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2009-02-12 08:40:00 CET 2009-02-12 08:40:01 CET REGULATED INFORMATION QPR Software - Notice to general meetingNOTICE FOR ANNUAL SHAREHOLDERS' MEETING; THE PROPOSALS OF THE BOARD OF DIRECTORSQPR 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. |
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