Aldata Solution : Oyj : NOTICE OF THE ANNUAL GENERAL MEETING
05/30/2012| 03:35pm US/Eastern
Aldata Solution Oyj, Stock Exchange Release, 30 May 2012 at 10.30 p.m. (EET)
ALDATA SOLUTION OYJ: NOTICE OF THE ANNUAL GENERAL MEETING
Shareholders of Aldata Solution Oyj are invited to attend the Annual General Meeting to be held on Wednesday, 20 June 2012 at 4 pm EET. The meeting shall be held at the Company's premises in Espoo, Finland, address: Polaris Business Park, Capella Building, Itsehallintokuja 6, 02600 Espoo. Registration of participants shall begin at 3.15 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 2011
- Review by the CEO
7. Adoption of the Annual Accounts
8. Resolution on the Use of the Result Shown on the Balance Sheet and the Payment of Dividend
The Board of Directors proposes to the Annual General Meeting no dividend be distributed for the financial year 2011 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
Symphony Technology II-A, L.P. the majority shareholder owning more than 90 per cent of the shares in the Company, 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's majority shareholder until the close of the next Annual General Meeting:
EUR 1,000 in a month and EUR 1,000 per each meeting of the Board of Directors, whether in person or by telephone, lasting over 10 minutes.
The members of the Board of Directors who are dependent on the Company's majority shareholder are proposed not to be paid any fees related to their membership in the Board of Directors.
Symphony Technology II-A, L.P., the majority shareholder owning more than 90 per cent of the shares in the Company, 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
Symphony Technology II-A, L.P., the majority shareholder owning more than 90 per cent of the shares in the Company, proposes to the Annual General Meeting that the number of members of the Board of Directors remains the same, i.e. four (4).
12. Election of the Members of the Board of Directors
Symphony Technology II-A, L.P., the majority shareholder owning more than 90 per cent of the shares in the Company, proposes to the Annual General Meeting that the present members of the Board of Directors, Mr. Aarne Aktan, Mr. William F. Chisholm, Ms. Michele Fitzpatrick and Mr. Bertrand Sciard be re-elected as members 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, Michele Fitzpatrick and Bertrand Sciard are independent from the Company's majority shareholder. William F. Chisholm is dependent on the majority shareholder. All the proposed directors have given their consent to the re-election. More information on the members of the Board of Directors is available on the company's website www.aldata.com:
13. Election of the Auditor
Symphony Technology II-A, L.P., the majority shareholder owning more than 90 per cent of the shares in the Company, proposes to the Annual General Meeting the re-election of Ernst & Young Oy, Authorized Public Accounting Firm with Ms. Anne Vuorio, Authorized Public Accountant, as the principal auditor.
14. 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.com as from 30 May 2012. Aldata Solution Oyj's Annual Report 2011 containing the Company's Financial Statements and Review of the Board of Directors is available on the Company's website at www.aldata.com. 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 BusinessPark, Capella building, Itsehallintokuja 6, 02600 Espoo, Finland as from 30 May 2012 onwards. Printed version of the Annual Report 2011 of Aldata Solution Oyj is available at the Company's head office and at the Annual General Meeting. 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 4 July 2012.
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 8 June 2012 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 Friday, 15 June 2012 at 10 am EET either by e-mail to address: firstname.lastname@example.org, by phone +358 40 536 5817 (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. The registration of the participants shall begin on Thursday, 31 May 2012 at 9 am EET. 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 8 June 2012, 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 Friday, 15 June 2012 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 68 768 395 shares and votes.
Aldata Solution Oyj
Board of Directors
Investor relations, tel. +358 10 820 8000
Aldata is a global leader in retail and distribution optimization. Our software and service solutions help retailers, distributors and manufacturers dramatically improve their business performance. We optimize categories, space, supply, logistics, and consumer engagement to increase our customers' revenue and margins, reduce time, cost and waste, and enhance on-shelf availability, service, and retention.
Founded in 1988, Aldata has an unparalleled track record of delivering successful projects for the world's largest retail and consumer brands, national wholesale and distribution organizations, and regional store chains. Aldata Solution is a public company quoted on NASDAQ OMX Helsinki Ltd with the identifier ALD1V.
Discover more about Aldata's customers, our solutions, and the multi-skilled global team that supports them at www.aldata.com:
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Source: Aldata Solution Oyj via Thomson Reuters ONE