Proha Oyj Stock Exchange Bulletin March 31, 2009 at 5.55 p.m. DECISIONS OF PROHA PLC ANNUAL GENERAL MEETING OF SHAREHOLDERS Proha Plc's Annual General Meeting today adopted the financial statements for 2008 and discharged the Board of Directors' members and the CEOs from liability. The Annual General Meeting elected the following four persons as Board members (in alphabetical order): Ilari Koskelo, Antti Manninen, Leena Mäkelä and Hannu Vaajoensuu. Ernst & Young Oy, Authorized Public Accountants will continue as company's auditor. A total of 43 shareholders participated in the Annual General Meeting, representing 32.92% of all shares and votes. The Annual General Meeting handled the matters specified in the company's articles of association as well as the other matters listed below. Decisions of the Annual General Meeting: Adoption of the annual accounts: - The Annual General Meeting adopted Proha Plc's financial statements for 2008 and the consolidated financial statements. Resolution on the use of the result shown on the balance sheet and the payment of dividend - The Annual General Meeting decided to transfer the result of the financial year to shareholders' equity and decided that no dividend be distributed for the financial year. Resolution on the discharge of the members of the board of directors and the CEO from liability - The Annual General Meeting discharged the Board members and the CEOs from liability for the financial year 2008. Resolution on the remuneration of the members of the board of directors - The Annual General Meeting decided 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. The remuneration of the board work is to be paid semiannually. Deviating from the Board of Director's proposal, the Annual General Meeting decided that notwithstanding the above, such members of the board who at the moment of election are employed by the Proha Group will receive in remuneration EUR 300 per meeting. The Annual General Meeting decided that actual travelling expenses are remunerated. Ilari Koskelo, CEO, informed the meeting that he will however renounce the meeting fee on his part. Resolution on the number of members of the board of directors - The Annual General Meeting decided that the number of board members be four (4). Election of members of the board of directors - The Annual General Meeting elected the following persons to the board of directors (in alphabetical order): Ilari Koskelo, Antti Manninen, Leena Mäkelä and Hannu Vaajoensuu. The term of office of the elected board will continue to the close of the annual general meeting in 2010. Resolution of the remuneration of the auditor - The Annual General Meeting decided that the auditor's costs will be paid as invoiced and approved by the company. Election of auditor - The Annual General Meeting re-elected Ernst & Young Oy, Authorized Public Accountants, with APA Ulla Nykky in charge, to continue as the company's auditor. The auditor's term of office will continue to the close of the annual general meeting in 2010. Amendment of article 12 of the articles of association - The Annual General Meeting amended the article concerning the notice of the general meeting so that the notice of the general meeting shall be given at the latest 21 days before the general meeting. In addition the Annual General Meeting decided that the notice of the general meeting will no longer be published in a newspaper. The amended article 12 of the articles of association reads 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.” Decreasing of the share premium account - The Annual General Meeting decided to decrease the share premium account by its total amount of EUR 4,780,244.32 and to transfer the amount 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. Proha Plc Ilari Koskelo CEO 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