QPR SOFTWARE PLC STOCK EXCHANGE BULLETIN MARCH 12, 2009 AT 4.30 PM
DECISIONS MADE BY THE ANNUAL SHAREHOLDERS' MEETING OF QPR SOFTWARE PLC
The Annual Shareholders' Meeting held on March 12, 2009 made the following
decisions:
FINANCIAL STATEMENTS AND MANAGEMENTS' LIABILITY
The Annual Shareholders' Meeting confirmed the company's financial statements
and the group's financial statements for the financial period of
January 1-December 31, 2008 and released the Board of Directors and the
Managing Directors from liability.
DIVIDEND
The Annual Shareholders' Meeting approved the Board's proposal that a per-share
dividend of EUR 0.03, a total of EUR 368.262,39, be paid for the financial year
2008. The dividend shall be paid to shareholders entered in the company's
shareholder register, maintained by Euroclear Finland Oy, on the record date of
March 17, 2009. The dividend payment date shall be March 26, 2009.
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: Jyrki Kontio, Vesa-Pekka Leskinen,
Jarmo Niemi, Asko Piekkola and Topi Piela. In its first meeting immediately
following the Annual Shareholders' Meeting, the Board of Directors elected
Vesa-Pekka Leskinen as Chairman of the Board.
AUDITORS
KPMG Oy Ab, Authorized 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.
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 authorization 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 authorization includes the right to deviate from the shareholders'
pre-emptive subscription right;
- The authorization can be used against payment 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 programs
or for other financial reasons especially weighty for the Company;
- 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 authorization 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 authorization 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 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 programs 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 authorization includes the right to decide on a directed acquisition of
the company's own shares pursuant to Chapter 15 Section 6 Subsection 1 of the
Companies Act;
- 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
(NASDAQ OMX Helsinki Ltd);
- The company's own shares may be acquired only with non-restricted equity;
- The authorization 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.
AUTHORIZATION OF THE BOARD OF DIRECTORS TO DECIDE ON POTENTIAL DISTRIBUTION
OF ASSETS FROM THE UNRESTRICTED EQUITY FUND TO THE SHAREHOLDERS
The Annual Shareholders' Meeting decided to authorize the Board of Directors to
decide on potential distribution of assets from the invested unrestricted equity
fund, on the following conditions:
- The maximum distribution of assets would be EUR 0.02 per share.
- The Board of Directors must make the decision no later than 31 December,
2009.
- The Board of Directors can decide to distribute assets to a shareholder that
has been entered into the company's shareholders' register on the record date of
the distribution of assets, decided by the Board of Directors.
- The Board of Directors decides the record date of the distribution of assets
and payment, which can be earliest the fifth banking day from the record date.
- In its assessment on the distribution of assets, the Board of Directors
intends to evaluate especially the development of the Company´s operative
environment, implementation of the Company´s strategy and economic situation.
- The Board of Directors intends to give separate information, if applicable,
on details of the potential distribution of assets.
- The authorization shall be in force until the next Annual Shareholders´
Meeting.
QPR SOFTWARE PLC
Jari Jaakkola
Chief Executive Officer
Additional information:
Jari Jaakkola
Chief Executive Officer
QPR Software Plc.
Tel. +358 (0)40502 6397
email: jari.jaakkola[at]@qpr.com
www.qpr.com
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