QPR SOFTWARE PLC STOCK EXCHANGE BULLETIN 14 FEBRUARY 2007 AT 10:00 AM NOTICE FOR ANNUAL SHAREHOLDERS MEETING; THE PROPOSALS OF THE BOARD OF DIRECTORS Notice is hereby given to the shareholders of QPR Software Plc that the Annual Shareholders Meeting will be held on Wednesday 14 March 2007 starting at 9:00 a.m. at companys headquarters Huopalahdentie 24, 00350 Helsinki, Finland. The following matters will be addressed at the meeting: 1. Matters to be submitted to the Annual Shareholders Meeting pursuant to Article 11 of the Articles of Association 2. Amendment of the Articles of Association (Appendix 1) The Board of Directors proposes that the Shareholders Meeting resolves to amend the Articles of Association due to the new Companies Act that entered into force as of 1 September 2006 as follows: - The provisions on minimum and maximum share capital are to be deleted (3§); - The provisions on minimum and maximum amount of shares are to be deleted (4§); - The provisions on the record date are to be deleted (6§); - The provisions on representation of the company are to be amended to correspond to the terminology of the new Companies Act (8§); - The Articles Of Association are to be amended so that the company has one (1) auditor, which is required to be an auditing company approved by the Central Chamber of Commerce (9§); - The agenda of the Annual Shareholders Meeting is to be amended to correspond to the contents of the new Companies Act and the Article 13 of the current Articles Of Association - according to which the Annual Shareholders Meeting shall be held in Helsinki, Espoo or Vantaa as decided by the Board of Directors shall be included to the same section (11§); and - The numbering of the Articles of Association shall be amended accordingly. 3. The Authorization of the Board of Directors to decide on a share issue and on issue of special rights (Appendix 2) The Board of Directors proposes that the Shareholders Meeting would authorize the Board of Directors to decide on an issue of new shares and conveyance of the own shares held by the company. The share issue can be carried out as a share issue against payment or without consideration. The authorisation also includes the right to issue special rights, in the meaning of Chapter 10 Section 1 of the Companies Act, which entitle to the company's new shares or the company's own shares held by the company against consideration. The Board of Directors proposes that the authorisation includes the right to deviate from the shareholders' pre-emptive subscription right. The authorisation shall be in force until the next Annual Shareholders Meeting. 4. Authorization of the Board of Directors to decide on acquisition of own shares (Appendix 3) The Board of Directors proposes that the Shareholders Meeting would authorize the Board of Directors to decide on acquisition of the companys own shares. The Board of Directors proposes that the Shareholders Meeting would decide on an authorization not excluding the right to decide on a directed acquisition. The authorisation shall be in force until the next Annual Shareholders Meeting. Payment of Dividend The Board of Directors proposes to the Shareholders Meeting that the company would pay dividend for the financial year January 1 December 31, 2006, EUR 0.04 per share. The dividend shall be paid to a shareholder that has been entered into the companys shareholders register on the record date of the dividend payment on March 19, 2007. The Board of Directors proposes to the Shareholders Meeting that the dividend shall be paid on March 26, 2007 Documents The proposals of the Board of Directors with its appendices and the financial statements shall be available for review by the shareholders on the website of the company www.qpr.com/investors on March 7, 2007, at the latest, and copies thereof shall be sent to a shareholder by request. Participation and Registration A shareholder of the company that has been entered into the companys shareholders register on March 4, 2007, has the right to participate in the Shareholders Meeting. The shareholder willing to participate in the Shareholders Meeting shall report the company of the participation on March 5, 2007, at 4 p.m. at the latest, in writing to the address QPR Software Plc, Huopalahdentie 24, 00350 Helsinki, by facsimile to the number +358 290 001 151, by phone to the number +358 290 001 150/Sanna Pokka or by email to the address sanna.pokka@qpr.com. The letter or message of participation shall be at the destination prior to the expiry of the registration period. The possible proxies are asked to be delivered in connection with the registration to the address set forth above. Annual Report QPR Software Plcs annual report 2006 will be published on February 16, 2007 and will be available on the companys internet pages at www.qpr.com/investors/. Copies of annual report 2006 will also be available at companys headquarters Huopalahdentie 24, 00350 Helsinki, Finland (Tel. +358 290 001 150/Sanna Pokka). In Helsinki 14 February 2007 QPR SOFTWARE PLC Board of Directors Additional information Matti Kanninen Managing Director QPR Software Plc. Tel. +358-(0)40-5455 877 email: matti.kanninen@qpr.com www.qpr.com DISTRIBUTION Helsinki Stock Exchange, Main Media Neither this press release nor any copy of it may be taken, transmitted into or distributed in the United States of America or its territories or possessions. APPENDIX 1 AMENDMENT OF ARTICLES OF ASSOCIATION The Board of Directors proposes that the Shareholders Meeting of the company to be held on 14 March 2007 shall amend the Articles of Association of the company in its totality. The amended Articles of Association of the company shall be as set forth below. In addition, the Board of Directors proposes that the Shareholders Meeting decides to authorise the Board of Directors to make any technical amendments to the Articles of Association that may be required in connection with the registration of the Articles of Association to the Trade Register. ARTICLES OF ASSOCIATION OF QPR SOFTWARE PLC 1 § Company name and domicile The company name is QPR Software Oyj, in English QPR Software Plc. Company's domicile is Helsinki 2 § Field of Business The field of business of the company is to develop and sell data processing systems that increase the efficiency of the organizations and provide additional value to the clients. The company acts as the parent company of the group and is responsible for the financing of the group. Furthermore, the company may own and administer shares and real estates and other property supporting its business operations. 3 § Book-entry Securities System The company's shares are included in the book-entry securities system. 4 § Board of Directors The Board of Directors shall consist of three to six (3-6) ordinary members. The term of the members of the Board of Directors shall terminate at the end of the Annual Shareholders Meeting following the election of the Board of Directors. 5 § Representation The company is represented by the chairman of the Board of Directors and the managing director each alone and a member of the Board of Directors, holder of a procuration or another person appointed by the Board of Directors to represent the company two together. The Board of Directors is entitled to give a right to represent the company to appointed persons in the manner that they are entitled to represent the company two together or each together with a member of the Board of Directors or a holder of a procuration. 6 § Auditor The company has one (1) auditor, which is required to be an auditing company approved by the Central Chamber of Commerce. The auditor is elected until further notice. 7 § Financial Period The financial period of the company is a calendar year. 8 § Notice for Shareholders Meeting A notice for Shareholders Meeting shall be delivered to shareholders no earlier than two (2) months and no later than seventeen (17) days before the meeting by publishing it in a national newspaper specified by the Board of Directors or by delivering the notice in registered letter to each shareholder at the address entered in the Shareholder Register or otherwise verifiably in writing. To be able to participate in a Shareholders Meeting, a shareholder must register with the company no later than on the day mentioned in the notice of meeting, which can be no earlier than ten (10) days before the meeting 9 § Annual Shareholders, Meeting The Annual Shareholders Meeting shall be held annually in Helsinki, Espoo or Vantaa on the date decided by the Board of Directors, within six months of the expiration of the financial period on a date set by the Board of Directors. In the meeting: the following shall be submitted 1. financial statements, group financial statements and annual report; 2. auditors report; the following matters shall be decided upon 3. confirmation of the financial statements and the group financial statements; 4. use of the profit shown by the balance-sheet; 5. discharge of liability of the members of the Board of Directors and the Managing Director; 6. compensation for the members of the Board of Directors and the auditors as well as grounds for compensation of the costs incurred; 7. amount of members in the Board of Directors; the following shall be elected 8. the members of the Board of Directors; and 9. the auditor, when required. APPENDIX 2 THE AUTHORIZATION OF THE BOARD OF DIRECTORS TO DECIDE ON A SHARE ISSUE AND ISSUE OF SPECIAL RIGHTS The Board of Directors proposes that the Shareholders Meeting of the company to be held on 14 March 2007 shall authorize the Board of Directors to decide on an issue of new shares and conveyance of the own shares held by the company (share issue) either in one or in several occasions. The share issue can be carried out as a share issue against payment or without consideration on terms to be determined by the Board of Directors. The authorisation also includes the right to issue special rights, in the meaning of Chapter 10 Section 1 of the Companies Act, which entitle to the company's new shares or the company's own shares held by the company against consideration. - in the share issue and/or based on the special rights a maximum of 4,000,000 new shares can be issued and a maximum of 250,000 own shares held by the company can be conveyed; - the authorisation includes the right to deviate from the shareholders' pre-emptive subscription right; - the authorisation can be used e.g. in order to strengthen the companys capital structure, to broaden the companys ownership, to be used as payment in corporate acquisitions or when the company acquires assets relating to its business and as part of the companys incentive programmes; - the authorization also includes the right to decide on the price of the shares and the terms and conditions on which the price is determined, as well as on distribution of shares against consideration in kind or set-off; - the authorisation includes the right to decide on a share issue without consideration to the company itself so that the amount of own shares held by the company after the share issue is a maximum of one-tenth (1/10) of all shares in the company. Pursuant to Chapter 15 Section 11 Subsection 1 of the Companies Act, all own shares held by the company and its subsidiaries are included in this amount; - the authorisation shall be in force until the next Annual Shareholders Meeting; and - Board of Directors is otherwise authorized to decide on all the conditions regarding the share issue and the conveyance of the companys own shares. APPENDIX 3 AUTHORIZATION OF THE BOARD OF DIRECTORS TO DECIDE ON ACQUISITION OF OWN SHARES The Board of Directors proposes that the Shareholders Meeting of the company to be held on 14 March 2007 shall authorize the Board of Directors to decide on an acquisition of own shares on the following conditions: - based on the authorization own shares may be acquired, either in one or in several occasions, the aggregate maximum amount of 250,000 shares; - the company's own shares can be acquired in order to strengthen the company's capital structure, to be used as payment in corporate acquisitions or when the company acquires assets related to its business and as part of the companys incentive programmes in a manner and to the extent decided by the Board of Directors, and to be transferred for other purposes or to be cancelled; - the authorisation includes the right to decide on a directed acquisition of the companys own shares; - the shares shall be acquired in a manner decided by the Board of Directors for the value formed to the shares in the public trading in the Helsinki Exchanges; - the companys own shares may be acquired only with free equity; - the authorisation shall be in force until the next Annual Shareholders Meeting; and - the Board of Directors is otherwise authorized to decide on all the conditions regarding the acquisition of own shares.
NOTICE FOR ANNUAL SHAREHOLDERS MEETING; THE PROPOSALS OF THE BOARD OF DIRECTORS
| Source: QPR Software Oyj