Aldata Solution Oyj - Notice to general meeting

NOTICE OF THE ANNUAL GENERAL MEETING

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 <http://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<http://www.aldata-solution.com/>   from  3 March  2010. Aldata  Solution  Oyj's
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@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 <http://www.aldata-solution.com/>


Distribution:
NASDAQ OMX Helsinki Ltd
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