Aldata Solution Oyj
STOCK EXCHANGE RELEASE
8 April 2011 at 08.45 a.m. (EET)
DECISIONS OF THE 2011 ANNUAL GENERAL MEETING OF ALDATA SOLUTION OYJ
The Annual General Meeting of Aldata Solution Oyj was held in Espoo, Finland, on
April 7(th), 2011. Financial statements were confirmed for the fiscal year
2010. The Annual General Meeting decided not to distribute a dividend. The Board
Members and the CEO were discharged from liability.
Confirmation of financial statements and dividend proposal
The meeting approved the parent company's financial statements and consolidated
financial statements for the year 2010 and decided unanimously according to the
Board's proposal that no dividend will be distributed for the year 2010. The
result for the year will be carried forward to the retained earnings account.
Discharging from liability
The Annual General Meeting unanimously discharged the Board members and the CEO
from liability for the fiscal year 2010.
Repurchase of Company shares
The Annual General Meeting authorized 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 proposal by the Board to
the Annual General Meeting was approved as such. This authorization replaces the
authorization granted by the Annual General Meeting on 8 April 2010 and is valid
until 30 June 2012.
Share Issue and Granting Special Rights
The Annual General Meeting authorized the Board of Directors to decide to issue
and/or convey new shares and/or the Company's own shares and 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. The Board of Directors is entitled
to issue and/or convey a maximum of 14,000,000 shares in the company. 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 for doing so. 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 proposal by the
Board to the Annual General Meeting was approved as such. The authorizations
replace the authorizations given by the Annual General Meeting on 8 April 2010
and are valid until 30 June 2012.
Board of Directors' composition
The Annual General Meeting re-elected the following persons as the members of
the Board of Directors: Mr. William Chisholm, Mr. Bertrand Sciard, Mr. Tommy
Karlsson, Mr. Aarne Aktan and Mr. Pertti Ervi. Ms. Michele Fitzpatrick was
elected as a new member of the Board of Directors.
The Annual General Meeting unanimously resolved that
* The Chairman of the Board of Directors shall be paid remuneration EUR 3,675
per month and EUR 800 per each meeting of the Board lasting over 30 minutes.
* The Vice Chairman of the Board of Directors shall be paid remuneration EUR
2,900 per month and EUR 600 per each meeting of the Board of Directors
lasting over 30 minutes.
* Other members of the Board of Directors shall be paid as remuneration EUR
2,100 per month and EUR 400 per each meeting of the Board of Directors
lasting over 30 minutes.
* The non-independent Board members shall not be compensated for the
membership.
The Annual General Meeting unanimously resolved that
* The Chairman of the Audit Committee of the Board of Directors shall be paid
remuneration EUR 800 per each meeting of the Audit Committee lasting over
30 minutes.
* Other members of the Audit Committee shall be paid remuneration EUR 400 per
each meeting of the Audit Committee lasting over 30 minutes.
* The non-independent members of Audit Committee shall not be compensated for
the membership.
The Board convened after the Annual General Meeting. In the meeting Mr. William
Chisholm was re-elected as the Chairman of the Board. Mr. Pertti Ervi was
elected as the Vice Chairman of the Board.
The Board resolved to establish an Audit Committee consisting of Mr. Aarne Aktan
(Chairman), Mr. William Chisholm and Mr. Tommy Karlsson. The Board resolved not
to establish other Board Committees at this point in time.
Mr. Aarne Aktan, Mr. Pertti Ervi, Mr. Tommy Karlsson, Ms. Michele Fitzpatrick
and Mr. Bertrand Sciard are independent from the Company's major shareholders.
Mr. William Chisholm is dependent on a major shareholder and Mr. Bertrand Sciard
is dependent on the Company.
Auditors
Ernst & Young Oy was re-appointed to be the Company's auditor, under the
supervision of principal auditor Anne Vuorio (APA).
Espoo 7 April 2011
Aldata Solution Oyj
Board of Directors
More 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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DECISIONS OF THE 2011 ANNUAL GENERAL MEETING OF ALDATA SOLUTION OYJ
| Source: Aldata Solution Oyj