Aldata Solution Oyj STOCK EXCHANGE RELEASE March 11th, 2008 at 3.00 p.m. (EET) INVITATION TO ANNUAL GENERAL MEETING Shareholders of Aldata Solution Oyj are invited to attend the Annual General Meeting on Tuesday, 1 April 2008. The Meeting shall be held at the Company's premises, address Vetotie 3, Vantaa, Finland, commencing at 11.00 am. Registration of participants shall begin at 10.15 am. The following matters shall be put before the Meeting: 1) The matters referred to in Article 8 of the company's Articles of Association 2) 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 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 OMX Nordic Exchange Helsinki Oy 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 29 March 2007 and is valid until 30 June 2009. 3) Board of Directors' proposal on authorizing the Board to decide on a share issue and granting special rights The Board of Directors proposes that the Annual General Meeting authorize 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 authorize the Board of Directors to decide to grant the special rights referred to in Chapter 10, Section 1 of the Companies Act, which carry the 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 per cent 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, financing capital expenditure or using the shares as part of the Company's incentive schemes in the extent and manner decided by the Board of Directors. 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 the special rights. These proposed authorizations shall replace the authorizations given by the Annual General Meeting on 29 March 2007 and is valid until 30 June 2009. 4) Board of Directors' proposal on issuance of stock options to the members of the Board of Directors of the company who are considered as independent from the Company and/or Company's significant shareholders (Stock Options 2008G) Based on a proposal of the shareholders representing over 50 per cent of the shares and voting rights in the Company, the Board of Directors proposes that the Annual General Meeting shall decide to issue a maximum of 90,000 stock options which entitle to subscribe for a maximum of 90,000 shares in Aldata Solution. The shares of the Company have no nominal value. The stock options will be marked with the symbol 2008G. The stock options shall, with deviation from the shareholders' pre-emptive right to subscription, be granted to the independent members of the Board of Directors of Aldata Solution Oyj without consideration. A total of 30,000 stock options will be offered for subscription to each independent member of the Board of Directors. It is proposed that the shareholders' pre-emptive right to subscription be deviated from since the stock options are intended to form part of compensation program for the members of the Board of Directors. The subscription period of stock options shall start on 1 May 2008 and end on 31 December 2008. As the stock options are offered for subscription to the members of the Board of Directors of the Company the persons entitled to the subscription shall be considered as related parties of the Company. The share subscription price for all stock options shall be the trade volume weighted average quotation of the Aldata Solution share on the OMX Nordic Exchange Helsinki Oy during 30 trading days preceding the Annual General Meeting resolving upon the issuance of stock options. From the share subscription price of stock options shall, as per the dividend record date, be deducted the amount of the dividend decided to be distributed after the Annual General Meeting held on 1 April 2008, but before share subscription. The share subscription price shall nevertheless always amount to at least EUR 0.01 per share. The subscription price for the shares shall be entered into the reserve on invested non-restricted equity. The share subscription period shall begin on 1 May 2009 and ends with respect to all options on 30 April 2013. Each stock option entitles its owner to subscribe for one (1) share in Aldata Solution. As a result of the subscriptions the number of shares of Aldata Solution may be increased by a maximum of 90,000 new shares. 5) Completing the Terms and Conditions of the Stock Options 2008A - 2008F The Board of Directors proposes that the Annual General Meeting shall complete the Terms and Conditions of the Stock Options 2008A-2008F resolved by the Extraordinary General Meeting of the company on 21 February 2008 so that the subscription price for the shares to be subscribed pursuant said Stock options shall be entered into the reserve on invested non-restricted equity. The other terms and conditions of the Stock Options shall remain unchanged. 6) Dividend The Board of Directors proposes that no dividend shall be distributed for the financial year 2007 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, Vetotie 3, Vantaa, Finland from 20 March 2008. The Company's annual report on the year 2007 will be available at the company's Internet pages (www.aldata-solution.com) from 11 March 2008. 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. Board of Directors' composition The Shareholders representing over 50 per cent of the shares and voting rights in the Company have informed that they will propose to the Annual General Meeting to be held on 1 April 2008 the number of Board members be five (5) and that Mr. William Chisholm and Mr. Bertrand Sciard be re-elected as Board members and Mr. Tommy Karlsson, Mr. Thomas Peterson and Mr. Aarne Aktan be elected as new members of the Board until the end of the following Annual General Meeting. The proposed persons have given their consent to election. The Shareholders representing over 50 per cent of the shares and voting rights in the Company have informed that they will propose to the Annual General Meeting to be held on 1 April 2008, that that those members of the Board of Directors, who are independent from the Company and/or its most significant shareholders, shall be paid as remuneration EUR 2,100 per month and issued 30'000 options under the proposed stock option program 2008G, and that the non-independent Board members shall not be compensated for the membership. 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 the re-election of Ernst & Young Oy, Authorized Public Accounting Firm with Mr. Tomi Englund, Authorized Public Accountant, as principal auditor. Right to participate at the Meeting A shareholder who on March 22, 2008 has been entered as a shareholder into the shareholder register of the Company maintained by Finnish Central Securities Depository Ltd is entitled to attend the AGM. The record date, March 22, 2008, for registration in the shareholder register not being a banking day the shareholder has to be entered into the shareholder register on Thursday, March 20, 2008, at the latest. Notification Shareholders wishing to attend the Annual General Meeting are required to notify the company by 4.00 pm (EET) on 27 March 2008 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, 10 March 2008 ALDATA SOLUTION OYJ Board of Directors Further information: Aldata Solution Oyj, Thomas Hoyer, CFO, tel. +358 45 670 0491 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 nearly 600 Aldata professionals and a global partner network. Aldata is a public company quoted on OMX Nordic Exchange Helsinki Oy with the identifier ALD1V. More information at:www.aldata-solution.com Distribution: OMX Nordic Exchange Helsinki Oy Media Appendix 1 Aldata Solution Oyj Stock Option 2008G Terms and Conditions Appendix 1 ALDATA SOLUTION OYJ 2008G STOCK OPTION TERMS AND CONDITIONS Shareholders representing over 50 per cent of the shares and voting rights in Aldata Solution Oyj (Aldata Solution or Company) have informed the Company that they will propose to the Annual General Meeting of Shareholders to be held on 1 April 2008 that the members of the Board of Directors who are independent from the Company and/or its most significant shareholders would be issued stock options as a part of their remuneration. The aforementioned shareholders proposed to the Board of Directors that the Board would prepare terms and conditions in relation to issuing of stock option rights to be resolved upon by the Annual General Meeting. In relation to this the Board of Directors of Aldata Solution Oyj (Board of Directors) has in its meeting on 10 March 2008 resolved to propose to the Annual General Meeting of Shareholders to be held on 1 April 2008 that stock options shall be issued to the members of the Board of Directors of the Aldata Solution Oyj (Aldata Solution or Company) who are considered as independent from the Company and/or Company's significant shareholders on the following terms and conditions: I STOCK OPTIONS TERMS AND CONDITIONS 1. Number of Stock Options The number of stock options to be issued is a maximum of 90,000, which entitle to subscribe for a maximum of 90,000 shares in Aldata Solution. 2. Stock Options The stock options will be marked with the symbol 2008G. Those, to whom stock options will be issued will be notified in writing by the Company about the offer of stock options. The stock options will be distributed to the recipient after he or she has accepted the offer of the Company. Should the stock options not have been transferred to the book-entry securities system, stock option certificates shall, upon request, be delivered to the stock option owner at the start of the relevant share subscription period. 3. Right to Stock Options The stock options shall, with deviation from the shareholders' pre-emptive right to subscription, be granted to the members of the Board of Directors of the Company who are considered as independent from the Company and/or Company's significant shareholders. A total of 30,000 stock options will be offered for subscription to each independent member of the Board of Directors. It is proposed that the shareholders' pre-emptive right to subscription be deviated from since the stock options are intended to form a part of the Aldata Solution Group's compensation program for the members of the Board of Directors. As the stock options are offered for subscription to the members of the Board of Directors of the company the persons entitled to the subscription shall be considered as related parties of the company. 4. The Subscription period of Stock Options The subscription period of stock options shall begin on 1 May 2008 and end on 31 December 2008. The stock options will be distributed without consideration. 5. Transfer of Stock Options and Obligation to Offer Stock Options The stock options are freely transferable, when the relevant share subscription period has begun. The Company shall hold the stock options on behalf of the stock option owner until the beginning of the share subscription period. The stock option owner has the right to acquire the possession of the stock options when the relevant share subscription period begins. Should the stock option owner transfer his/her stock options, she or he shall without delay be obliged to inform the Company about the transfer in writing. The Board of Directors may, as an exception to the above, permit the transfer of a stock option before such date, given that the reason is justifiable from the Company's perspective. Should a stock option owner cease to act as a member of the Board of Directors of the Aldata Solution, for any other reason than the death of the person before the Annual General Meeting to be held on 2009, such person shall without delay offer to the Company or its order, free of charge, the stock options for which the share subscription period in accordance with Section II.2 has not begun on the last day of such person's position as a member of the Board of Directors The Board of Directors can, however, when the options have been offered to the Company, decide that the stock option owner is entitled to hold the offered stock options or a part of the options, given that the reason is justifiable from the Company's perspective. Regardless of whether the stock option owner has offered his/her stock options to the Company or not, the Company is entitled to inform the stock option owner in writing that the stock option owner has severed his/her stock options on the basis of the above-mentioned reasons. Should the stock options be transferred to the book-entry securities system, the Company has the right, whether or not the stock options have been offered to the Company, to request for transfer and transfer all the stock options, which are under the offering obligation, from the stock option owner's book-entry account to the book-entry account appointed by the Company without the consent of the stock option owner. In addition, the Company is entitled to register transfer restrictions and other restrictions concerning the stock options to the stock option owner's book-entry account without the consent of the stock option owner. II SHARE SUBSCRIPTION TERMS AND CONDITIONS 1. Right to Subscribe New Shares Each stock option entitles its owner to subscribe for one (1) share in Aldata Solution. As a result of the subscriptions the number of shares of Aldata Solution may be increased by a maximum of 90,000 new shares. The shares of the company have no nominal value. On the basis of the stock options, the Subsidiary shall not be entitled to subscribe shares as a subsidiary of Aldata Solution in Aldata Solution. 2. Share Subscription and Payment The share subscription period shall begin on 1 May 2009 and ends with respect to all options on 30 April 2013. The share subscription shall take place at the head office of Aldata Solution or possibly at another location to be determined later. The subscriber shall transfer the respective stock option certificates with which he/she subscribes shares to the Company, or in case the stock options have been transferred to the book-entry securities system, the stock options with which shares have been subscribed shall be removed from the subscriber's book-entry account. Payment for shares subscribed shall be effected upon subscription to the bank account appointed by the Company. The Company shall decide on all measures concerning the share subscription. 3. Share Subscription Price The share subscription price for all stock options shall be the trade volume weighted average quotation of Aldata Solution's share on the OMX Nordic Exchange Helsinki Oy during 30 trading days preceding the Annual General Meeting resolving the issuance of stock options. From the share subscription price of stock options shall, as per the dividend record date, be deducted the amount of the dividend decided to be distributed after the Annual General Meeting held on 1 April 2008, but before share subscription. The share subscription price shall nevertheless always amount to at least EUR 0.01 per share. The subscription price for the shares shall be entered into the reserve on invested non-restricted equity. 4. Registration of Shares Shares subscribed for and fully paid shall be registered in the book-entry account of the share subscriber. 5. Shareholder Rights The dividend rights and other shareholder rights relating to the shares subscribed shall commence after the new shares have been entered into the Trade Register. 6. Share Issues, Convertible Bonds and Stock Options before Share Subscription Should the Company, prior to the share subscription issue shares and the subscription or receiving of the shares is based on the share ownership in the Company, or issue stock options, a stock option owner shall have the same rights as or an equal right to that of a shareholder. Equality is reached in the manner determined by the Board of Directors or, if necessary, on the basis of a resolution of the shareholders' meeting by amending the terms of the option rights by adjusting the number of shares available for subscription, the share subscription price or both of these. 7. Rights in Certain Situations Should the Company reduce its share capital before the share subscription, the subscription right accorded by the terms and conditions of the stock options shall be adjusted accordingly as specified in the resolution to reduce the share capital. Should the Company be placed in liquidation before the share subscription, the stock option owner shall be given an opportunity to exercise his/her subscription right prior to the beginning of the liquidation proceedings within a period of time determined by the Board of Directors. If the Company is removed from the Trade register before the share subscription has occurred, the option owner shall have the same right as, or an equal right to, that of a shareholder. Should the Company resolve to merge in another company, as the company being acquired or in a company to be formed in a combination merger or should the Company resolve to be divided, the stock option owner shall, prior to the merger or division, be given the right to subscribe for the shares with his/her stock options within a period of time determined by the Board of Directors. After such date no subscription right shall exist. In the above mentioned situations the stock option owner has no right to require that the Company redeems the stock options from him/her for market value. Should the Company, after the beginning of the share subscription period, resolve to acquire or redeem its own shares or stock options or other special rights entitling their owners to subscribe the shares in the company as set forth in the Finnish Companies Act, by an offer made to all shareholders, the stock option owners shall be offered equivalent rights and options. In other situations the acquisition of the Company's own shares, stock options and / or other special rights does not require the Company to take any action in relation to the stock options. In case, before the end of the subscription period, a situation, as referred to in Chapter 18 Section 1 of the Finnish Companies Act, in which a shareholder possesses over 90% of the shares of the Company and therefore has the right and obligation to redeem the shares of the remaining shareholders, or an obligation to make a mandatory bid, as referred to in the Finnish Securities Market Act, arise, stock option owners shall be entitled to use their right of subscription by virtue of the stock option within a period of time determined by the Board of Directors. In case of a mandatory bid the Board of Directors may grant to stock option owner a right to offer his/her stock options for redemption irrespective of the beginning of the share subscription period. In case the company decides to distribute its funds as determined in the Finnish Companies Act Chapter 13, Section 1 paragraph 1, the decision or the distribution of funds shall have no other effect to the rights of the option holder than the reduction of the share subscription price referred in Section II.3 above. III OTHER MATTERS The laws of Finland shall be applied to these terms and conditions. Any disputes arising in relation to the stock options shall be settled by arbitration in accordance with the Arbitration Rules of the Central Chamber of Commerce. The Board of Directors may decide on the transfer of the stock options to the book-entry securities system at a later date. Further, the Board of Directors may decide on the resulting technical amendments to these terms and conditions, including those amendments and specifications to the terms and conditions, which are not considered essential. Other matters related to the stock options are decided on by the Board of Directors. The stock option documentation is kept available for inspection at the head office of Aldata Solution. The Company shall be entitled to withdraw the stock options, which have not been transferred, and the shares which have not been subscribed, free of charge, if the stock option owner acts against these terms and conditions, or against regulations given by the Company on the basis of these terms and conditions, or against applicable law, or against regulations by authorities. These terms and conditions have been made in Finnish and English. In case of any discrepancy between the Finnish and English terms and conditions, the Finnish terms and conditions shall have decisive effect.
INVITATION TO ANNUAL GENERAL MEETING
| Source: Aldata Solution Oyj