QPR SOFTWARE PLC STOCK EXCHANGE BULLETIN FEBRUARY 18, 2004 AT 1.00 PM NOTICE FOR ANNUAL SHAREHOLDERS? MEETING; AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND AUTHORISATION TO DECIDE ON THE INCREASE OF SHARE CAPITAL Notice is hereby given to the shareholders of QPR Software Plc that the Annual Shareholders? Meeting will be held on Monday March 8, 2004 starting at 9:00 a.m. at Company?s headquarters S?rn?isten rantatie 27 A, 00500 Helsinki, Finland. The following matters will be addressed at the meeting: 1. Authorisation of the Board of Directors to decide on the increase of share capital The Board of Directors proposes that the Shareholders? Meeting shall, by revoking the previous unused authorisations to increase the share capital, authorise the Board of Directors to decide, until March 8, 2005, on the increase of share capital through one or more new issues and/or on one or more convertible bonds and/or granting option rights in one or more instalments. The Board of Directors? proposal for the maximum amount of authorisation is EUR 251,300. Regarding a new issue the Board of Directors would be granted authorisation to decide that shares may be subscribed against property given as a subscription in kind, by using the right to set-off or otherwise according to certain terms. As proposed by the Board of Directors, the increase in share capital by means of a new issue would be carried out according to the Board?s decision, at the price set by the Board and on the Board?s other terms. The Board would be authorised to deviate from the pre- emptive subscription rights of shareholders when increasing share capital by means of a new issue, convertible bonds and/or granting option rights provided that there exists an important financial reason from the Company?s point of view. 2. Amending the Articles of Association The Board of Directors proposes that the paragraph 8 of the Articles of Association shall be amended so that the Managing Director and the Chairman of the Board are both authorized to sign the firm individually and two Members of the Board jointly. The Board of Directors also proposes that Paragraph 11 of the Articles of Association shall be amended so that the annual shareholders? meeting shall also decide on auditors? remunerations and grounds for reimbursement of expenses 3. Covering the loss The Board of Directors proposes that the Shareholders? Meeting shall decide to use Company?s Share Premium Fund in order to cover the loss, EUR 3,132,471, from the earlier accounting periods. 4. Matters to be submitted to the Annual Shareholders? Meeting pursuant to Article 11 of the Articles of Association including the Board of Directors? proposal for distribution of profits The Board of Directors proposes that no dividend shall be paid. The Board of Directors proposes further that the profit, EUR 145,327, from the last accounting period shall be entered in the Company?s Profit Margin Account. Documents Copies of the Company?s financial statements and the proposals of the Board of Directors and attachments thereto will be available for shareholders inspection as from March 1, 2004 at the Company?s principal office at S?rn?isten rantatie 27 A, 00500 Helsinki, and copies of them will be sent to the shareholders upon request. Participation and Registration The right to take part in the Annual Shareholders? Meeting is held by shareholders who have been registered in the shareholders? register of the Company as maintained by the Finnish Central Securities Depository February 27, 2004 at the latest. Shareholders who wish to take part in the Annual Shareholders? Meeting shall inform the Company of their participation March 3, 2004, 16:00 p.m. at the latest either in writing to QPR Software Plc, S?rnaisten rantatie 27 A, 00500 Helsinki, by phone to +358 (0)9 4785 4224, by facsimile +358 (0)9 4785 4222 or by email to taina.tummavuori@qpr.fi. Written registration letters or messages must arrive before the registration period expires. Possible powers of attorney are requested to be delivered to the above address at the time of registration. Annual report 2003 QPR Software Plc?s annual report 2003 will be published in Finnish on Friday February 20, 2004 and will be available on the Company?s internet pages at www.qpr.com/investors/. Copies of annual report 2003 will also be available at Company?s headquarters S?rn?isten rantatie 27 A, 00500 Helsinki, Finland (Tel. +358-(0)9-478 5411). In Helsinki February 18, 2004 QPR SOFTWARE PLC Board of Directors THE PROPOSALS OF THE BOARD OF DIRECTORS The Board of Directors of QPR Software Plc (the ?Company?) proposes that the Annual Shareholders? Meeting of the Company to be held on Monday March 8, 2004 shall decide on the following matters. The Company has one (1) share class and each share is attached with one (1) vote in the meetings of shareholders. The book-counter value of the Company?s shares is EUR 0.11. I. The authorisation for the Board of Directors to increase share capital The Board of Directors proposes that the Shareholders? Meeting of QPR Software Plc to be held on March 8, 2004 shall, by revoking the previous unused authorisations to increase the share capital given by the Shareholders? Meeting on July 22, 2003, authorise the Board of Directors to decide on the increase of the share capital through a new issue, granting option rights and/or taking out convertible loans under the following terms: - authorisation is valid for one (1) year starting from the decision in which the Board of Directors shall be authorised to decide on the increase of the share capital; - according to the authorisation the share capital may be increased by means of one or more new issues in a way that the maximum amount of the increase of share capital shall be 251,300 euros; - the Board of Directors is authorised to deviate from the shareholders? pre-emptive subscription right provided that there exists an important financial reason from the perspective of the Company, such as using shares, convertible loans and/or option rights in a corporate acquisitions or other corporate arrangements, with broadening the scope of shareholders, creating incentives and/or binding objectives for the Company?s personnel or developing the business activities as well as arrangements relating to the Company?s capital maintenance; - the Board of Directors is authorised to decide on the subscription price, those who are entitled to subscribe new shares and other terms; and - when increasing the share capital by means of a new issue other than related to the option rights the Board of Directors is entitled to decide on that the shares may be subscribed against property given as a subscription in kind or otherwise under certain terms and conditions or by using the right to set-off. II. Amending the Articles of Association The Board of Directors proposes that the paragraph 8 of the Articles of Association shall be amended so that the Managing Director and the Chairman of the Board are both authorized to sign the firm individually and two Members of the Board jointly. The Board of Directors also proposes that Paragraph 11 of the Articles of Association shall be amended so that the annual shareholders? meeting shall also decide on auditors? remunerations and grounds for reimbursement of expenses III. Covering the loss The Board of Directors proposes that the Shareholders? Meeting shall decide to use Company?s Share Premium Fund in order to cover the loss, EUR 3,132,471, from the earlier accounting periods. IV. Board of Directors proposal for distribution of profits The Board of Directors proposes that no dividend shall be paid. The board of Directors proposes further that the profit from the last accounting period, EUR 145,327, shall be entered in the Company?s Profit Margin Account. QPR SOFTWARE PLC Matti Kanninen Managing Director Additional information Matti Kanninen Managing Director QPR Software Plc. Tel. +358-(0)9-478 5411 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.