NOTICE OF THE ANNUAL GENERAL MEETING
(Thomson Reuters ONE) -
Aldata 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 and
the 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(at)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
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(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Aldata Solution Oyj via Thomson Reuters ONE
[HUG#1495558]
Unternehmensinformation / Kurzprofil:
Datum: 09.03.2011 - 08:01 Uhr
Sprache: Deutsch
News-ID 52270
Anzahl Zeichen: 17467
contact information:
Town:
Vantaa
Kategorie:
Business News
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