QPR SOFTWARE PLC Notice To Annual General Meeting; Proposals Of The Board Of Directors
04 Marzo 2021 - 7:00AM
UK Regulatory
TIDMQPR1V
STOCK EXCHANGE RELEASE, MARCH 4, 2021, 3.00 PM
Notice to Annual General Meeting
Notice is hereby given to the shareholders of QPR Software Plc that the
Annual General Meeting will be held on Thursday March 25, 2021 starting
at 1:00 p.m. at the Company's headquarters Huopalahdentie 24, 00350
Helsinki, Finland. Participation and exercise of shareholder rights in
the Meeting is possible only by way of proxy representation, by
submitting counterproposals and asking questions in advance in
accordance with the instructions given in this notice and otherwise by
the Company.
The Board of Directors of the Company has resolved on extraordinary
measures pursuant to the temporary legislation approved by the Finnish
Parliament. In order to prevent the spread of the Covid-19 pandemic, the
Annual General Meeting will be held without shareholders' presence at
the Meeting venue. This is necessary in order to ensure the health and
safety of the shareholders, employees and other stakeholders of the
Company as well as to organize the Meeting in a predictable way allowing
equal means for shareholders to participate while also ensuring
compliance with the current restrictions set by the authorities. For
these reasons, shareholders can participate in the Meeting only by using
their rights by way of proxy representation, by submitting
counterproposals and asking questions in advance. Further instructions
can be found below in this notice in section C Instructions for the
participants of the Annual General Meeting.
The management of the Company and the Auditor will not attend the
Meeting, there will be no addresses by the Board or management at the
Meeting and no webcast will be provided.
A. THE FOLLOWING MATTERS WILL BE ADDRESSED AT THE MEETING
1. Opening of the Meeting
2. Matters of order for the Meeting
The Chair of the Meeting will be Kalle Kyläkallio, attorney-at-law.
In case Kalle Kyläkallio would not be able to act as the Chair of
the Meeting for a weighty reason, the Board of Directors will name
another person it deems most suitable to act as the Chair.
3. Election of a person to confirm the minutes and a person to verify
the counting of votes
The person to confirm the minutes and to verify the counting of votes
will be Teemu Lehto. In case Teemu Lehto would not be able to act as the
person to confirm the minutes and to verify the counting of votes for a
weighty reason, the Board of Directors will name another person it deems
most suitable to act in that role.
4. Recording the legal convening of the Meeting and quorum
5. Recording the attendance at the Meeting and adoption of the list of
votes
The shareholders who have the right to participate in the meeting
pursuant to Chapter 5 Sections 6, 6a and 7 of the Finnish Limited
Liability Companies Act will be recorded to have attended the meeting.
The list of votes will be adopted according to the information provided
by Euroclear Finland Oy.
6. Presentation of the Annual Accounts, the review by the Board of
Directors and the auditor's report for the year 2020
QPR Software's annual report was published on March 4, 2021 and includes
the Company's Annual Accounts, the review by the Board of Directors and
the auditor's report. The document is available on the Company's website
https://www.globenewswire.com/Tracker?data=i6wvJ-yE4no4eaL2Uhww1JdKinl8G02nmyp9RkY1YbTOqlmlXE0lTmAoTGIqqyKH9j5v1SwB9Kf4c96TkgEZ8A==
www.qpr.com.
7. Adoption of the Annual Accounts
8. Resolution on the use of the profit shown on the balance sheet
The Board proposes to the Annual General Meeting that no dividend be
paid based on the balance sheet to be adopted for the financial year
ended on December 31, 2020.
9. Resolution on the discharge of the members of the Board of Directors
and the Chief Executive Officer
10. Addressing the Remuneration Report
The Remuneration Report is attached to this notice and is available on
the Company's website www.qpr.com. The resolution on the Remuneration
Policy is advisory.
11. Resolution on the remuneration to the members of the Board of
Directors and to the Auditor
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.
On the recommendation of the major shareholders of the Company, the
Independent Proxy representative named by the Company, proposes to the
Annual General Meeting that the monthly fee payable to the Board members
elected at the same meeting for a term ending at the close of the next
Annual General Meeting is: EUR 3,090 for the Chairman of the Board and
EUR 1,545 for each Board member. The fee of the Auditor is proposed to
be paid according to reasonable invoice.
12. Resolution on the number of members and election of the Board of
Directors
It has been brought to the Company's attention that shareholders who
represent 54 % 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) and that Pertti Ervi, Matti Heikkonen, Antti Koskela and Jukka
Tapaninen be elected as Board members.
The Independent Proxy representative named by the Company proposes on
the recommendation of the major shareholders that the number of Board
members be four (4) and that Pertti Ervi, Matti Heikkonen, Antti
Koskela and Jukka Tapaninen be elected as Board members. Information
about persons proposed to be elected as Board members is attached to
this Notice.
13. Election of the Auditor
The Independent Proxy representative named by the Company proposes to
the Annual General Meeting that audit firm KPMG Oy Ab be re-elected as
QPR Software's auditor for the financial year 2021. KPMG Oy Ab has
announced that Miika Karkulahti, Authorized Public Accountant, would act
as principal auditor.
14. Authorization of the Board of Directors to decide on conveyance of
own shares
The Board of Directors proposes that the Annual General Meeting would
authorize the Board of Directors to decide on conveyance of the
Company's own shares, a total of 457,009 shares (share issue). The Board
of Directors proposes that the authorization includes the right to
deviate from the shareholders' pre-emptive subscription right.
The authorization can be used to develop the Company's capital structure,
as part of the Company's incentive programs or for financial reasons
especially substantial for the Company.
The Board of Directors proposes that the authorization shall be in force
until the next Annual General Meeting.
B. DOCUMENTS
The proposals of the Board of Directors are published in this stock
exchange bulletin.
The financial statements are available for review by the shareholders on
the website of the Company
https://www.globenewswire.com/Tracker?data=i6wvJ-yE4no4eaL2Uhww1NbggqBTwAG7IXUlb0PyUPcwYk5Y2hCDops98cPXClvt0leFG2UFS4X8gHaD00gHXw==
www.qpr.com from March 4, 2021. Copies of the proposals of the Board of
Directors and of the financial statements shall be sent to a shareholder
by request.
C. INSTRUCTIONS TO SHAREHOLDERS
In order to prevent the spread of the Covid-19 pandemic, the Meeting
will be organized so that only the proxy representatives are allowed to
be present at the Meeting venue. This is necessary especially in order
to ensure the health and safety of the Company's shareholders, employees
and other stakeholders and compliance with the current restrictions set
by the authorities. It is requested that shareholders would appoint the
Independent Proxy representative nominated by the Company as their proxy
representative and give him voting instructions. Shareholders can only
participate through a proxy representative, by submitting
counterproposals and asking questions in advance.
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 March
15, 2021, has the right to participate in the Annual General Meeting as
described in this notice.
The shareholder willing to participate in the Annual General Meeting
shall report the Company of the participation on March 15, 2021, at 4:00
p.m. (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
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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.
Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise
his/her rights at the Meeting only by way of proxy representation. Due
to restrictions caused by the Covid-19 pandemic shareholders are
requested to use independent proxy service arranged by the Company and
authorize the Independent Proxy representative nominated by the Company,
or a person designated by him to represent the shareholder and exercise
on his/her behalf the right to vote in accordance with the voting
instructions given by the shareholder.
The Independent Proxy representative nominated by the Company is Heikki
Uotila, attorney-at-law. His contact information is Susiluoto
Attorneys-at-Law Ltd, Uudenmaankatu 16 A, 00120 Helsinki, Finland, tel.
+ 358 400 429 786, email:
https://www.globenewswire.com/Tracker?data=pWOrsEn909jlaiBbDD5y_M_QX06CcTVVQdjIxY6foTMTk9UVRozMCeINqk-DcrEuUSzq8ppEOfQ3wQ2ryZYgn3eLrN9zA-zNlwMewz1Q8ormTqX6PkUBFncn4hbVwHGA
heikki.uotila@susiluoto.com.
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.
Templates for a Power of Attorney as well as for instructions to vote
are available on the website of the Company
https://www.globenewswire.com/Tracker?data=i6wvJ-yE4no4eaL2Uhww1FVzCNBPqCTYed1lXnZfyzz77UZPMAx8agcXrYQReQSzA1NmZdJtd7WMv4MCxzhICw==
www.qpr.com latest on March 9, 2021, when submitting counterproposals to
the Annual General Meeting has ended. Possible proxy documents are
requested to be delivered by email to
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ilmoittautumiset@qpr.com or in originals to QPR Software Plc,
Huopalahdentie 24, and 00350 Helsinki by March 23, 2021.
Delivery of a duly prepared and signed proxy document to the Company
before the end of the registration period March 15, 2021 at 4.00 pm
(EET) constitutes due registration for the Annual General Meeting.
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 March
15, 2021, 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 March 22, 2021 by 10:00 a.m. (EET). With respect to nominee
registered shares the temporary entry into the shareholders' register is
considered as registration for the Annual General Meeting. Any changes
in share ownership after the date of record shall not have an impact on
right to participate the Annual General Meeting nor on votes of the
shareholder.
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 March 22, 2021 by
10:00 a.m. (EET), as mentioned above.
Further information about the Annual General Meeting is available on the
website of the Company www.qpr.com.
Other instructions and information
Shareholders who hold at least one hundredth of all the shares in the
Company have a right to make a counterproposal on the agenda items, to
be placed for a vote. Such counterproposals are required to be sent to
the Company by email to ilmoittautumiset@qpr.com no later than by March
9, 2021 at 4:00 p.m (EET). In connection with making a counterproposal,
shareholders are required to provide adequate evidence of shareholding.
The counterproposal will be placed for a vote subject to the shareholder
having the right to participate in the Annual General Meeting and that
the shareholder holds at least one hundredth of all shares in the
Company on the record date of the Annual General Meeting. Should the
counterproposal not be placed for a vote at the meeting, advance votes
in favor of the proposal will not be taken into account. The Company
will on March 15, 2021, the latest, publish on its website
https://www.globenewswire.com/Tracker?data=i6wvJ-yE4no4eaL2Uhww1JmYaVsjATmf9X_Pa_7Rib4SupGN33MHLUX8qaRpNO6008dhfN8HWtzxIqAxSxbOZw==
www.qpr.com the counterproposals, if any, that may be voted on.
A shareholder has the right to ask questions referred to in Chapter 5,
Section 25 of the Finnish Limited Liability Companies Act with respect
to the matters to be considered at the Meeting. Such questions must be
sent by email to ilmoittautumiset@qpr.com no later than March 15, 2021
at 4:00 p.m. (EET). Such questions from shareholders, the Company's
management's answers to them, and any counterproposals that have not
been placed for a vote are available on the Company's website
www.qpr.com on March 18, 2021. In connection with asking questions and
making counterproposals, shareholders are required to provide adequate
evidence of shareholding.
ANNUAL REPORT
QPR Software Plc's annual report 2020 was published on Thursday, March
4, 2021 and is available on the Company's internet pages at
https://www.globenewswire.com/Tracker?data=i6wvJ-yE4no4eaL2Uhww1ESqtApvf7yFxJ9LGUP4BrngfV0ARr9TkqxCxCXo9lDYIbQXUyE5g4KTGrWulqGMwQ==
www.qpr.com. Copies of the annual report 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.
In Helsinki March 4, 2021
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
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www.qpr.com
Neither this stock exchange release nor any copy of it may be taken,
transmitted into or distributed in the United States of America or its
territories or possessions.
Attachments
-- : https://www.qpr.com/hubfs/documents/QPR Remuneration Policy.pdf QPR
Remuneration Policy
-- QPR Remuneration Report: https://www.qpr.com/hubfs/documents/QPR
Remuneration Report 2020.pdf
-- Board Candidates 2021-2022: https://www.qpr.com/hubfs/documents/Board
candidates 2021-2022.pdf
-- Authorization on conveyance of own shares:
https://www.qpr.com/hubfs/documents/Authorization on conveyance own
shares.pdf
(END) Dow Jones Newswires
March 04, 2021 08:00 ET (13:00 GMT)
Copyright (c) 2021 Dow Jones & Company, Inc.
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