Proha - Corporate Action

PROHA'S BOARD DECIDED ON NEW STOCK OPTION PLAN 2010

Proha Plc      	STOCK EXCHANGE RELEASE          May 28, 2010 at 8:30 a.m.


PROHA'S BOARD DECIDED ON NEW STOCK OPTION PLAN 2010

The Board of Directors meeting of the Proha Plc held on May 27, 2010, approved
a new option plan 2010 based on the authorization given by the annual general
meeting of April 18, 2007. Under this plan, a total of 2,450,000 stock options
are offered for subscription to the key persons in the Proha Group companies.
The dilution effect of the stock option plan is less than 4% of the total
number of Proha shares. Each stock option entitles the holder to subscribe for
one share in Proha. 

The option plan is divided into three series. The number of stock options and
the subscription periods and subscription prices, which are based on the final
daily ratings in the public trading of the share of Proha Plc, are as follows: 

- A-series: a maximum of 900,000 stock options can be given, the subscription
price is the average rating in 2010 Q 1 and the subscription period 1.3.2012 -
28.2.2015 

- B-series: a maximum of 775,000 stock options can be given, the subscription
price is the average rating in 2011 Q 1 and the subscription period 1.3.2013 -
28.2.2016 

- C-series: a maximum of 775,000 stock options can be given, the subscription
price is the average rating in 2012 Q 1 and the subscription period 1.3.2014 -
28.2.2017 


ENCLOSURE: The terms and conditions of the option plan 2010 


Proha Plc
Ilkka Toivola
CEO


More information:

PROHA PLC

Ilkka Toivola, CEO
Tel. +358 20 436 2000
ilkka.toivola@proha.com

www.proha.com


Distribution:
NASDAQ OMX Helsinki Ltd.
Major media


ENCLOSURE: The terms and conditions of the option plan 2010 

PROHA STOCK OPTION PLAN 2010

The Board of Directors of Proha Plc has decided on issuing a maximum of
2,450,000 option rights, which are offered deviating from the shareholders'
pre-emptive subscription right to the key persons of the Proha Group companies. 

Grounds for the deviation from the shareholders' pre-emptive right to
subscription exist because the options are intended to encourage the management
and key personnel of the Company to work on a long-term basis to increase the
shareholder value and to commit them to the Proha Group. 

According to the section 5 of the option plan terms, subscription prices for
the subscription of the shares are based on the average final daily ratings in
the public trading of the share of Proha Plc in the follow-up period. 

The exercise period of the option rights for share subscription will commence
in steps between years 2010 and 2013 and it will end on February 28, 2017. 

If only newly issued shares are used for share subscriptions, the shares
subscribed under the Stock Option Plan 2010 constitute a maximum of less than
4.0 percent of the total number of Proha shares after the subscription. 


I TERMS AND CONDITIONS OF OPTIONS

1. Number of Options

A maximum of 2,450,000 options shall be issued. The options will be divided
into sub-categories A, B and C based on the commencement of their share
subscription period. The total maximum numbers of the granted option rights are
as follows: 

A-series: 900,000 options 
B-series: 775,000 options
C-series: 775,000 options 

2. Subscription Right

The options will be offered deviating from the shareholders' pre-emptive
subscription right to the key persons of the Proha Group companies. The Board
of Directors shall decide on the allocation of the options. The Board of
Directors shall approve the subscriptions. 

Persons eligible to subscribe are such persons who are employed by the Proha
Group, as defined by the Board of Directors, and to whom the Company will send
a letter confirming their right to participate in the offering. The right to
participate in the offering must be proved at the subscription place. 

The right of non-Finnish employees to subscribe for the shares may be limited
on the basis of local securities laws and other regulations. The right to
participate in the offering is personal and cannot be transferred. 

The pre-emptive rights of the Company's shareholders are being deviated from,
since the options are intended to encourage the management and key personnel of
the Company to work on a long-term basis to increase the shareholder value and
commit them to the Proha Group. 

The options are given free of charge.

3. Subscription Time and Place and Book-Entry System

Subscriptions with A-series options can be made through August 20, 2010. The
Board shall later confirm the subscription period for B- and C-series options. 

The place of subscription will be the head office of the Company or other
places as informed by the Company and in the manner informed by the Board of
Directors. 

The Board of Directors can later decide that the stock options shall be issued
in the book-entry system. In this case, the Board will decide on the relevant
procedure and schedule. The stock options will be entered into the book-entry
account of the option holder before the commencement of the option
class-specific share subscription periods. The options concerned are under the
restriction in Section 7 below, which will be registered in the book-entry
system as a restriction concerning all the stock options. The transfer and
other restrictions relating to the stock options referred to in Section 7 below
can be registered by the Company in the book-entry account of the option holder
without the consent of the option holder. The Company also has the right to
transfer the stock options of the option holder to a book-entry account
designated by the Company without the consent of the option holder to implement
the restrictions mentioned under Section 7 below. 


II TERMS AND CONDITIONS OF SHARE SUBSCRIPTION

4. Right to Subscribe for Shares

Each option will entitle the holder thereof to subscribe for one new Proha
share. The Board of Directors shall have, however, the right to determine that
existing shares held by the Company are used for share subscriptions after the
record date for dividends each year. 

5. Share Subscription Price and Subscription Period 

A-series: 
- the subscription price is the average rating in 2010 Q1 
- the subscription period is March 1, 2012 - February 28, 2015

B-series: 
- the subscription price is the average rating in 2011 Q1
- the subscription period is March 1, 2013 - February 28, 2016

C-series: 
- the subscription price is the average rating in 2012 Q1 
- the subscription period is March 1, 2014 - February 28, 2017
The Board of Directors may decide to discontinue the subscription for important
reasons for a limited time. 

Shares can be subscribed for at the Company's head office and in such other
place as informed by the Company. The shares must be paid for at the time of
the subscription. 

Unless the Board of Directors otherwise decides, the total amount of the
subscription price will be recorded in the fund for invested non-restricted
equity. 

6. Booking of Shares on Book-Entry Accounts

Subscribed and fully paid shares will be booked on the book-entry accounts of
the subscribers. 

7. Transfer Restriction and Obligation to Offer for Redemption

Option rights, for which the subscription period referred to in Section 5 has
not commenced, may not be transferred to a third party without the Company's
consent. The Board of Directors will decide upon granting such consent. Once
the share subscription period has begun, the option rights are freely
transferable. 

Should the subscriber's employment at the Proha Group or its subsidiaries
terminate for a reason other than retirement or death or should a notice for
termination be served, Proha Plc may, on the basis of the decision by the Board
of Directors to such effect, redeem without consideration and the subscriber is
also obliged to convey the options of such subscriber to the extent the
exercise period of the options has not commenced before the termination of
employment or the service of the notice for termination. Alienation of the
stocks shall be judged to be effective with an immediate effect based on the
decision of the Board unless a subscriber's contribution is required for some
specific reason. The Company is entitled regardless of whether the options have
been offered to the Company or not, to have such options annulled on the basis
of a resolution to such effect by the Board of Directors of the Company or to
seek for transferral of such options from the subscriber or subscriber's
book-entry account to a book-entry securities account or to a third party
designated by the Board of Directors. 

8. Shareholder Rights

The shares subscribed with options shall entitle subscribers to dividends or
other assets for the financial year during which the shares were subscribed.
Other shareholder rights shall commence once the issuance of new shares has
been entered into the Trade Register. 

If existing shares held by the Company are used for share subscriptions, those
shares shall have all shareholder rights and dividend rights from the exercise
date. 

9. Issuances of Shares, Options or Other Special Rights Prior to Share
Subscription 

In the event that, before the share subscription, the Company decides to issue
new shares or stock options or other special rights in accordance with
shareholders' pre-emptive rights, the option holder shall have the same or
equal right as a shareholder. Equal rights shall be affected in a manner
decided by the Company's Board of Directors, through alteration of the number
of shares available for subscription or the subscription price or both. 

10. Option Holder's Rights in Certain Events

In the event that, before the share subscription, the Company decides to cancel
existing shares held by the Company, this shall not affect the right to
exercise stock options. 

If the Company acquires its own shares in proportion to the holdings of the
shareholders before the subscription period with options expires, each option
holder shall have the same or equal rights as a shareholder. Equal rights shall
be affected in a manner decided by the Board of Directors of the Company
through alteration of either the number or the subscription price of shares
available for subscription based on the options, or both, or the option holder
shall be reserved an opportunity to exercise his/her subscription right before
the Company acquires its own shares, within a period of time determined by the
Board of Directors. Acquisition of the Company's own shares otherwise than in
proportion to the holdings of the shareholders shall not affect the pre-emptive
subscription right provided by the options. 

In other cases, acquisition or the redemption of the Company's own shares or
stock options or other special rights entitling to shares by the Company, shall
not affect the position of stock option holders. 

If the company is placed in liquidation, the option holder will be given an
opportunity to exercise the options during a period of time determined by the
Board of Directors. 

Should a situation referred to in the Securities Market Act or the Companies
Act arise where a party has the right and obligation to redeem the rest of the
shares, the option holders will be given an opportunity to exercise his/her
subscription right within a period of time determined by the Board of
Directors. 

Should the Company resolve to merge into another company, to merge with another
company to form a new company, or demerge, the Board of Directors shall give
the option holder the right to subscribe for shares before the merger or
demerger within a period of time determined by the Board of Directors after
which date no subscription right shall exist, or it shall give the option
holder the right to subscribe for options issued, under the similar terms and
conditions, by the acquiring company or the company to be formed in a
combination merger or demerger on the same principles as the shareholders have
been given shares of the acquiring or new company, as set forth in the merger
or demerger plan. 

Should the number of the Company's shares be changed while the share capital
remains unchanged, the subscription terms shall be amended to the effect that
the aggregate proportion of the shares to be subscribed for of all shares of
the Company and the aggregate subscription price remain unchanged. 

If the Company change from a public company into a private company before the
subscription period with options expires, option holders shall be reserved the
right to exercise their subscription right within the period determined by the
Board of Directors before the change takes place. 


III OTHER CONDITIONS

11. Applicable Law and Settlement of Disputes

The Stock Option Plan shall be governed by the laws of Finland. All disputes
related to the options shall be settled in arbitration in accordance with the
rules of the Arbitration Board of the Finnish Central Chamber of Commerce. 

12. Order of Priority

In the event of conflict, the Finnish language version of these terms and
conditions shall prevail. 

13. Other Matters

The Board of Directors shall resolve other matters pertaining to the options
and subscription of shares. Documents concerning the options are available for
inspection at the Company's head office in Espoo.