2008-03-12 12:00:00 CET

2008-03-12 12:00:00 CET


REGULATED INFORMATION

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QPR Software - Decisions of general meeting

DECISIONS MADE BY THE ANNUAL SHAREHOLDERS' MEETING OF QPR SOFTWARE PLC


QPR Software Plc    Stock Exchange Bulletin 12 March 2008 at 1.00 pm

DECISIONS MADE BY THE ANNUAL SHAREHOLDERS' MEETING OF QPR SOFTWARE PLC

The Annual Shareholders' Meeting held on 12 March 2008 made the following
decisions: 

The Annual Shareholders' Meeting confirmed the company's financial statements
and the group's financial statements for the financial period 1 January - 31
December 2007 and released the Board of Directors and the Managing Directors
from liability. 

Dividend 
The Annual Shareholders' Meeting approved the Board's proposal that a per-share
dividend of EUR 0.03, a total of EUR 368,106.06, be paid for the financial year
2007. The dividend shall be paid to shareholders entered in the company's
shareholder register, maintained by Finnish Central Securities Depository Ltd.,
on the record date of 17 March 2008. The dividend payment date shall be 26
March 2008. 

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: Vesa-Pekka Leskinen, Jarmo Niemi,
Asko Piekkola, Topi Piela and Jyrki Kontio. In its first meeting immediately
following the Annual Shareholders' Meeting, the Board of Directors elected
Vesa-Pekka Leskinen as Chairman of the Board. 

Auditor

KPMG Oy Ab, Authorised 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 authorisation 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 authorisation includes the right to deviate from the shareholders'
 pre-emptive subscription right; 
-The authorisation can be used 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 programmes; 
-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 authorisation 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 authorisation 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 conveyance of the company's own shares. 

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 programmes 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 authorisation includes the right to decide on a directed acquisition of
 the company's own shares; 
-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 authorisation 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. 

Decrease of share premium reserve, abolishment of share premium reserve and
change of entering subscribed shares based on option rights 

The Annual Shareholders' Meeting decided to decrease the share premium reserve
as shown in the balance sheet as per 31 December 2007 by the total amount of
the share premium reserve of EUR 356 539.89 by transferring the decreased
amount to the invested non-restricted equity fund of the company. After the
decrease the amount of the share premium reserve shall be zero and it is
abolished. 

The Annual Shareholders' Meeting further resolved to amend the decisions made
on 1 October 2003 and on 15 March 2005 regarding the issue of option rights so
that the subscription prices of the shares subscribed based on the option
rights will be entered into the invested non-restricted equity fund. 


QPR SOFTWARE PLC

Jari Jaakkola
Chief Executive Officer


Additional information
Jari Jaakkola
Chief Executive Officer
QPR Software Plc.
Tel. +358-40-5026397
email: jari.jaakkola@qpr.com
www.qpr.com


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Helsinki Stock Exchange (OMX Nordic Exchange Helsinki Ltd)
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