QPR SOFTWARE PLC STOCK EXCHANGE BULLETIN 13 FEBRUARY 2008 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 12 March 2008 starting at 9:00 a.m. at company's 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 9 of the Articles of Association 2. The Authorization of the Board of Directors to decide on a share issue and on issue of special rights 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. 3. Authorization of the Board of Directors to decide on acquisition of own shares The Board of Directors proposes that the Shareholders' Meeting would authorize the Board of Directors to decide on acquisition of the company's 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. 4. Decrease of the share premium reserve, abolishment of the share premium reserve and change of the entering shares subscribed based option rights The Board of Directors proposes that the Shareholders' Meeting would resolve to decrease the share premium reserve as shown in the balance sheet as per 31 December 2007 by the total amount of the share premium reserve of EUR 356 539.89 by transferring the decreased amount to the invested non-restricted equity fund of the company. After the decrease the amount of the share premium reserve shall be zero and it is abolished. The Board of Directors further proposes that the Shareholders' Meeting would resolve to amend the decisions made on 1 October 2003 and on 15 March 2005 regarding the issue of option rights so that the subscription prices of the shares subscribed based on the option rights will be entered into the invested non-restricted equity fund. 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, 2007, EUR 0.03 per share. The dividend shall be paid to a shareholder that has been entered into the company's shareholders' register on the record date of the dividend payment on 17 March 2008. The Board of Directors proposes to the Shareholders' Meeting that the dividend shall be paid on 26 March 2008. Documents The proposals of the Board of Directors are published as stock exchange bulletin (appendix to the notice for annual shareholders' meeting). The financial statements shall be available for review by the shareholders on the website of the company www.qpr.com on 15 February 2008. Copies of the proposals of the Board of Directors and of the financial statements shall be sent to a shareholder by request. Participation and Registration A shareholder of the company that has been entered into the company's shareholders' register maintained by the Finnish Central Securities Depository on 29 February 2008, 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 7 March 2008, at 4 p.m. at the latest, in writing to the address QPR Software Plc, Huopalahdentie 24, 00350 Helsinki, by phone to the number +358 290 001 150/Sanna Pokka, by facsimile to the number +358 290 001 151 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 Plc's annual report 2007 will be published on Friday 15 February 2008 and will be available on the company's internet pages at www.qpr.com. Copies of annual report 2007 will also be available at company's headquarters Huopalahdentie 24, 00350 Helsinki, Finland (Tel. +358 290 001 150/Sanna Pokka). In Helsinki 13 February 2008 QPR SOFTWARE PLC Board of Directors Additional information Vesa-Pekka Leskinen Chairman of the Board QPR Software Plc Tel. +35840 500 9830 DISTRIBUTION Helsinki Stock Exchange (OMX Nordic Exchange Helsinki Ltd) 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 PROPOSALS OF THE BOARD OF DIRECTORS 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 12 March 2008 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 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 issue of special rights. 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 12 March 2008 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 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 (OMX Nordic Exchange Helsinki Ltd); - The company's own shares may be acquired only with non- restricted 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. DECREASE OF SHARE PREMIUM RESERVE, THE ABOLISHMENT OF SHARE PREMIUM RESERVE AND CHANGE OF ENTERING SUBSCRIBED SHARES BASED ON OPTION RIGHTS The Board of Directors proposes that the Shareholders' Meeting would resolve to decrease the share premium reserve as shown in the balance sheet as per 31 December 2007 by the total amount of the share premium reserve of EUR 356 539.89 by transferring the decreased amount to the invested non-restricted equity fund of the Company. After the decrease the amount of the share premium reserve shall be zero and it is abolished. According to the Companies Act that was in force until 31 August 2006, the share premium fund belongs to restricted equity. The Companies Act currently in force no longer recognises the concept of share premium fund. However, according to the transition provisions, the share premium fund can be decreased in compliance with what has been regulated for in the decrease of the share capital. The decreasing of the fund will enhance the flexibility of the capital structure and increase the distributable equity. The creditor protection process defined in Chapter 14 of the Companies Act is required to be carried out in order to decrease of the share premium fund. The Board of Directors further proposes that the Shareholders' Meeting would resolve to amend the decisions made on 1 October 2003 and on 15 March 2005 regarding the issue of option rights so that the subscription prices of the shares subscribed based on the option rights will be entered into the invested non-restricted equity fund.
NOTICE FOR ANNUAL SHAREHOLDERS' MEETING; THE PROPOSALS OF THE BOARD OF DIRECTORS
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