Helsinki, 2011-03-18 16:40 CET (GLOBE NEWSWIRE) -- This announcement was published earlier today erroneously in “Resolutions made by the Extraordinary General Meeting” bulletin category. The right category is “Resolutions made by the Annual General Meeting”. Content is the same
QPR SOFTWARE PLC STOCK EXCHANGE BULLETIN 18 MARCH, 2011 AT 5:15 P.M.
RESOLUTONS MADE BY THE ANNUAL GENERAL MEETING OF QPR SOFTWARE PLC
The Annual General Meeting held on 18 March, 2011 made the following resolutions:
ADOPTION OF THE ANNUAL ACCOUNTS AND RESOLUTION ON THE DISCHARGE FROM LIABILITY
The Annual General Meeting approved the company's financial statements and the Group's financial statements for the financial period of January 1 - December 31, 2010 and discharged the members of the Board of Directors and the CEO from liability.
DIVIDEND
The Annual General Meeting approved the Board's proposal that a per-share dividend of EUR 0.03, a total of EUR 362,876, is paid for the financial year 2010. The dividend is paid to shareholders entered in the company's shareholder register, maintained by Euroclear Finland Oy, on the record date of 23 March, 2011. The dividend payment date is 1 April, 2011.
REMUNERATION OF THE MEMBERS OF THE BOARD
The Annual General Meeting resolved to maintain the remuneration of the members of the Board of Directors unchanged. The Chairman receives an annual remuneration of EUR 25,230 and members EUR 16,820.
NUMBER AND COMPOSITION OF THE BOARD OF DIRECTORS
The Annual General Meeting resolved that the number of Board Members is four (4). The Annual General Meeting elected as members of the Company´s Board of Directors Aino-Maija Gerdt, Jyrki Kontio, Vesa-Pekka Leskinen and Asko Piekkola. The term of office of the members of the Board of Directors expires at the end of the next Annual General Meeting. At its organising meeting the Board of Directors elected Vesa-Pekka Leskinen as its Chairman.
AUDITOR´S FEES
The Annual General Meeting resolved that the fee of the auditor is paid according to invoice.
ELECTION OF THE AUDITOR
The Annual General Meeting elected Authorized Public Accountants KPMG Oy Ab as QPR Software´s auditor with Sixten Nyman, Authorized Public Accountant, acting as principal auditor. The term of office of the auditor expires at the end of the next Annual General Meeting.
AUTHORIZATION OF THE BOARD OF DIRECTORS TO DECIDE ON A SHARE ISSUE AND ON ISSUE OF SPECIAL RIGHTS
The Annual General 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 650,000 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 substantial 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 General 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 General 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, and 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 at 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 General Meeting; and
- The Board of Directors is otherwise authorized to decide on all the conditions regarding the acquisition of own shares.
AMENDMENT OF ARTICLES OF ASSOCIATION
The Annual General Meeting approved the Board’s proposal for amending the provision on the notice of Annual General Meeting to the effect that the provisions on the publication date of the notice corresponds to the amended provisions of the Finnish Companies Act. The approved provision of the Articles of Association is as follows:
8 § Notice for Annual General Meeting
The notice of an Annual General Meeting must be published on the website of the company and in a national newspaper specified by the Board of Directors no earlier than three months prior to the record date of the Meeting under Chapter 4, section 2, Subsection 2 of the Companies Act and no later than three weeks prior to the Meeting, provided that the date of the publication must be at least nine days prior to the aforesaid record date. To be able to participate in Annual General Meeting, a shareholder must register with the company no later than on the day mentioned in the notice of Meeting, which may be no earlier than ten (10) days before the Meeting.
QPR SOFTWARE PLC
Jari Jaakkola
Chief Executive Officer
Additional information:
Vesa-Pekka Leskinen
Chairman of the Board
QPR Software Plc.
Tel. +358 (0) 40 500 9830
www.qpr.com
DISTRIBUTION
OMX NASDAQ Helsinki Ltd
Main Media
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