QPR Software - Notice to general meeting

NOTICE FOR ANNUAL SHAREHOLDERS' MEETING; THE PROPOSALS OF THE BOARD OF DIRECTORS

QPR SOFTWARE PLC STOCK EXCHANGE BULLETIN 12 FEBRUARY 2009 AT 9:40 AM            

NOTICE FOR ANNUAL SHAREHOLDERS' MEETING; THE PROPOSALS OF THE BOARD OF DIRECTORS
Notice is hereby given to the shareholders of QPR Software Plc                  
that the Annual Shareholders' Meeting will be held on Thursday 12               
March 2009 starting at 1:00 p.m. at company's headquarters                      
Huopalahdentie 24, 00350 Helsinki, Finland.                                     

The following matters will be addressed at the meeting:                         

1. Matters to be submitted to the Annual Shareholders' Meeting                  
   pursuant to Article 9 of the Articles of Association                         

2. The Authorization of the Board of Directors to decide on a                   
   share issue and on issue of special rights                                   

The Board of Directors proposes that the Shareholders' Meeting                  
would authorize the Board of Directors to decide on an issue of                 
new shares and conveyance of the own shares held by the company.                
The share issue can be carried out as a share issue against                     
payment or without consideration.                                               

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.                                      

The Board of Directors proposes that the authorization includes                 
the right to deviate from the shareholders' pre-emptive subscription            
right.                                                                          

The authorization shall be in force until the next Annual                       
Shareholders' Meeting.                                                          

3. Authorization of the Board of Directors to decide on                         
   acquisition of own shares                                                    

The Board of Directors proposes that the Shareholders' Meeting                  
would authorize the Board of Directors to decide on acquisition of              
the company's own shares. The Board of Directors proposes that the              
Shareholders' Meeting would decide on an authorization not                      
excluding the right to decide on a directed acquisition.                        

The authorization shall be in force until the next Annual                       
Shareholders' Meeting.                                                          
4. Payment of Dividend                                                          

The Board of Directors proposes to the Shareholders' Meeting that               
the company would pay dividend for the financial year January 1 -               
December 31, 2008, EUR 0.03 per share. The dividend shall be paid               
to a shareholder that has been entered into the company's shareholders' register
on the record date of the dividend payment on 17 March 2009. The Board of       
Directors proposes to the Shareholders' Meeting that the dividend shall be paid 
on 26 March 2009.                                                               


5. Authorization of the Board of Directors to decide on potential distribution  
of assets from the unrestricted equity fund to the Shareholders                 

The Board of Directors proposes that the Shareholders Meeting would authorize   
the Board of Directors to decide, provided that assessment on economic situation
supports the decision, on potential distribution of assets from the invested    
unrestricted equity fund. The maximum distribution of assets is EUR 0.02 per    
share. The Board of Directors must make the decision not later than 31 December,
2009.                                                                           

The authorization shall be in force until the next Annual Shareholders´ Meeting.

Documents                                                                       

The proposals of the Board of Directors are published as stock                  
exchange bulletin (appendix to the notice for annual shareholders'              
meeting). The financial statements shall be available for review                
by the shareholders on the website of the company www.qpr.com on                
27 February 2009. Copies of the proposals of the Board of                       
Directors and of the financial statements shall be sent to a                    
shareholder by request.                                                         

Participation and Registration                                                  

A shareholder of the company that has been entered into the                     
company's shareholders' register maintained by the Finnish Central              
Securities Depository on 2 March 2009, has the right to                         
participate in the Shareholders' Meeting.                                       

The shareholder willing to participate in the Shareholders'                     
Meeting shall report the company of the participation on 6 March                
2009, at 4.00 p.m. at the latest, in writing to the address QPR                 
Software Plc, Huopalahdentie 24, 00350 Helsinki, by phone to the                
number +358 50 5629 781, or by email to the address ilmoittautumiset@qpr.com.   
The letter or message of participation shall be at the destination              
prior to the expiry of the registration period. The possible proxies are asked  
to be delivered in connection with the registration to the address set forth    
above.                                                                          

Holders of nominee registered shares                                            

A holder of nominee registered shares wanting to participate in the             
General Meeting must be entered into the shareholders' register of              
the Company on the record date 2 March 2009 of the General Meeting. A holder of 
nominee registered shares is advised to request necessary instructions regarding
the registration in the shareholder's register of the Company, the issuing of   
proxy documents and registration for the General Meeting from his/her custodian 
bank.                                                                           

Annual Report                                                                   

QPR Software Plc's annual report 2008 will be published in Finnish on Friday    
27 February 2009 (in English on 3 March 2009) and will be available on the      
company's internet pages at www.qpr.com. Copies of annual report 2008 will      
also be available at company's headquarters Huopalahdentie 24,                  
00350 Helsinki, Finland (Tel. +358 40 7372 145/Jyrki Karasvirta).               

In Helsinki 12 February 2009                                                    

QPR SOFTWARE PLC                                                                

Board of Directors                                                              

Additional information                                                          
Vesa-Pekka Leskinen                                                             
Chairman of the Board                                                     
QPR Software Plc                                                                
Tel. +35840 500 9830                                                            

DISTRIBUTION                                                                    
Helsinki Stock Exchange (OMX Nordic Exchange Helsinki Ltd)                      
Main Media                                                                      

Neither this press release nor any copy of it may be taken,                     
transmitted into or distributed in the United States of America or              
its territories or possessions.                                                 

APPENDIX                                                                        

PROPOSALS OF THE BOARD OF DIRECTORS                                             

THE AUTHORIZATION OF THE BOARD OF DIRECTORS TO DECIDE ON A SHARE                
ISSUE AND ISSUE OF SPECIAL RIGHTS                                               

The Board of Directors proposes that the Shareholders' Meeting of               
the company to be held on 12 March 2009 shall 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 250,000 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 
weighty 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 Board of Directors proposes that the Shareholders' Meeting of               
the company to be held on 12 March 2009 shall 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            
in the Helsinki Exchanges (OMX Nordic Exchange 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.                       

5. AUTHORIZATION OF THE BOARD OF DIRECTORS TO DECIDE ON POTENTIAL DISTRIBUTION  
OF ASSETS FROM THE UNRESTRICTED EQUITY FUND TO THE SHAREHOLDERS                 

The Board of Directors proposes that the Shareholders Meeting would authorize   
the Board of Directors to decide on potential distribution of assets from the   
invested unrestricted equity fund, on the following conditions:                 

- The maximum distribution of assets would be EUR 0.02 per share. 

- The Board of Directors must make the decision no later than 31 December,
2009. 

- The Board of Directors can decide to distribute assets to a shareholder that  
has been entered into the company's shareholders' register on the record date of
the distribution of assets, decided by the Board of Directors.                  

- The Board of Directors decides the record date of the distribution of assets  
and payment, which can be earliest the fifth banking day from the record date. 

- In its assessment on the distribution of assets, the Board of Directors       
intends to evaluate especially the development of the Company´s operative 
environment, implementation of the Company´s strategy and economic situation. 

- The Board of Directors intends to give separate information, if applicable,
on details of the potential distribution of assets. 

- The authorization shall be in force until the next Annual Shareholders´ 
Meeting.