QPR SOFTWARE STOCK EXCHANGE RELEASE, FEBRUARY 13, 2019, 9:00 AM
Notice is hereby given to the shareholders of QPR Software Plc that the Annual General Meeting will be held on Thursday 4 April 2019 starting at 1:00 pm 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 will not pay dividend for the financial year January 1 - December 31, 2018.
5. The number and election of Board members
The 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 the 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 44.3% 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). Mr. Topi Piela and Mr. Vesa-Pekka Leskinen are proposed to be re-elected as Board members and Ms. Salla Vainio and Mr. Jarmo Rajala to be elected as new Board members replacing Mr. Juha Häkämies and Ms. Taina Sipilä.
Salla Vainio has a long experience in top management roles in various companies, and her special expertise lies in leading expert organizations. Her latest role was the CEO of Fondia, a business law expert company active in Finland, Sweden and the Baltics. Salla is a member of Directors’ Institute Finland and has been active in other executive boards as well both as a member and a chairman.
Jarmo Rajala is a digital technology expert and a leader with long experience in software business, AI and analytics. Currently Jarmo is employed by a search-based analytics company ThoughtSpot as a Regional Director for Nordics and Baltics.
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 5 March 2019. 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 25 March 2019, 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 27 March 2019, at 4:00 pm (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.
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 25 March 2019, 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 1 April 2019 by 10:00 am (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 1 April 2019 by 10:00 am (Finnish time), as mentioned above.
ANNUAL REPORT
QPR Software Plc's Annual Report 2018 will be published on Tuesday, 5 March 2019 and will be available on the Company's internet pages at www.qpr.com. Copies of Annual Report 2018 will also be available at the Company's headquarters Huopalahdentie 24, 00350 Helsinki, Finland (tel. +358 45 325 8285, Tarja Viantie).
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.
Helsinki, 13 February 2019
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 4 April 2019 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 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 number 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
- 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 4 April 2019 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 will not pay dividend for the financial year January 1 - December 31, 2018.
