Proha Oyj Stock Exchange Bulletin March 05, 2009 at 9.01 a.m. PROHA PLC'S ANNUAL GENERAL MEETING TO BE HELD ON MARCH 31, 2009 In its meeting on March 4, 2009, Proha Plc's Board of Directors has decided to notice the Annual General Meeting to be held on Tuesday, March 31, 2009 at 1 p.m. at the meeting floor of Restaurant Savoy, Eteläesplanadi 14, Helsinki (7th floor). The reception of persons who have registered for the meeting and the distribution of voting tickets as well as the coffee service will commence at 12 a.m. In connection with the meeting the shareholders will be given a chance to meet the highest management of the company. Otto Søberg, CEO Dovre division and Timo Saros, COO Camako division will give a presentation of their divisions' business and the shareholders will get to present questions. A. Matters on the agenda of the general meeting 1. Opening of the meeting 2. Calling the meeting to order 3. Election of the persons to confirm the minutes and to verify the counting of votes 4. Recording the legal convening of the meeting 5. Recording the attendance at the meeting and adoption of the list of votes 6. Presentation of the financial statements, the consolidated financial statements, the review of the board of directors and the auditor's report for the year 2008 - Review by the CEO and presentations by CEO Dovre division and COO Camako division. 7. Adoption of the annual accounts 8. Resolution on the use of the result shown on the balance sheet and the payment of dividend - The board of directors proposes to the annual general meeting that the result of the financial year be transferred to shareholders' equity and no dividend be distributed for the financial year. 9. Resolution on the discharge of the members of the board of directors and the CEO from liability 10. Resolution on the remuneration of the members of the board of directors - The board of directors proposes to the annual general meeting that the chairman of the board be paid EUR 30,000 and each other member of the board EUR 20,000 for the term which will last to the next annual general meeting in 2010. Accordant to the proposal the remuneration of the board work is to be paid semiannually and is only payable to such members of the board who at the moment of election are not employed by the Proha Group. The board proposes that actual travelling expenses are remunerated. 11. Resolution on the number of members of the board of directors - The board of directors proposes to the annual general meeting that the number of board members be four (4). 12. Election of members of the board of directors - Shareholders who represent more than ten percent (10%) of the company's shares and votes have informed the company of that they will propose to the annual general meeting that the following persons will be elected to the board of directors: Ilari Koskelo, Antti Manninen, Hannu Vaajoensuu and Leena Mäkelä. The term of office of the elected board will continue to the close of the annual general meeting in 2010. 13. Resolution of the remuneration of the auditor - The board of directors proposes to the annual general meeting that the auditor's costs will be paid as invoiced and approved by the company. 14. Election of auditor - The board of directors proposes to the annual general meeting that Ernst & Young Oy, Authorized Public Accountants, with APA Ulla Nykky in charge, be re-elected as the company's auditor. The auditor's term of office will continue to the close of the annual general meeting in 2010. 15. Board of directors' proposal to amend article 12 of the articles of association - The board of directors proposes to the annual general meeting that the article concerning the notice of the general meeting be amended so that the notice of the general meeting shall be given at the latest 21 days before the general meeting. In addition the board of directors proposes that the notice of the general meeting will no longer be published in a newspaper. The amended article 12 of the articles of association would read as follows: “The notice of the General Meeting must be send to the shareholders not earlier than three (3) months and not later than twenty-one (21) days before the meeting by publishing an announcement of the meeting at the company's website or by sending the notice to the shareholders by registered mail to the address registered in the shareholders' register.” 16. Board of directors' proposal to decrease the share premium account - The board of directors proposes to the annual general meeting that the share premium account be decreased by its total amount of EUR 4,780,244.32 and that the amount be transferred to the invested non-restricted equity fund. After the decrease the amount of the share premium account shall be zero and the share premium account will be closed. The decrease of the share premium account will require the approval of the National Board of Patents and Registration of Finland. 17. Closing of the meeting B. Documents of the general meeting The proposals of the board of directors relating to the agenda of the general meeting, this notice and the annual report, including the company's annual accounts, the report of the board of directors and the auditor's report, are available on Proha Plc's website at www.proha.com as well as at company's head office at Maapallonkuja 1 A, Espoo. The documents are also available at the meeting and copies thereof will be sent to shareholders upon request. The minutes of the general meeting will be available on the above-mentioned website as from April 14, 2009. C. Instructions for the participants in the general meeting 1. The right to participate and registration Each shareholder, who is registered on March 21, 2009 in the shareholders' register of the company held by Euroclear Finland Ltd (previously Finnish Central Securities Depository Ltd), has the right to participate in the 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, who wants to participate in the general meeting, shall register for the meeting no later than March 23, 2009 at 4 p.m. by giving a prior notice of participation. Such notice can be given: a) by e-mail to generalmeeting@proha.com; b) by telephone to +358 4362 000; c) by telefax to +358 4362 500; or d) by letter to Proha Plc, Registration to Annual General Meeting, Maapallonkuja 1 A, FI-02210 Espoo, Finland. In connection with the registration, a shareholder shall notify his/her name, personal identification number (or, in case of non-Finnish citizens, date of birth) address, telephone number and the name of a possible assistant. The personal data given to Proha Plc is used only in connection with the general meeting and with the processing of related registrations. 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 general meeting and exercise his/her rights at the meeting 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. Possible proxy documents should be delivered in originals to Proha Plc, Registration to Annual General Meeting, Maapallonkuja 1 A, FI-02210 Espoo, Finland before the last date for registration. 3. Holders of nominee registered shares A holder of nominee registered shares, who wants to participate in the general meeting, must be entered into the shareholders' register of the company on March 21, 2009, the record date of the meeting. A holder of nominee registered shares is advised to request necessary instructions regarding the registration in the shareholders' register of the company, the issuing of proxy documents and registration for the general meeting from his/her custodian bank. Further information on these matters can also be found on the company's website at www.proha.com. 4. Other instructions and information On the date of this notice to the general meeting, March 4, 2009, the total number of shares and votes in Proha Plc is 61,961,751. The official notice to the meeting will be published in newspaper Helsingin Sanomat on Monday, March 9, 2009. Espoo March 4, 2009 PROHA PLC BOARD OF DIRECTORS More information: PROHA PLC CEO Ilari Koskelo, Tel. +358 20 4362 000 ilari.koskelo@proha.com EVP Janne Rainvuori, Tel. +358 20 4362 000 janne.rainvuori@proha.com www.proha.com DISTRIBUTION: NASDAQ OMX Helsinki Major media