CHANGE TO THE STARTING TIME OF THE ANNUAL GENERAL MEETING OF QPR
SOFTWARE PLC
QPR SOFTWARE
PLC
STOCK EXCHANGE
RELEASE
22 APRIL 2024 AT 6:45 P.M. EEST
The Board of Directors of QPR Software Plc (“QPR” or the
“Company”) has resolved to change the starting time of the Annual
General Meeting to be held on Wednesday May 15, 2024. The Annual
General Meeting will be held on Wednesday May 15, 2024 starting at
1:00 p.m. (EEST) at the Company's headquarters at Huopalahdentie
24, 00350 Helsinki, Finland. The reception of shareholders who have
registered for the meeting and serving of coffee prior to the
meeting will start at 12:30 p.m. (EEST). Based on the notice
published on April 19, 2024, the General Meeting was previously
intended to start at 2.30 p.m. (EEST).
The notice to the Company’s Annual General Meeting in its
entirety is included below.
Notice is hereby given to the shareholders of QPR Software Plc
(“QPR” or the “Company”) that the Annual General Meeting (the
“General Meeting”) will be held on Wednesday May 15, 2024, starting
at 1:00 p.m. (EEST) at the Company's headquarters at Huopalahdentie
24, 00350 Helsinki, Finland. The reception of shareholders who have
registered for the meeting and serving of coffee prior to the
meeting will start at 12:30 p.m. (EEST).
A.
Matters on the agenda of the General Meeting
1.
Opening of the General Meeting
2.
Matters of order for the General Meeting
3.
Election of a person to scrutinize the minutes and a person to
supervise the counting of votes
4.
Recording the legality of the meeting
5.
Recording the attendance at the meeting and adoption of the list of
votes
6.
Presentation of the Financial Statements, the report of the Board
of Directors and the Auditor’s Report for the year 2023
– CEO review
7.
Adoption of the Financial Statements
8.
Resolution on the use of the profit shown on the balance sheet
The Board of Directors proposes to the General Meeting that no
dividend be paid based on the balance sheet to be adopted for the
financial year ended on December 31, 2023.
9.
Resolution on the discharge of the members of the Board of
Directors and the CEO from liability for the financial period
January 1 – December 31, 2023
10. Adoption of
the Company’s Remuneration Report
The Board of Directors proposes to the General Meeting that it
adopts the Company’s Remuneration Report as an advisory
resolution.
The Remuneration Report for the year 2023 has been available on
the Company’s website at www.qpr.com as of March 22, 2024.
11. Adoption of
the Company’s Remuneration Policy
The Remuneration Policy for the Company’s governing bodies was
previously presented to the Annual General Meeting 2020. The
Remuneration Policy must be presented to the general meeting at
least every four years or whenever substantial changes have been
made to it.
The Board of Directors proposes to the General Meeting that it
adopts the Company’s Remuneration Policy as an advisory resolution.
The amendments included in the now presented Remuneration Policy
are of a technical nature, as compared to the Remuneration Policy
previously presented to the Annual General Meeting 2020.
The Remuneration Policy for the Company’s governing bodies is
available on the Company’s website at www.qpr.com and attached to
this notice.
12. Resolution
on the remuneration of the members of the Board of Directors
The Shareholders’ Nomination Board of the Company proposes to
the General Meeting that the remuneration of the Board members be
kept unchanged. According to the proposal, the Chairman of the
Board of Directors will be paid EUR 45,000 per year and the other
members of the Board of Directors EUR 25,000 per year.
Approximately 40 percent of the above-mentioned remuneration will
be paid in shares and 60 percent in cash. The shares will be
transferred at the earliest after the General Meeting election and
in accordance with the insider trading regulations.
Furthermore, the Shareholders’ Nomination Board proposes that
the members of the Board of Directors will be reimbursed for travel
and other expenses incurred while they are managing the Company's
affairs.
13. Resolution
on the number of members of the Board of Directors
The Shareholders’ Nomination Board of the Company proposes to
the General Meeting that the number of Board members is confirmed
as four (4).
14. Election of
the members of the Board of Directors
The Shareholders’ Nomination Board of the Company proposes to
the General Meeting that Pertti Ervi, Antti Koskela and Jukka
Tapaninen be re-elected as members of the Board of Directors and
that Linda von Schantz be elected as a new member of the Board of
Directors. All of the nominees have given their consent to the
position and are independent of the Company and of the Company’s
significant shareholders.
Current Board member Matti Heikkonen has informed the
Shareholders’ Nomination Board that he is no longer available for
re-election.
Furthermore, the Shareholders’ Nomination Board proposes that
Pertti Ervi be elected as the Chairman of the Board of
Directors.
Information about the experience and previous positions of the
persons proposed as members of the Board of Directors are available
in their entirety on the Company’s website at
www.qpr.com/company/board-of-directors. Linda von Schantz’s CV is
available on the Company’s website at
https://www.qpr.com/company/investors#annual-general-meeting.
15. Resolution
on the remuneration of the Auditor
The Board of Directors proposes to the General Meeting that the
fee of the auditor be paid according to a reasonable invoice.
16. Election of
the Auditor
The Board of Directors proposes to the General Meeting that
Authorized Public Accountants KPMG Oy Ab be re-elected as the
Company’s auditor. KPMG Oy Ab has announced that Petri Kettunen,
Authorized Public Accountant, would act as the principal
auditor.
17.
Authorization of the Board of Directors to decide on share issues
and on the issue of special rights entitling to shares
The Board of Directors proposes to the General Meeting that the
General Meeting authorizes the Board of Directors to decide on
issuances of new shares and conveyances of own shares held by the
Company (share issue) either in one or more instalments. The share
issues can be carried out against payment or without consideration
on terms to be determined by the Board of Directors. The
authorization also includes the right to issue special rights
referred to in Chapter 10, Section 1 of the Finnish Companies Act,
which entitle to the Company's new shares or own shares held by the
Company against consideration.
Based on the authorization, the maximum number of new shares
that may be issued and own shares held by the Company that may be
conveyed in share issues or on the basis of special rights referred
to in Chapter 10, Section 1 of the Finnish Companies Act is
6,361,317 shares. The proposed maximum number of shares corresponds
to approximately 35.0 percent of the Company’s registered number of
shares at the time of the proposal. The authorization includes the
right to deviate from the shareholders' pre-emptive subscription
right.
The authorization can be used, for example, in order to develop
the Company's capital structure, to broaden the Company's
ownership, to be used as payment in corporate acquisitions or when
the Company acquires assets relating to its business and as part of
the Company's incentive programs for personnel or for any other
weighty financial reason for the Company. The authorization also
includes the right to decide on the price of the shares and the
criterion based on which the price is determined, as well as on the
distribution of shares against consideration in kind or
set-off.
The authorization also includes the right to decide on a share
issue without consideration to the Company itself so that the
number of own shares held by the Company after the share issue is a
maximum of one-tenth (1/10) of all shares in the Company. Pursuant
to Chapter 15, Section 11, Subsection 1 of the Finnish Companies
Act, all own shares held by the Company and its subsidiaries are
included in this amount.
The Board of Directors is authorized to decide on all other
terms and conditions regarding the share issues and the issue of
special rights entitling to shares. The authorization shall be in
force until the next Annual General Meeting.
18.
Authorization of the Board of Directors to decide on the
acquisition of own shares
The Board of Directors proposes to the General Meeting that the
General Meeting authorizes the Board of Directors to decide on the
acquisition of the Company’s own shares. Based on the
authorization, an aggregate maximum amount of 500,000 own shares
may be acquired, either in one or more instalments. The proposed
maximum number of shares corresponds to approximately 2.8 percent
of the Company’s registered number of shares at the time of the
proposal. The authorization includes the right to acquire own
shares otherwise than in proportion to the existing shareholdings
of the Company’s shareholders, using the Company’s non-restricted
shareholders’ equity at the market price quoted at the time of
purchase on the trading venues where the Company’s shares have been
admitted to trading.
The Company's own shares may be acquired in order to develop the
Company's capital structure, to be used as payment in corporate
acquisitions or when the Company acquires assets related to its
business and as part of the Company's incentive programs for
personnel in a manner and to the extent decided by the Board of
Directors, and to be conveyed for other purposes or to be
cancelled.
The Board of Directors is authorized to decide on all other
terms and conditions regarding the acquisition of the Company’s own
shares. The authorization shall be in force until the next Annual
General Meeting.
19. Closing of
the Meeting
B.
Documents of the General Meeting
The above-mentioned proposals for the resolutions on the matters
on the agenda of the General Meeting as well as this notice are
available on the Company’s website at www.qpr.com. The Company’s
Remuneration Report, the Company’s updated Remuneration Policy as
well as the Annual Report 2023, including the Financial Statements,
the report of the Board of Directors and the Auditor’s Report, is
also available on the above-mentioned website. Copies of these
documents and this notice will be sent to shareholders upon
request. The minutes of the General Meeting will be available on
the above-mentioned website no later than as of May 29, 2024.
C.
Instructions to participants of the General Meeting
1.
Shareholders registered in the shareholders’ register
Each shareholder who, on the record date of the General Meeting
on May 2, 2024, is registered in the Company’s shareholders’
register held by Euroclear Finland Oy, has the right to participate
in the General Meeting. A shareholder whose shares are registered
on their personal Finnish book-entry account is registered in the
Company’s shareholders’ register.
Registration for the General Meeting will commence on April 22,
2024. A shareholder who is registered in the Company’s
shareholders’ register and who wishes to participate in the General
Meeting must register for the General Meeting no later than by May
10, 2024, at 10.00 a.m. (EEST), by which time the registration must
have been received.
Registration for the General Meeting can be made:
a) through the Company’s website at www.qpr.com
Electronic registration requires that the shareholder or its
legal representative or proxy representative uses strong electronic
authentication either by Finnish or Swedish online banking codes or
mobile certificate.
b) by mail or email
In connection with the registration, a shareholder shall notify
their name, date of birth or business identity code, address,
telephone number, the name of a possible assistant or the name and
date of birth of a possible proxy representative. A shareholder may
register by email to agm@innovatics.fi or by regular mail to
Innovatics Oy, Yhtiökokous / QPR Software Oyj, Ratamestarinkatu 13
A, 00520 Helsinki, Finland.
In connection with the registration, a shareholder or a proxy
representative is required to provide the requested personal
information, such as the name, date of birth, business identity
code and contact details of the shareholder. The personal data
given to the Company or to Innovatics Oy by shareholders and proxy
representatives is only used in connection with the General Meeting
and with the processing of related necessary registrations.
2.
Proxy representatives and powers of attorney
A shareholder may participate and make use of their shareholder
rights at the General Meeting through a proxy representative. Proxy
representatives shall produce a dated proxy document or otherwise
in a reliable manner demonstrate their right to represent the
shareholder. Should a shareholder participate in the General
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 General Meeting.
A template for the proxy document is available on the Company’s
website at www.qpr.com as of April 22, 2024. Possible proxy
documents shall be delivered primarily as an attachment in
connection with the registration or alternatively by email to
agm@innovatics.fi or by regular mail to Innovatics Oy, Yhtiökokous
/ QPR Software Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland
before the end of the registration period.
If a shareholder delivers a proxy document to the Company in
accordance with the applicable instructions before the expiry of
the registration period, this constitutes due registration for the
General Meeting, provided that all required information is included
in the proxy document.
Shareholders that are legal entities can also use the electronic
suomi.fi authorization service instead of a traditional proxy
document. In such case, the legal entity shall authorize the
authorized representative nominated by the legal entity in the
suomi.fi service at suomi.fi/e-authorizations by using the mandate
theme “Representation at the General Meeting”. In connection with
the registration, the representative must identify themselves with
strong electronic authentication, after which they can register.
Strong electronic authentication can be conducted with online
banking codes or a mobile certificate. Further information is
available at suomi.fi/e-authorizations.
Further information is available on the website of the Company
at www.qpr.com.
3.
Holders of nominee registered shares
A holder of nominee registered shares has the right to
participate in the General Meeting by virtue of such shares, based
on which they on the record date of the General Meeting, i.e. on
May 2, 2024, would be entitled to be registered in the
shareholders’ register of the Company held by Euroclear Finland Oy.
The right to participate in the General Meeting requires, in
addition, that the shareholder on the basis of such shares has been
temporarily registered into the shareholders’ register held by
Euroclear Finland Oy at the latest by May 10, 2024, at 10:00 a.m.
(EEST). With regard to nominee-registered shares, this constitutes
due registration for the General Meeting.
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 General Meeting
from their 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 General Meeting, into the
temporary shareholders’ register of the Company within the
registration period applicable to nominee-registered shares.
Further information is available on the website of the Company
at www.qpr.com.
4.
Other information
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act,
a shareholder who is present at the General Meeting has the right
to ask questions with respect to the matters to be considered at
the meeting.
On the date of this notice, April 22, 2024, the total number of
shares and votes in the Company is 18,175,192.
Changes in share ownership after the record date of the General
Meeting do not affect the right to participate in the General
Meeting or a shareholder’s number of votes at the General
Meeting.
In Helsinki on April 22, 2024
QPR SOFTWARE PLC
The Board of Directors
For further information:
Heikki Veijola
Chief Executive Officer
QPR Software Plc
Tel. +358 40 922 6029
QPR Software in Brief
QPR Software (Nasdaq Helsinki) is a leading player in the
Digital Twin of an Organization (DTO) use case and one of the most
advanced process mining software companies in the world. The
company innovates, develops, and delivers software for analyzing,
monitoring, and modeling organizational operations. Additionally,
QPR provides consulting services to ensure its customers derive
full benefits from the software and associated methodologies.
www.qpr.com
DISTRIBUTION
Nasdaq Helsinki
Key medias
www.qpr.com
- QPR SOFTWARE PLC REMUNERATION POLICY_2024
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