QPR Software Plc Stock Exchange Bulletin 14 March 2007 at 5.00 pm DECISIONS MADE BY THE ANNUAL SHAREHOLDERS' MEETING OF QPR SOFTWARE PLC The Annual Shareholders' Meeting held on 14 March 2007 made the following decisions: The Annual Shareholders' Meeting confirmed the company's financial statements and the group's financial statements for the financial period 1 January - 31 December 2006 and released the Board of Directors and the Managing Director from liability. Dividend The Annual Shareholders' Meeting approved the Board's proposal that a per-share dividend of EUR 0.04, a total of EUR 489,430.56, be paid for the financial year 2006. The dividend shall be paid to shareholders entered in the company's shareholder register, maintained by Finnish Central Securities Depository Ltd., on the record date of 19 March 2007. The dividend payment date shall be 26 March 2007. Composition of the Board of Directors The Annual Shareholders' Meeting resolved that the Board of Directors consist of five (5) ordinary members. The Annual Shareholders' Meeting elected the following members to the Board of Directors: Vesa-Pekka Leskinen, Asko Piekkola, Topi Piela, Jarmo Niemi ja Niklas Sonkin. In its first meeting immediately following the Annual Shareholders' Meeting, the Board of Directors elected Vesa-Pekka Leskisen as Chairman of the Board. Auditor KPMG Oy Ab, Authorised Public Accountants, continues as QPR Software Plc's auditors. Remuneration of the Members of the Board The Annual Shareholders' Meeting decided to pay yearly emolument of EUR 25,230 to the Chairman of the Board and EUR 16,820 to the other Members of the Board. Amendment of the Articles of Association The Annual Shareholders' Meeting decided to change the articles of association in its totality. The primary content of the amendment is 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. The new articles of association are attached to this stock exchange release as Appendix 1. The Authorization of the Board of Directors to decide on a share issue and on issue of special rights The Annual Shareholders' Meeting decided to 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 company's capital structure, to broaden the company's ownership, to be used as payment in corporate acquisitions or when the company acquires assets relating to its business and as part of the company's 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 company's own shares. Authorization of the Board of Directors to decide on acquisition of own shares The Annual Shareholders' Meeting decided to 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 company's 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 company's 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 company's 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. QPR SOFTWARE PLC Matti Kanninen Managing Director 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 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. auditor's 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.