QPR Software - Decisions of general meeting

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

QPR Software Plc    Stock Exchange Bulletin 14 March 2007 at 5.00 pm



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

The Annual Shareholders' Meeting held on 14 March 2007 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 2006 and released the Board of Directors and the Managing Director
from liability. 

Dividend 
 
The Annual Shareholders' Meeting approved the Board's proposal that a per-share
dividend of EUR 0.04, a total of EUR 489,430.56, be paid for the financial year
2006. 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 19 March 2007. The dividend payment date shall be 26
March 2007. 

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, Asko Piekkola, Topi Piela, Jarmo Niemi ja Niklas Sonkin. In its first
meeting immediately following the Annual Shareholders' Meeting, the Board of
Directors elected Vesa-Pekka Leskisen 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. 

Amendment of the Articles of Association  
  
The Annual Shareholders' Meeting decided to change the articles of association
in its totality. The primary content of the amendment is as follows: 

-   The provisions on minimum and maximum share capital are to be deleted (3§);
-   The provisions on minimum and maximum amount of shares are to be deleted
(4§); 
-   The provisions on the record date are to be deleted (6§);
-   The provisions on representation of the company are to be amended to
correspond to the terminology of the new Companies Act (8§); 
-   The Articles Of Association are to be amended so that the company has one
(1) auditor, which is required to be an auditing company approved by the
Central Chamber of Commerce (9§); 
-   The agenda of the Annual Shareholders Meeting is to be amended to
correspond to the contents of the new Companies Act and the Article 13 of the
current Articles Of Association - according to which the Annual Shareholders'
Meeting shall be held in Helsinki, Espoo or Vantaa as decided by the Board of
Directors - shall be included to the same section (11§); and 
-   The numbering of the Articles of Association shall be amended accordingly.

The new articles of association are attached to this stock exchange release as
Appendix 1. 

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; 
-   the company's own shares may be acquired only with free 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. 


QPR SOFTWARE PLC

Matti Kanninen
Managing Director



Additional information
Matti Kanninen
Managing Director
QPR Software Plc.
Tel. +358-(0)40-5455 877
email: matti.kanninen@qpr.com
www.qpr.com


DISTRIBUTION Helsinki Stock Exchange, 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 1


ARTICLES OF ASSOCIATION OF QPR SOFTWARE PLC

1 § Company name and domicile

The company name is QPR Software Oyj, in English QPR Software Plc.
Company's domicile is Helsinki

2 § Field of Business

The field of business of the company is to develop and sell data processing
systems that increase the efficiency of the organizations and provide
additional value to the clients. The company acts as the parent company of the
group and is responsible for the financing of the group. Furthermore, the
company may own and administer shares and real estates and other property
supporting its business operations. 

3 § Book-entry Securities System

The company's shares are included in the book-entry securities system.

4 § Board of Directors

The Board of Directors shall consist of three to six (3-6) ordinary members.

The term of the members of the Board of Directors shall terminate at the end of
the Annual Shareholders' Meeting following the election of the Board of
Directors. 

5 § Representation

The company is represented by the chairman of the Board of Directors and the
managing director each alone and a member of the Board of Directors, holder of
a procuration or another person appointed by the Board of Directors to
represent the company two together. 

The Board of Directors is entitled to give a right to represent the company to
appointed persons in the manner that they are entitled to represent the company
two together or each together with a member of the Board of Directors or a
holder of a procuration. 

6 § Auditor

The company has one (1) auditor, which is required to be an auditing company
approved by the Central Chamber of Commerce. 

The auditor is elected until further notice.

7 § Financial Period

The financial period of the company is a calendar year.

8 § Notice for Shareholders' Meeting

A notice for Shareholders' Meeting shall be delivered to shareholders no
earlier than two (2) months and no later than seventeen (17) days before the
meeting by publishing it in a national newspaper specified by the Board of
Directors or by delivering the notice in registered letter to each shareholder
at the address entered in the Shareholder Register or otherwise verifiably in
writing. To be able to participate in a 
Shareholders' Meeting, a shareholder must register with the
company no later than on the day mentioned in the notice of
meeting, which can be no earlier than ten (10) days before the
meeting

9 § Annual Shareholders, Meeting

The Annual Shareholders' Meeting shall be held annually in
Helsinki, Espoo or Vantaa on the date decided by the Board of
Directors, within six months of the expiration of the financial
period on a date set by the Board of Directors.

In the meeting:

the following shall be submitted

1. financial statements, group financial statements and annual
   report;
2. auditor's report;

the following matters shall be decided upon

3. confirmation of the financial statements and the group
   financial statements;
4. use of the profit shown by the balance-sheet;
5. discharge of liability of the members of the Board of Directors
   and the Managing Director;
6. compensation for the members of the Board of Directors and the
   auditors as well as grounds for compensation of the costs
   incurred;
7. amount of members in the Board of Directors;

the following shall be elected

8. the members of the Board of Directors; and
9. the auditor, when required.