conditions of the Stock Option Program 2008A-2008F resolved by the Extraordinary General Meeting of the company on 21 February 2008 so that the share subscription price for stock option rights 2008B, 2008C, 2008D, 2008E and 2008F is lowered. The Board of Directors proposes that the terms and conditions of the stock option program are amended so that new share subscription price with stock option rights 2008B-2008F is EUR 0.42, which corresponds to the current market price of Aldata Solution's share added with a 30 percent premium. The current share subscription price with all stock option rights 2008A-2008F is EUR 1.13, which corresponds to the trade volume weighted average quotation of Aldata Solution's shares on OMX Nordic Exchange Helsinki Ltd during 30 trading days preceding the Extraordinary General Meeting held on 21 February 2008. The Board of Directors also proposes that the Annual General Meeting decides on amending the first paragraph of Part II, Section 2 "Share Subscription and Payment" of the Terms and Conditions of the Stock Option Program 2008A-2008F resolved by the Extraordinary General Meeting of the company on 21 February 2008 so that the share prices that trigger the start of the share subscription periods for stock option rights 2008E and 2008F are lowered. The Board of Directors proposes 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. According to the current Stock Option Program 2008A-2008F terms and conditions, the share subscription period for stock options 2008E starts after the closing quotation of the Company's share exceeds for the first time EUR 4.50 on OMX Nordic Exchange 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 6.50 on OMX Nordic Exchange Helsinki Ltd. for a period of 45 trading days within any period of 365 days. The share subscription price for stock option rights 2008A as well as other terms and conditions of the Stock Option Program 2008A-2008F shall remain unchanged. The global financial crisis has caused a radical diminishing of general price levels on the stock markets. As the stock options are intended as a part of the company's incentive scheme, it is not expedient for the Company that the share subscription price with the stock options is significantly higher than the actual share price. The Board of Directors grounds its proposal on the too significant difference between the current share subscription price with the stock options and the actual share price, which prevents the realization of the incentive purpose of the stock option scheme. Also, to facilitate the recruiting of key personnel needed in relation to the extension of the business, the share subscription price should be attractive. Key personnel holding stock option rights 2008A-2008F have expressed to the Board of Directors their intention to purchase shares through public trade in the amount correspondent to at least one tenth (1/10) of all their stock options in case the company consents to lower the subscription price. 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. 19. Resolution on changes to be made to the company's Articles of Association based on the Finnish Corporate Governance Code The Board of Directors proposes that the Annual General Meeting decides on changing Section 7 of the Articles of Association to be as follows: "Notice of a General Meeting of Shareholders shall be given to shareholders no earlier than two months and 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. In order to attend a General Meeting, a shareholder must notify the company by the date stated in the notice of the meeting, which may be no more than five days before the meeting." 20. Further items 21. Closing of the Meeting Documentation 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, Vetotie 3, 01610 Vantaa, Finland from 16 March 2009 onwards. Printed version of the Annual Report 2008 of Aldata Solution Oyj has been available at the company's websites (www.aldata-solution.com) from 10 March 2009 onwards. 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 Annual Report and copies of the aforementioned documents and their appendices shall be sent to shareholders on request. Right to participate at the Meeting A shareholder, who/which is registered as the company's shareholder in the shareholders' register maintained by Euroclear Finland Ltd. (former Finnish Central Securities Depository Ltd.) on 20 March 2009 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. Registration A shareholder wanting to participate in the Annual General Meeting shall register no later than at 16:00 pm (Finnish time) on 26 March 2009 either by e-mail to address: registration@aldata-solution.com, by phone +358 10 8208 012 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. A shareholder may participate in the meeting and exercise his/her rights at the meeting by way of proxy representation. Proxy documents should be delivered in originals to the aforementioned address before the last date and time of registration. Other Information On the date of this invitation Aldata Solution Oyj has a total of 68,733,395 shares and votes. Vantaa, 10 March 2009 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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