Qpr Software Plc: Resolutions of the Annual General Meeting and the organizing meeting of the Board of Directors of QPR Software Plc

The Annual General Meeting of QPR Software Plc was held today on April 6, 2022 in Helsinki. In order to ensure the health and safety of the shareholders, employees, and the Company’s other stakeholders, the Annual General Meeting was held without shareholders’ and their proxy representatives’ presence at the meeting venue. The minutes of the Annual General Meeting will be available here no later than on April 20, 2022.

The Annual General Meeting of QPR Software Plc adopted the company's annual accounts 2021 and discharged the members of the Board of Directors and the CEOs from the liability. Annual General Meeting resolved that no dividend is paid based on the balance sheet adopted for the financial year ended on December 31, 2021. The Annual General Meeting adopted the Company’s Remuneration Report for the year 2021 and resolved to establish the Shareholders’ Nomination Committee and adopted its Charter, as proposed by the Board of Directors. The Annual General resolved to authorize the Board of Directors to decide on the share issue and on the issue of other special rights entitling to shares as well as on the acquisition of own shares.

Annual accounts and the use of the profit shown on the balance sheet

The Annual General Meeting adopted the company’s annual accounts and discharged the members of the Board of Directors and the CEOs from liability for the financial period 1 January–31 December 2021. In accordance with the proposal of the Board of Directors, the Annual General Meeting resolved that no dividend is paid based on the balance sheet adopted for the financial year ended on December 31, 2021.

Remuneration of the members of the Board of Directors and the Auditor

The Annual General Meeting resolved that EUR 45,000 annual fee shall be paid for the Chairman of the Board of Directors and EUR 25,000 annual fee shall be paid for the other members of the Board of Directors. Approximately 40% of the remuneration to the members of the Board of Directors will be paid in the company’s shares and 60% in cash, and the shares will be granted as soon as it is possible after the next Annual General Meeting when insider rules allow it.

The remuneration to the Auditor shall be paid according to the reasonable invoice.

Board of Directors and Auditor

The Annual General Meeting resolved to confirm the number of Board members at four (4). Pertti Ervi, Matti Heikkonen, Antti Koskela and Jukka Tapaninen were re-elected to the Board of Directors.

The Authorised Public Accountants KPMG Oy Ab was re-elected as the company’s auditor. KPMG Oy Ab has announced that Miika Karkulahti, Authorized Public Accountant, would act as the principal auditor.

Shareholders’ Nomination Committee

As proposed by the Board of Directors, the Annual General Meeting resolved to establish the Shareholders’ Nomination Committee and adopted its Charter. The main duty of the Shareholders’ Nomination Committee is to prepare the proposals on the number, composition, and remuneration of the members of the Board of Directors for the Annual General Meeting and, if needed, for the Extraordinary General Meeting.

Authorization of the Board of Directors to decide on the share issue and on the issue of other special rights entitling to shares

As proposed by the Board of Directors, the Annual General Meeting resolved 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 more instalments. The share issue can be carried out as a share issue against consideration 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. Based on the authorization, in the share issue and/or based on the special rights a maximum of 4,500,000 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 shall be in force until the next Annual General Meeting.

Authorization of the Board of Directors to decide the acquisition of own shares

As proposed by the Board of Directors, the Annual General Meeting resolved to authorize the Board of Directors to decide on an acquisition of own shares. Based on the authorization, own shares may be acquired, either in one or more installments, with the aggregate maximum amount of 500,000 shares. The authorization includes the right to decide on a directed acquisition of the Company's own shares and the Company's own shares may be acquired only with unrestricted equity. The authorization shall be in force until the next Annual General Meeting.

Resolutions of the organizing meeting of the Board of Directors

The Board of Directors of QPR Software Plc held its organizing meeting after the Annual General Meeting. Pertti Ervi was re-elected as the Chairman of the Board of Directors.