Proha - Notice to general meeting

PROHA PLC'S ANNUAL GENERAL MEETING TO BE HELD ON MARCH 17, 2010

PROHA PLC     Stock Exchange Release   17 February 2010   10.30 a.m.

PROHA PLC: NOTICE OF ANNUAL GENERAL MEETING ON 17 MARCH 2010

Notice is given to the shareholders of Proha Plc of the Annual General Meeting
to be held on Wednesday, 17 March 2010 at 13 a.m. at Pörssitalo,
Peilisali-cabinet, address Fabianinkatu 14, Helsinki. 

The reception of the persons, who have registered for the meeting will commence
at 12.30 a.m. 


A. MATTERS ON THE AGENDA OF THE GENERAL MEETING

At the general meeting, the following matters will be considered:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinize the minutes and to supervise the counting
of votes 

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the annual accounts, the report of the Board of Directors
and the auditor's report for the year 2009 

- Review by the CEO

7. Adoption of the annual accounts

8. Resolution on the use of the profit shown on the balance sheet 

The Board of Directors proposes to the Annual General Meeting that it would
resolve not to distribute any dividend to the shareholders from the financial
year 1 January 2009 through 31 December 2009. 

9. Resolution on the discharge of the members of the Board of Directors and the
CEO from liability 

10. Resolution on the remuneration of the members of the Board of Directors
Shareholding representing over 30 % of the total votes in the Company have
informed the Company, that they will propose to the Annual General Meeting that
the remuneration payable to the Board members shall be as follows: 
The chairman of the board be paid EUR 30,000 and each other member of the board
EUR 20,000 for the term, which will last until the next annual general meeting.
The remuneration will not be paid to such members of the board, who 
are employed by the Proha Group at the moment of the election. The attendance
fee of EUR 300 per meeting will be paid to such members of board. 

The remuneration for the board work will be paid quarterly. Actual travelling
expenses will be remunerated. 

11. Resolution on the number of members of the Board of Directors
Shareholding representing over 30 % of the total votes in the Company have
informed the Company, that they will propose to the Annual General Meeting that
the number of Board members be set at four (4). 

12. Election of members of the Board of Directors
Shareholding representing over 30 % of the total votes in the Company have
informed the Company, that they will propose to Annual General Meeting that Mr.
Ilari Koskelo, Mr. Antti Manninen, Mr. Hannu Vaajoensuu and Ms. Leena Mäkelä be
re-elected as Members of the Board. The term of office of the Board members
shall continue until the next Annual General Meeting. 

13. Resolution on the remuneration of the auditor
The Board of Directors proposes that the auditor's fee shall be paid according
to the auditor's invoice. 

14. Election of auditor

The Board of Directors proposes the election of Ernst & Young as the company's
auditor and Ms. Ulla Nykky, Authorized Public Accountant, as the responsible
auditor. 

15. Closing of the Meeting


B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

The proposals of the Board of Directors relating to the agenda of the Annual
General Meeting as well as this notice are available on the company's website
at www.proha.com starting from 17 February 2010 at 10.30 a.m. 

The financial statement report of the company was released on 15 February 2010
at 9 a.m. The company's annual accounts, the report of the Board of Directors
and the auditor's report, or the annual report including the same documents, are
available on the above mentioned website no later than 24 February 2010. The
proposals of the Board of Directors and the annual accounts are also available
at the meeting. Copies of these documents and of this notice will be sent to
shareholders upon request. The minutes of the Annual General Meeting are
available on the above mentioned website no later than 31 March 2010. 

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING

1. The right to participate and registration

Each shareholder, who is registered on 5 March 2010 in the shareholders'
register of the company held by Euroclear Finland Oy, has the right to
participate in the Annual General Meeting. A shareholder, whose shares are
registered on his/her personal Finnish book-entry account, is registered in the
shareholders' register of the company. 

A shareholder, who wants to participate in the Annual General Meeting, shall
register for the meeting between 17 February 2010 at 10.30 a.m. and 12 March
2010 at 10 a.m. by giving a prior notice of participation. 

Such notice can be given:
a) on Proha Oyj's website in the address www.Proha.com
b) by email to Proha Plc / maija.julin@proha.com
by telephone to Proha Plc/ Maija Julin, +358 (0)50-917 2365
c) by telefax to Proha Plc/ Maija Julin +358(0)20-436 2500
or 
d) by regular mail to Proha Plc, Maapallonkuja 1 A, 02210, Espoo, Finland.
In connection with the registration, a shareholder shall notify his/her name,
personal identification number, address, telephone number and the name of a
possible assistant or proxy representative and the personal identification
number of a proxy representative. The personal data given to Proha Oyj is used
only in connection with the Annual General Meeting and with the processing of
related registrations. 

Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is
present at the Annual General Meeting has the right to request information with
respect to the matters to be considered at the meeting. 

2. Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise
his/her rights at the meeting by way of proxy representation. 

A proxy representative shall produce a dated proxy document or otherwise in a
reliable manner demonstrate his/her right to represent the shareholder at the
Annual General Meeting. When a shareholder participates in the meeting by means
of several proxy representatives representing the shareholder with shares at
different book-entry accounts, the shares by which each proxy representative
represents the shareholder shall be identified in connection with the
registration for the Annual General Meeting. 

Possible proxy documents should be delivered in originals to Proha Plc/ Maija
Julin, Proha Plc, Maapallonkuja 1 A, 02210, Espoo, Finland before the last date
for registration. 

A shareholder may also authorize a proxy representative by making an electronic
authorization in connection with the registration in the address www.Proha.com.
The shareholder's book-entry account number is needed for this purpose. 

3. Holders of nominee registered shares

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the shareholder's register
of the company, the issuing of proxy documents and registration for the Annual
General Meeting from his/her custodian bank. The account management
organization of the custodian bank will register a holder of nominee registered
shares, who wants to participate in the meeting, to be temporarily entered into
the shareholders' register of the company at the latest on 12 March 2010 by 10
a.m. Further information on these matters can also be found on the company's
website www.Proha.com. 

4. Other information

On the date of this notice to the Annual General Meeting 16 February 2010, the
total number of shares and votes in Proha Plc is 61,961,751. 

In Espoo, on 16 February 2010

PROHA PLC

Board of Directors



For further information please contact 

PROHA PLC
Mr. Ilkka Toivola,CEO, tel. +358 (0)20 436 2000
ilkka.toivola@proha.com

Ms. Sirpa Haavisto, CFO, tel. +358 (0)20 436 2000
sirpa.haavisto@proha.com

www.proha.com


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