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.
   

Last updated March 14th, 2007