At the meeting on March 28, 2007 Proha Board of Directors decided to convene
the Annual General Meeting on Wednesday April 18, 2007 at 4:00 p.m. in Hotel
Crowne Plaza, Mannerheimintie 50, Helsinki. The registration of shareholders
who have given a prior notice starts at the meeting place at 3:00 p.m.
The matters specified in Article 11 of the Company's Articles of Association
and in Companies Act as well as some other matters will be on the agenda of the
meeting as follows:
1. Presentation of the Financial Statement of the parent company as well as the
consolidated Financial Statements
2. Presentation of the Auditors' Report
3. Approval of the Income Statement and the Balance Sheet
4. Resolution of measures occasioned by the profit or loss shown in the
approved balance sheet or consolidated balance sheet
- The Board of Directors proposes to the Annual General Meeting that the result
of the fiscal year be transferred to the account of accumulated profits/losses
and no dividend be distributed for the fiscal year.
5. Resolution on discharging the members of the Board of Directors and the
Chief Executive Officer from liability
6. Resolutions on the remuneration of the members of the Board of Directors and
auditors' fees
- The Board of Directors proposes to the Annual General Meeting that in
accordance with the current practice, the Chairman of the Board be paid EUR
18,000 and each Board member, at the moment of election not employed by the
Proha Group or by such company which owns more than five percents of Proha's
share capital and who does not exercise dominant influence over such company,
to be paid EUR 10,000 per year as remuneration for board work.
- The Board of Directors proposes to the Annual General Meeting that the
auditors will be paid in accordance with a reasonable invoice.
7. Resolutions on the number of members of the Board of Directors and auditors
- The Board of Directors proposes to the Annual General Meeting that one firm
of auditors, authorized by the Central Chamber of Commerce, be elected as the
auditor to the company.
8. Election of the members of Board of Directors
9. Election of the regular Auditors and deputy auditors, if needed
- 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 auditor.
10. Board of Directors' proposal to amend the Articles of Association
- The Board of Directors proposes that the Annual General Meeting shall decide
to amend the Articles of Association due to the new Companies Act, effective as
of September 1, 2006 as follows:
Remove Article 4, which contains provisions on minimum and maximum share
capital as well as the number of shares.
Remove the provisions on record date from Article 5.
Amend the provisions in Article 8 on the right to represent the Company to
align with the terminology of the new law.
Amend the list of agenda items of the Annual General Meeting in Article 11 to
correspond to the new law.
Amend the provisions in Article 13 on the notice period of the Annual General
Meeting to the effect that the notice must be published no earlier than three
(3) months prior to the latest date of registration. Also amend the method of
notice so that as an alternative to publish the notice in a nationally
published newspaper, the notice can be sent in writing. Previously, the
alternative method of notice has been a registered letter.
In addition, the proposal includes the Company's field of business (Article 3)
to be expanded to consulting in business management and engineering.
The unofficial translation of the proposal for amended Articles of Association
is in its entirety attached as Enclosure A.
11. Board of Directors' proposal to record the subscription prices for shares
issued based on stock options in the fund for invested non-restricted equity
- The Board of Directors proposes that the Annual General Meeting shall
complete the terms and conditions of Proha Stock Option Plans 2005 and 2006 to
the effect that the total amount of the subscription prices paid for new shares
issued after the date of the General Meeting, based on stock options under
Plans 2005 and 2006, be recorded in the fund for invested non-restricted
equity.
At the time of the notice of the Annual General Meeting, the total amount of
share subscription prices of unexercised stock options under Plans 2005 and
2006 was a maximum of EUR 1,181,305.00. Out of this amount, EUR 628,225.00
would have been recorded in the share capital and EUR 553,080.00 in the share
issue premium pursuant to the previous recording practice, assuming that all
the stock options had been exercised.
12. Board of Directors' proposal to grant option rights to key personnel and
Board of Directors
- The Board proposes to the Annual General Meeting that the General Meeting
shall decide on issuing a maximum of 2,110,000 option rights, that are offered
deviating from the shareholders' pre-emptive subscription right to the Board of
Directors and to the key personnel of the Group companies.
The deviation to the shareholders' pre-emptive right to subscription is
proposed because the options are intended to encourage the management and key
personnel of the Company to work on a long-term basis to increase the
shareholder value and to commit them to Proha Group.
The subscription of the option rights will begin immediately and will end on
April 17, 2008. The proposed share subscription price will be the weighted
average price of Proha share within the period of 30 days before the General
Meeting, i.e. from March 19 through April 17, 2007.
The exercise period of the option rights for share subscription will commence
in steps between years 2008 and 2010 and will end on May 31, 2011.
If only newly issued shares are used for share subscriptions, the shares
subscribed under the Stock Option Plan 2007 constitute a maximum of 3.33
percent of the total number of Proha shares after the subscription.
The complete terms and conditions are attached as Enclosure B.
13. Board of Directors' proposal to authorize the Board of Directors to resolve
on the issuance of shares and special rights entitling to shares
The Board of Directors proposes that the General Meeting authorizes the Board
of Directors to resolve to issue a maximum of 12,243,734 shares through
issuance of shares or special rights entitling to shares (including stock
options) under Chapter 10, Section 1 of the Companies Act, in one or more
issues. The authorization would include both the issuance of new shares as well
as shares held by the Company, and would correspond to 20 percent of the
Company's current total number of shares.
The Board proposes that the authorization may be used to finance or execute
acquisitions or other arrangements, to carry out equity-based incentive plans,
or to other purposes resolved by the Board. The Board proposes that the
authorization shall include the right for the Board to decide on all the terms
and conditions of the issuance of shares or special rights under Chapter 10,
Section 1 of the Companies Act, including to whom shares or special rights may
be issued as well as the consideration to be paid. The authorization thereby
includes the right for issuance in deviation from the shareholders' pre-emptive
rights within the limits set by law.
The Board proposes that the authorization be effective until April 17, 2012.
Meeting documents
Copies of the documents regarding the Financial Statements and the Board's
proposals including enclosures will be displayed for the shareholders to view
starting March 29, 2007 in the company's head office at Maapallonkuja 1 A,
02210 Espoo. Copies of the documents will be sent to shareholders upon request
and they are also available at the Annual General Meeting.
Right to participate in the meeting
The right to participate in the Annual General Meeting rests with shareholders
who have been entered as shareholders in the Shareholder Register kept by the
Finnish Central Securities Depository Ltd., no later than April 8, 2007.
Notification of attendance
A shareholder who wishes to participate in the Annual General Meeting shall
inform the company's head office by April 10, 2007, 4 p.m. (EET) at the latest
either by
a) writing to the address Proha Plc., Annual General Meeting, Maapallonkuja 1
A, FI-02210 Espoo, Finland;
b) by telefax to +358-20-4362-500;
c) by telephone to +358-20-4362-000; or
d) by e-mail to generalmeeting@proha.com
The notification of attendance must reach the company before the end of the
notification time. The shareholders are requested to give their name and
Finnish personal identity number or date of birth or Business-ID. Proxies, if
used, are requested to be sent to the same address before the end of the
notification time. Voting tickets will be dealt at the scene of meeting.
Proha in brief
Proha is one of the leading providers of enterprise level project management
software and services. We support customers executing projects and managing
project business by providing a comprehensive set of tools and services with
the best project management practices.
Proha Plc
Pekka Pere
President and CEO
More information
PROHA PLC
CEO Pekka Pere, tel. 358 (0)20 4362 000
pekka.pere@proha.com
http://www.proha.com
Distribution:
Helsinki Stock Exchange
Major Media
ENCLOSURE A
THE BOARD OF DIRECTORS' PROPOSAL FOR THE NEW ARTICLES OF ASSOCIATION
Unofficial English translation
Article 1 - Registered Commercial Name
The commercial name of the company is Proha Oyj. The commercial name in English
is Proha Plc. The commercial name in Swedish is Proha Abp.
Article 2 - Registered Office
The registered office of the company is situated in Espoo, Finland.
Article 3 - Field of Business
The company's field of business is to import, trade, develop, and market tools,
computer software and hardware related to information technology as well as to
be engaged in research, teaching, publishing, and consulting related to
information technology, to trade in securities, to rent premises as well as
machinery and equipment related to them, and to provide and sell management
services. In addition the company provides consulting services in business
management and engineering. The company can own and control the real estate and
equipment necessary for its business operations.
Article 4 - Book-Entry Securities System
The company shares belong to the book-entry securities system.
Article 5 - Board of Directors
The Board of Directors of the company is composed of no less than three (3) and
no more than eight (8) members. Their term ends at the end of the first Annual
General Meeting following the election.
In the first meeting after the election of the Board of Directors, the Board
appoints one member to be the Chairman of the Board and another member to be
the Vice-Chairman of the Board, whose terms last until the end of the first
Annual General Meeting following the election.
Article 6 - Chief Executive Officer
The Chief Executive Officer shall be appointed and discharged by the Board of
Directors.
Article 7 - Representing the company
The CEO alone or two members of the Board of Directors represent the company,
or per procuration the persons authorized by the Board together with a member
of the Board of Directors, or another holder of procuration.
Article 8 - Financial Year
The financial year of the company begins on the first day of January and ends
on the last day of December.
Article 9 - Auditors
The company has minimum one and maximum two APA auditors (authorized by the
Central Chamber of Commerce of Finland). In case the company has only one
auditor who is not an auditing firm designated by the law or the General
Meeting considers otherwise necessary, one or two deputy auditors will be
elected. The auditors' term ends at the end of the first Annual General Meeting
following the election.
Article 10 - General Meeting
The Annual General Meeting is held at the date and time designated by the Board
of Directors not later than within six (6) months after the end of the
financial year. The General Meeting can be held at the registered office or in
Helsinki or Vantaa.
In the Annual General Meeting,
the following documents must be presented:
1. annual accounts for both the parent company and the group;
2. annual report; and
3. auditor's report;
the following matters must be decided on:
4. approval of the annual accounts;
5. the use of the profit shown in the balance sheet;
6. discharge from liability for the members of the Board of
Directors and the CEO;
7. remuneration payable to the members of the Board of Directors;
and
8. number of members of the Board of Directors and number of
auditors;
and the following persons must be elected:
8. members of the Board of Directors, and
9. auditors and deputy auditor, if needed.
Article 11 - Advance Registration
In order to participate in the General Meeting, a shareholder must register at
the company before the registration date and time specified in the notice of
the meeting. Registration can be determined to end not earlier than ten (10)
days before the meeting.
Article 12 - Notice of Meeting
The notice of the General Meeting must be send to the shareholders not earlier
than three (3) months and not later than seventeen (17) days before the meeting
by publishing an announcement of the meeting in at least one Finnish newspaper
designated by the Board of Directors or by sending the notice to the
shareholders by registered mail to the address registered in the shareholders'
register.
Article 13 - Arbitration Clause
A dispute between the company and the Board of Directors, the member of the
Board of Directors, the CEO, the auditor or the shareholder is settled by
arbitration. The arbitrators are appointed by the Board of Arbitration of the
Central Chamber of Commerce of Finland and the arbitration proceedings comply
with the rules of this Board.
ENCLOSURE B
I TERMS AND CONDITIONS OF OPTIONS
1. Number of Options
A maximum of 2,110,000 options shall be issued. The options will be divided
into sub-categories A, B and C based on the commencement of their share
subscription period. The granted option rights will be divided equally in each
sub-category.
2. Subscription Right
The options will be offered deviating from the shareholders' pre-emptive
subscription right to the Board of Directors and to the key personnel of the
Proha Group companies. In maximum 660,000 options will be offered to the Board
of Directors and CEO. Board of Directors shall decide on the allocation of the
options. The Board of Directors shall approve the subscriptions.
Persons eligible to subscribe are the members of the Board of Directors and
such persons who are employed by Proha Group, as defined by the Board of
Directors, and to whom the Company has sent a letter confirming their right to
participate in the offering. The right to participate in the offering must be
proved at the subscription place.
The right of non-Finnish employees to subscribe for the shares may be limited
on the basis of local securities laws and other regulations. The right to
participate in the offering is personal and cannot be transferred.
The pre-emptive rights of the Company's shareholders are being deviated from
since the options are intended to encourage the management and key personnel of
the Company to work on a long-term basis to increase the shareholder value and
commit them to Proha Group. The options are offered for subscription without
consideration.
3. Subscription Time and Place
Subscriptions can be made through April 17, 2008.
The place of subscription will be the head office of the Company or other
places as informed by the Company.
II TERMS AND CONDITIONS OF SHARE SUBSCRIPTION
4. Right to Subscribe for Shares
Each option will entitle the holder thereof to subscribe for one new Proha
share. The Board of Directors shall have, however, the right to determine that
existing shares held by the Company are used for share subscriptions after the
record date for dividends each year.
5. Share Subscription Period and Payment
The share subscription period will commence as follows:
with options marked with the letter A: May 1, 2008,
with options marked with the letter B: May 1, 2009,
with options marked with the letter C: May 1, 2010.
The share subscription period for all option rights will end on May 31, 2011.
The Board of Directors may decide to discontinue the subscription for important
reasons for a limited time.
Shares can be subscribed for at the Company's head office and in such other
place as informed by the Company. The shares must be paid for at the time of
the subscription.
6. Subscription Price
The subscription price is the weighted average price of the Company share from
March 19, 2007 through April 17, 2007. The total amount of the subscription
price will be recorded in the fund for invested non-restricted equity.
7. Booking of Shares on Book-Entry Accounts
Subscribed and fully paid shares will be booked on the book-entry accounts of
the subscribers.
8. Transfer Restriction and Obligation to Offer for Redemption
Options for which the subscription period referred to in Section 5 has not
commenced, may not be transferred to a third party without the Company's
consent. The Board of Directors will decide upon granting such consent. Once
the share subscription period has begun, the options are freely transferable.
Should the subscriber's employment at Proha Group or its affiliate terminate
for a reason other than retirement or death, Proha Plc may, on the basis of the
decision by the Board of Directors to such effect, redeem without consideration
the options of such subscriber to the extent the exercise period of the options
has not commenced before the termination of employment. The Company is
entitled, regardless of whether the options have been offered to the Company or
not, to have such options annulled on the basis of a resolution to such effect
by the Board of Directors of the Company or to seek for transferral of such
options from the subscriber's book-entry account to a book-entry securities
account designated by the Company according to a decision or authorisation of
the shareholders meeting of the Company.
9. Shareholder Rights
The shares subscribed with options shall entitle subscribers to dividends for
the financial year during which the shares were subscribed. Other shareholder
rights shall commence once the issuance of new shares has been entered into the
Trade Register.
If existing shares held by the Company are used for share subscriptions those
shares shall have all shareholder rights and dividend rights from the exercise
date.
10. Issuances of Shares, Convertible Bonds and Options Prior to Share
Subscription
In the event that, before the share subscription, the Company decides to issue
new shares or stock options or other special rights in accordance with
shareholders' pre-emptive rights, the option holder shall have the same or
equal right as a shareholder. Equal rights shall be effected in a manner
decided by the Company's Board of Directors, through alteration of the number
of shares available for subscription or the subscription price or both.
11. Option Holder's Rights in Certain Events
In the event that, before the share subscription, the Company decides to cancel
existing shares held by the Company, this shall not affect the right to
exercise stock options.
If the Company acquires its own shares in proportion to the holdings of the
shareholders before the subscription period with options expires, each option
holder shall have the same or equal rights as a shareholder. Equal rights shall
be effected in a manner decided by the Board of Directors of the Company
through alteration of either the number or the subscription price of shares
available for subscription based on the options, or both, or the option holder
shall be reserved an opportunity to exercise his/her subscription right before
the
Company acquires its own shares, within a period of time determined by the
Board of Directors. Acquisition of the Company's own shares otherwise than in
proportion to the holdings of the shareholders shall not affect the pre-emptive
subscription right provided by the options.
If the company is placed in liquidation, the option holder will be given an
opportunity to exercise the options during a period of time determined by the
Board of Directors.
Should a situation referred to in the Securities Market Act or the Companies
Act arise where a party has the right and obligation to redeem the rest of the
shares, the option holders will be given an opportunity to exercise his/her
subscription right within a period of time determined by the Board of
Directors.
Should the Company resolve to merge into another company, to merge with another
company to form a new company, or demerge, the Board of Directors shall give
the option holder the right to subscribe for shares before the merger or
demerger within a period of time determined by the Board of Directors after
which date no subscription right shall exist, or it shall give the option
holder the right to subscribe for options issued, under the similar terms and
conditions, by the acquiring company or the company to be formed in a
combination merger or demerger on the same principles as the shareholders have
been given shares of the acquiring or new company, as set forth in the merger
or demerger plan.
Should the number of the Company's shares be changed while the share capital
remains unchanged, the subscription terms shall be amended to the effect that
the aggregate proportion of the shares to be subscribed for of all shares of
the Company and the aggregate subscription price remain unchanged.
If the Company changes from a public company into a private company before the
subscription period with options expires, option holders shall be reserved the
right to exercise their subscription right within the period determined by the
Board of Directors before the change takes place.
III OTHER CONDITIONS
12. Applicable Law and Settlement of Disputes
The Stock Option Plan shall be governed by the laws of Finland. All disputes
related to the options shall be settled in arbitration in accordance with the
rules of the Arbitration Board of the Finnish Central Chamber of Commerce.
13. Order of priority
In the event of conflict, the Finnish language version of these terms and
conditions shall prevail.
14. Other Matters
The Board of Directors shall resolve other matters pertaining to the options
and subscription of shares. Documents concerning the options are available for
inspection at the Company's head office in Espoo.