2009-03-11 13:00:00 CET

2009-03-11 13:02:07 CET


REGULATED INFORMATION

English
Aldata Solution Oyj - Notice to general meeting

NOTICE OF THE ANNUAL GENERAL MEETING



Aldata Solution Oyj
STOCK EXCHANGE RELEASE
11 March 2009, at 2.00 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 Tuesday, 31  March 2009 at 14.00  p.m.
The meeting shall be held at the company's premises, address  Vetotie
3, Vantaa, Finland. Registration of participants shall begin at 13.15
pm.

Matters on the agenda of the Annual General Meeting and the procedure

1.    Opening of the meeting  and election of the chairman

2.    Election of the secretary

3.    Election of the scrutinizers of the minutes and the supervisors
for counting the votes

4.    Legality and quorum of the meeting

5.    Confirming the list of votes

6.    Business review by the Chief Executive Officer

7.    Presentation of the financial statement

8.    Presentation of the audit report

9.    Adoption of the income statement, balance sheet and
consolidated income statement and consolidated balance sheet

10.  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  2008 and the  result
for the year be carried forward to the retained earnings account.

11.  Resolution  on the  discharge of  the members  of the  Board  of
Directors and the Chief Executive Officer from liability

12.  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.   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.

13.  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.

14.  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,  William F. Chisholm, Thomas E.  Peterson,
Aarne Aktan, Tommy H. Karlsson and Bertrand Sciard, be re-elected for
the term  of office  continuing  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  Thomas  E.  Peterson   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.

15.  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.

16.  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 1 April  2008
and is valid until 30 June 2010.

17.  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 percent  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 1 April  2008 and is  valid until 30  June
2010.

18.  Proposal of the Board of Directors on the amendment of terms and
conditions of the Stock Option Program  2008A-2008F
The Board  of  Directors proposes  that  the Annual  General  Meeting
decides on amending the first paragraph of Part II, Section 3  "Share
Subscription Price" of the Terms  and Conditions of the Stock  Option
Program 2008A-2008F resolved by the Extraordinary General Meeting  of
the company on 21 February 2008 so that the share subscription  price
for stock  option rights  2008B,  2008C, 2008D,  2008E and  2008F  is
lowered.  The  Board  of  Directors  proposes  that  the  terms   and
conditions of the stock option program are amended so that new  share
subscription price with stock option rights 2008B-2008F is EUR  0.42,
which corresponds to  the current market  price of Aldata  Solution's
share added with a 30 percent premium. The current share subscription
price with all  stock option  rights 2008A-2008F is  EUR 1.13,  which
corresponds to the trade volume weighted average quotation of  Aldata
Solution's shares  on  OMX Nordic  Exchange  Helsinki Ltd  during  30
trading days preceding the Extraordinary  General Meeting held on  21
February 2008.

The Board of Directors also proposes that the Annual General  Meeting
decides on amending the first paragraph of Part II, Section 2  "Share
Subscription and Payment" of  the Terms and  Conditions of the  Stock
Option Program   2008A-2008F resolved  by the  Extraordinary  General
Meeting of the company on 21  February 2008 so that the share  prices
that trigger the start  of the share  subscription periods for  stock
option rights 2008E  and 2008F  are lowered. The  Board of  Directors
proposes that the share subscription  for stock options 2008E  starts
after the closing quotation  of the Company's  share exceeds for  the
first time EUR 1.31 on  NASDAQ OMX Helsinki Ltd.  for a period of  45
trading days within  any period  of 365  days and  for stock  options
2008F after the closing quotation of company's share exceeds for  the
first time EUR 1.75 on  NASDAQ OMX Helsinki Ltd.  for a period of  45
trading days within any period of 365 days.  According to the current
Stock Option  Program 2008A-2008F  terms  and conditions,  the  share
subscription period for stock options 2008E starts after the  closing
quotation of the Company's share exceeds for the first time EUR  4.50
on OMX Nordic Exchange Helsinki Ltd. for a period of 45 trading  days
within any period of 365 days  and for stock options 2008F after  the
closing quotation of company's share  exceeds for the first time  EUR
6.50 on OMX Nordic Exchange Helsinki Ltd. for a period of 45  trading
days within any period of 365 days.

The share subscription price for stock option rights 2008A as well as
other terms and  conditions of the  Stock Option Program  2008A-2008F
shall remain unchanged.
The global financial crisis has caused a radical diminishing of
general price levels on the stock markets. As the stock options are
intended as a part of the company's incentive scheme, it is not
expedient for the Company that the share subscription price with the
stock options is significantly higher than the actual share price.
The Board of Directors grounds its proposal on the too significant
difference between the current share subscription price with the
stock options and the actual share price, which prevents the
realization of the incentive purpose of the stock option scheme.
Also, to facilitate the recruiting of key personnel needed in
relation to the extension of the business, the share subscription
price should be attractive.

Key personnel holding stock option rights 2008A-2008F have  expressed
to the Board of Directors their intention to purchase shares  through
public trade in the amount correspondent to at least one tenth (1/10)
of all their stock options in case the company consents to lower  the
subscription price.
There are  substantial  financial  reasons  for  deviating  from  the
shareholders'  pre-emptive  subscription  right   as  set  forth   in
Companies Act Chapter 9, Section 4 as the stock options to be  issued
are part of the company's incentive scheme.

19.  Resolution on changes  to be made to  the company's Articles  of
Association based on the Finnish Corporate Governance Code

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  two  months  and  no  later  than
twenty-one days prior to the meeting, by publishing the notice in  at
least two newspapers as  specified by the Board  of Directors, or  by
sending the  notice  to  shareholders  in  a  letter  posted  to  the
addresses registered in the company's list of shareholders as well as
by setting the notice on the company's website. In order to attend  a
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
days before the meeting."

20.  Further items

21.  Closing of the Meeting


Documentation

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 16  March 2009  onwards. Printed version  of the  Annual
Report 2008  of  Aldata  Solution  Oyj  has  been  available  at  the
company's  websites  (www.aldata-solution.com)  from  10  March  2009
onwards. 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 Annual Report and copies of the aforementioned documents
and their appendices shall be sent to shareholders on request.

Right to participate at the Meeting

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 20 March  2009
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.


Registration

A shareholder wanting  to participate in  the Annual General  Meeting
shall register no later than at  16:00 pm (Finnish time) on 26  March
2009 either by  e-mail to address:  registration@aldata-solution.com,
by phone +358 10 8208 012 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. A shareholder  may participate in  the
meeting and exercise his/her  rights at the meeting  by way of  proxy
representation. Proxy documents should  be delivered in originals  to
the  aforementioned  address  before  the  last  date  and  time   of
registration.

Other Information

On the date of this invitation Aldata Solution Oyj has a total of
68,733,395 shares and votes.

Vantaa, 10 March 2009

Aldata Solution Oyj
Board of Directors


Further information:
Aldata Solution Oyj, Thomas Hoyer, CFO, tel. +358 45 670 0491

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 improvement. 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
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