QPR Software - Notice to general meeting

QPR SOFTWARE: NOTICE FOR ANNUAL GENERAL MEETING; THE PROPOSALS OF THE BOARD OF DIRECTORS

QPR SOFTWARE PLC           STOCK EXCHANGE BULLETIN            FEBRUARY 11, 2016
AT 09:30 A.M. 

NOTICE FOR ANNUAL GENERAL MEETING;
THE PROPOSALS OF THE BOARD OF DIRECTORS

Notice is hereby given to the shareholders of QPR Software Plc that the Annual
General Meeting will be held on Thursday March 22, 2016 starting at 1:00 p.m.
at the 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 General Meeting pursuant to Companies
Act and Article 9 of the Articles of Association 

2. The Authorization of the Board of Directors to decide on a share issue and
on an issue of special rights 

The Board of Directors proposes that the General Meeting would authorize the
Board of Directors to decide on an issue of new shares and conveyance of 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 General Meeting.

3. Authorization of the Board of Directors to decide on acquisition of own
shares 

The Board of Directors proposes that the General Meeting would authorize the
Board of Directors to decide on acquisition of the Company's own shares. The
Board of Directors proposes that the Annual General 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 General Meeting.

4. Payment of Dividend

The Board of Directors proposes to the General Meeting that the Company would
pay dividend for the financial year January 1 - December 31, 2015, EUR 0.02 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
March 24, 2016. The Board of Directors proposes to the General Meeting that the
dividend shall be paid on April 5, 2016. 

Furthermore, the Board of Directors proposes to the AGM that the Board of
Directors be authorized to decide, subject to its discretion, on payment of a
special dividend of EUR 0.01 during 2016. In its assessment on potential
special dividend payment, the Board of Directors intends to evaluate the
development of the Company´s operative environment, implementation of the
Company´s strategy and economic situation. 

5. The number and election of Board members

Major shareholders prepare annually a proposal to the Annual General Meeting
for the composition of the Company’s Board of Directors as well as well for the
annual emoluments of the Board members and auditors. The Chairman of the Board
is responsible for contacting major shareholders and inviting at least three
largest shareholders annually to prepare the proposals. 

It has been brought to the Company´s attention that shareholders who represent
41,7%% of the Company´s shares and votes will propose to the Annual General
Meeting that the number of Board members be confirmed at four (4) and that Mrs.
Kirsi Eräkangas, Mr. Juho Malmberg, Mr. Topi Piela and Mr. Vesa-Pekka Leskinen
be re-elected as Board members. 

The details of all the persons proposed as the members of the Board of
Directors can be found on the Company's investor webpages at
www.qpr.com/company/board-of-directors. 

DOCUMENTS

The proposals of the Board of Directors are published as stock exchange
bulletin (appendix to this notice for Annual General Meeting). The financial
statements shall be available for review by the shareholders on the website of
the Company www.qpr.com on February 29, 2016. Copies of the proposals of the
Board of Directors and of the financial statements shall be sent to a
shareholder by request. 

INSTRUCTIONS TO SHAREHOLDERS

Participation and Registration

A shareholder of the Company that has been entered into the Company’s
shareholders' register maintained by the Euroclear Finland Oy on March 10,
2016, has the right to participate in the Annual General Meeting. 

The shareholder willing to participate in the Annual General Meeting shall
report the Company of the participation on March 14, 2016, at 4:00 p.m.
(Finnish time) at the latest, in writing to the address QPR Software Plc,
Huopalahdentie 24, 00350 Helsinki, by phone to the number +358 50 4361 658, 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. 

Right to request information

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. 

QPR Software Plc complies with the Corporate Governance Code 2015, issued by
the Finnish Securities Market Association, from the beginning of the financial
year starting on January 1, 2016. For the financial year 2015 the Company
complies with the Corporate Governance Code 2010, which is the one preceding
the new 2015 Code. 

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. Should a shareholder participate in the meeting by means of
several proxy representatives representing the shareholder with shares in
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 QPR Software Plc, Huopalahdentie 24, and 00350
Helsinki before or on the last date for registration. 

Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the
Annual General Meeting by virtue of such shares, based on which he/she on the
record date of the Annual General Meeting, i.e. on March 10, 2016, would be
entitled to be registered in the shareholders’ register of the Company held by
Euroclear Finland Ltd. The right to participate in the Annual General Meeting
requires, in addition, that the shareholder on the basis of such shares has
been registered into the temporary shareholders’ register held by Euroclear
Finland Ltd. at the latest by March 17, 2016 by 10:00 a.m. (Finnish time). As
regards nominee registered shares this constitutes due registration for the
Annual General Meeting. 

A holder of nominee registered shares is advised to request without delay all
necessary instructions regarding the temporary 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 has to register a holder
of nominee registered shares, who wants to participate in the Annual General
Meeting, into the temporary shareholders’ register of the Company at the latest
by March 17, 2016 by 10:00 a.m. (Finnish time), as mentioned above. 

ANNUAL REPORT

QPR Software Plc's annual report 2015 will be published on Monday, February 29,
2016 and will be available on the Company's internet pages at www.qpr.com.
Copies of annual report 2015 will also be available at the Company's
headquarters Huopalahdentie 24, 00350 Helsinki, Finland (Tel. +358 40 737
2145/Jyrki Karasvirta). 

OTHER INFORMATION

On the date of this notice for the Annual General Meeting, the total number of
shares and votes in QPR Software is 12,444,863. 

In Helsinki February 11, 2016

QPR SOFTWARE PLC
The Board of Directors

Additional information:

Vesa-Pekka Leskinen
Chairman of the Board
QPR Software Plc
Tel. +358 40 500 9830

DISTRIBUTION

Nasdaq Helsinki
Main Media
www.qpr.com

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

AUTHORIZATION OF THE BOARD OF DIRECTORS TO DECIDE ON A SHARE ISSUE AND ISSUE OF
SPECIAL RIGHTS 

The Board of Directors proposes that the Annual General Meeting of the Company
to be held on March 22, 2016 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 700,000 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 develop 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
financial reasons especially substantial for the Company; 

- The authorization 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 General Meeting; and

- The 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 Annual General Meeting of the Company
to be held on March 22, 2016 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 develop 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 on Nasdaq Helsinki. 

- The Company's own shares may be acquired only with non-restricted equity;

- The authorization shall be in force until the next Annual General Meeting; and

- The Board of Directors is otherwise authorized to decide on all the
conditions regarding the acquisition of own shares. 

PAYMENT OF DIVIDEND

The Board of Directors proposes to the General Meeting that the Company would
pay dividend for the financial year January 1 - December 31, 2015, EUR 0.02 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
March 24, 2016. The Board of Directors proposes to the General Meeting that the
dividend shall be paid on April 5, 2016. 

AUTHORIZATION OF THE BOARD OF DIRECTORS TO DECIDE ON PAYMENT OF A SPECIAL
DIVIDEND 

The Board of Directors proposes to the General Meeting that the Board of
Directors be authorized to decide, subject to its discretion, on payment of a
special dividend of EUR 0.01. In its assessment on potential special dividend
payment, the Board of Directors intends to evaluate the development of the
Company´s operative environment, implementation of the Company´s strategy and
economic situation. 

The authorization shall be in force until December 31, 2016.


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