QPR SOFTWARE PLC STOCK EXCHANGE BULLETIN 18 MARCH 2010 AT 4:30 P.M.
DECISIONS MADE BY THE ANNUAL SHAREHOLDERS' MEETING OF QPR SOFTWARE PLC
The Annual Shareholders' Meeting held on March 18, 2010 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, 2009 and released the Board of Directors and the
Managing Director from liability.
DIVIDEND
The Annual Shareholders' Meeting approved the Board's proposal that a per-share
dividend of EUR 0.02, a total of EUR 243,737.26, is paid for the financial year
2009. 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,
2010. The dividend payment date is 6 April, 2010.
DISTRIBUTION OF ASSETS FROM THE INVESTED NON-RESTRICTED EQUITY FUND TO THE
SHAREHOLDERS
The Annual Shareholders' Meeting approved the Board's proposal to distribute
funds to the shareholders from the invested non-restricted equity fund
EUR 0.01 per share, totaling in EUR 121,868.63. The funds are paid to a
shareholder that has been entered into the company's shareholders' register
maintained by Euroclear Finland Oy, on the record date of the payment on 23
March, 2010. The payment is made on the same day as the dividend is paid, on 6
April, 2010.
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: Aino-Maija Fagerlund,
Jyrki Kontio, Antti Laine, Vesa-Pekka Leskinen and Asko Piekkola.
In its first meeting immediately following the Annual Shareholders' Meeting, the
Board of Directors elected Vesa-Pekka Leskinen as Chairman of the Board.
The Board of Directors noted that both new members, Aino-Maija Fagerlund and
Antti Laine, are independent from the Company and its main shareholders.
AUDITOR
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 550,000 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 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 on 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.
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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