QPR Software Plc Annual General Meeting and Board Organizational Meeting Resolutions

QPR Software Oyj

STOCK MARKET RELEASE, APRIL 6, 2022, 3:30 PM (EEST)

Annual General Meeting Resolutions and the organizational meeting of the board of directors by QPR Software Plc

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

QPR Software Plc’s annual general meeting adopted the company’s 2021 annual accounts and relieved board members and CEOs of liability. The Annual General Meeting has decided that no dividend is paid on the basis of the balance sheet adopted for the financial year ended December 31, 2021. The Annual General Meeting has adopted the Remuneration Report of the Company for the year 2021 and decided to create the Nominating Shareholders Committee and adopted its Charter, as proposed by the Board of Directors. The General Meeting decided to authorize the Board of Directors to decide on the issue of shares and the issue of other special rights giving access to shares as well as the acquisition of own shares.

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

The General Meeting adopted the annual accounts of the company and discharged the members of the Board of Directors and the CEOs from their liability for the financial year from January 1 to December 31, 2021. In accordance with the proposal of the Board of Directors administration, the General Meeting decided that no dividend is paid on the basis of the balance sheet used for the financial year ended December 31, 2021.

Remuneration of the members of the Board of Directors and of the Listener

The Annual General Meeting decided that an annual fee of EUR 45,000 will be paid to the Chairman of the Board of Directors and that an annual fee of EUR 25,000 will be paid to the other members of the Board of Directors. Approximately 40% of board member compensation will be paid in company shares and 60% in cash, and shares will be allocated as soon as possible after the next annual general meeting when insider rules permit. .

Auditor compensation is paid in accordance with the reasonable invoice.

Board of directors and auditor

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

Chartered Accountants KPMG Oy Ab have been re-elected as the company’s auditors. KPMG Oy Ab has announced that Miika Karkulahti, a chartered accountant, will act as lead auditor.

Shareholder Nomination Committee

On the proposal of the Board of Directors, the General Meeting decided to create the Shareholders’ Appointments Committee and adopted its Charter. The Shareholders’ Appointments Committee’s main mission is to prepare proposals on the number, composition and remuneration of the members of the Board of Directors for the Ordinary General Meeting and, where applicable, for the Extraordinary General Meeting.

Authorization to be given to the Board of Directors to decide on the capital increase and the issue of other special rights giving right to shares

On the proposal of the Board of Directors, the General Meeting decided to authorize the Board of Directors to decide on the issue of new shares and the contribution of own shares held by the Company (capital increase) in one or several times. The capital increase may be carried out in the form of a capital increase free of charge or against payment under conditions to be determined by the Board of Directors. The authorization also includes the right to issue special rights, within the meaning of chapter 10, section 1, of the Companies Code, which give the right to new shares of the Company or to own shares of the Company held by the Company as expensive. On the basis of the authorization, within the framework of the issue of shares and/or on the basis of the special rights, a maximum of 4,500,000 new shares may be issued and a maximum of 700,000 own shares held by the Company may be transferred. The authorization includes the right to derogate from the shareholders’ preferential subscription right. The authorization is valid until the next Ordinary General Meeting.

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

On the proposal of the Board of Directors, the General Meeting decided to authorize the Board of Directors to decide on an acquisition of own shares. On the basis of the authorization, the treasury shares may be acquired, on one or more occasions, within the limit of a maximum total amount of 500,000 shares. The authorization includes the right to decide on a direct acquisition of the Company’s own shares and the Company’s own shares can only be acquired with unlimited equity. The authorization is valid until the next Ordinary General Meeting.

Resolutions of the organizational meeting of the board of directors

The QPR Software Plc board held its organizational meeting after the annual general meeting. Pertti Ervi was re-elected Chairman of the Board.

QPR SOFTWARE API

Jussi Vasama
Chief Executive Officer

Further information :
Jussi Vasama,
Chief Executive Officer
QPR Software Plc
Phone. +358 50 380 9893

About QPR Software

QPR Software Plc (Nasdaq Helsinki) provides process mining, performance management and enterprise architecture solutions for digital transformation, strategy execution and business process improvement in more than 50 countries. QPR software empowers customers with valuable insights to make informed decisions that make a difference.

Dare to improve. www.qpr.com

DISTRIBUTION

Nasdaq Helsinki

Key media

www.qpr.com

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