Proha - Decisions of general meeting

DECISIONS OF THE ANNUAL GENERAL MEETING OF PROHA PLC

Espoo, Finland, 2011-03-17 14:15 CET (GLOBE NEWSWIRE) -- Proha Plc           
Stock Exchange Bulletin           March 17, 2011 at 3.15 p.m. 


Proha Plc's Annual General Meeting held on March 17, 2011, adopted the
financial statements for 2010 and discharged the members of the Board of
Directors and the CEO from liability. 

The Annual General Meeting re-elected the following four persons as Board
members: Ilari Koskelo, Antti Manninen, Leena Mäkelä and Hannu Vaajoensuu, and
Jan-Erik (Janne) Mielck as a new member of the Board. Ernst & Young, Authorized
Public Accountants, will continue as the company's auditor, with Mikko
Järventausta, Authorized Public Accountant, as the auditor in charge. Ulla
Nykky, Authorized Public Accountant, was previously the auditor in charge. 

A total of 35 shareholders were represented in the Annual General Meeting
representing 48% of all shares and votes. 

The Annual General Meeting dealt with the matters specified in the company's
Articles of Association as well as the proposal to amend the Articles 1, 3 and
7 of the Articles of Association, and the proposal to dissolve the unrestricted
equity fund and to reduce the share capital of the company. 


DECISIONS OF THE ANNUAL GENERAL MEETING

Adoption of the annual accounts
The Annual General Meeting adopted Proha Plc's financial statements for 2010
and the consolidated financial statements. 

Resolution on the use of the result shown on the balance sheet
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 CEO from
liability for the financial year 2010. 

Resolution on the remuneration of the members of the Board of Directors
The Annual General Meeting decided that the chairman of the Board is paid EUR
35,000, the vice chairman of the Board EUR 25,000 and each other member of the
Board EUR 22,000 as the annual remuneration. The remuneration to such members
of the Board, who are employed by the company, is EUR 11,000. 

Resolution on the number of members of the Board of Directors
The Annual General Meeting decided that the number of Board members be five (5).

Election of members of the Board of Directors
The Annual General Meeting elected the following five persons to the Board of
Directors: Ilari Koskelo, Antti Manninen, Jan-Erik (Janne) Mielck, Leena Mäkelä
and Hannu Vaajoensuu. 

Resolution of the remuneration of the auditor
The Annual General Meeting decided that the auditor's fee will be paid as
invoiced and approved by the company. 

Election of the auditor
The Annual General Meeting re-elected Ernst &Young Oy, Authorized Public
Accountants, to continue as the company's auditor with Mikko Järventausta,
Authorized Public Accountant, as the auditor in charge. 

Resolution on the amendment of the Articles of Association
The Annual General Meeting decided to amend the Articles 1, 3 and 7 as follows:

1 § Commercial Name

The commercial name of the company is Dovre Group Oyj.
The parallel company name in English is Dovre Group Plc.
The parallel company name in Swedish is Dovre Group Abp.

3 § Field of Business

The field of business of the company is to practice management consultancy and
to produce and market different kind of project management and project planning
services. In addition, the company's field of business is to import, develop,
sell and market software and hardware in relation to ICT-sector as well as
research, training, publishing and consultancy in connection to the business
field. The company may practice security trading, rent business premises and
machinery and equipment in relation thereto, and, produce and sell management
services. The company may own real estate. 

7 § Representing the Company

The CEO and the chairman of the Board of Directors alone or two members of the
Board of Directors together represent the company. In addition, the Board of
Directors may authorize or give nominated persons a procuration to represent
the company. 

Dissolution of the unrestricted equity fund and reduction of the share capital
of the company 
The Annual General Meeting decided that the accumulated losses of EUR
11,289,645.91 from prior financial years shown in the audited financial
statements on December 31, 2010 are set off by the dissolution of the
unrestricted equity fund EUR 4,975,876.91 and by reducing the share capital EUR
15,916,854.20 with the amount of EUR 6,313,769.72. After the reduction the
share capital of the company will be EUR 9,603,084.48. 

Decisions were made without voting.

The minutes of the Annual General Meeting will be available on the company's
website at www.proha.com by the latest on March 31, 2011. 


FIRST MEETING OF THE BOARD OF DIRECTORS

In its first meeting held after the Annual General Meeting, the Board of
Directors elected Hannu Vaajoensuu as the Chairman and Antti Manninen as the
Vice Chairman of the Board. 


PROHA PLC

Ilkka Toivola
CEO


More information:

PROHA PLC

Ilkka Toivola
CEO
Tel. +358 (0)20 436 2000
ilkka.toivola@proha.com

www.proha.com



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