NOTICE OF THE ANNUAL GENERAL MEETING
(Thomson Reuters ONE) -
Aldata Solution Oyj
STOCK EXCHANGE RELEASE
2 March 2010 at 4.00 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 Thursday, 8 April 2010 at 2:00 pm EET. The meeting shall
be held at the company's premises, address Vetotie 3, Vantaa, Finland.
Registration of participants shall begin at 1:15 pm EET.
A. Matters on the agenda of the Annual General Meeting and the procedure:
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 2009
-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 2009 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 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 and EUR 400 per each
meeting of the Board of Directors, whether in-person or by telephone, lasting
over 15 minutes. 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.
11. 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 (5).
12. 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 Mr. William F. Chisholm, Mr. Aarne Aktan, Mr. Tommy H. Karlsson and
Mr. Bertrand Sciard be re-elected as members of the Board of Directors and Mr.
Pallab Chatterjee 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 Tommy H. Karlsson and Aarne Aktan are independent from
the company and its major shareholders. William F. Chisholm and Pallab
Chatterjee 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
13. 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.
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 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 31 March 2009 and is valid until 30 June 2011.
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 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 31 March 2009
and is valid until 30 June 2011.
16. Resolution on changes to be made to the company's Articles of Association
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
three (3) months and no later than three (3) weeks prior to a meeting and at
least nine (9) days prior to the record date set for the meeting as defined in
Subsection 2 of Section 2 of Chapter 4 of the Companies Act by setting the
Notice of a General Meeting of Shareholders on company's website or by sending
the notice to shareholders in a letter posted to the addresses registered in the
company's list of shareholders. In addition the Board of Directors may publish
the Notice of the General Meeting of Shareholders in one or more daily newspaper
commonly distributed in Finland. In order to attend the Annual 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 (5) days before the meeting."
17. 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
Annual Report, containing the company's Financial Statements and Review by the
Board of Directors shall be available at the site referred to above from 17
March 2010. 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
17 March 2010 onwards. Printed version of the Annual Report 2009 of Aldata
Solution Oyj shall be published on week 14 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 as from 22 April 2010.
C. Instructions for the participants in the general meeting
1. Right to participate in the Meeting and registration
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 25 March 2010 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 6 April 2010 at 10:00 am EET either by e-mail to
address: registration(at)aldata-solution.com, by phone +358 10 8208 012 (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.
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.
2. 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.
3. Holders of nominee registered shares
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 1 April 2010, by 10:00 am
EET. A notification regarding temporary entry of a holder of nominee registered
shares into the shareholders' register of the company is regarded as a notice of
participation in the Annual General Meeting.
4. Other Information
On the date of this invitation Aldata Solution Oyj has a total of 68,733,395
shares and votes.
Vantaa, 1 March 2010
Aldata Solution Oyj
Board of Directors
Further information:
Aldata Solution Oyj, Graham Howell, CFO, tel. +33 633 057 620
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. 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#1390126]
Unternehmensinformation / Kurzprofil:
Datum: 02.03.2010 - 15:01 Uhr
Sprache: Deutsch
News-ID 13060
Anzahl Zeichen: 0
contact information:
Town:
Vantaa
Kategorie:
Business News
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