QPR Software Oyj
Decisions of the Annual General Meeting of QPR Software Plc and the Organizing Meeting of The Board of Directors
QPR SOFTWARE PLC STOCK EXCHANGE BULLETIN MARCH 25, 202 AT 3:30 P.M
The Annual General Meeting held on March 25, 2021 made the following resolutions:
ADOPTION OF THE ANNUAL ACCOUNTS AND RESOLUTION ON THE DISCHARGE FROM LIABILITY
The Annual General Meeting approved the Company’s financial statements and the Group’s financial statements for the financial period of January 1 - December 31, 2020 and discharged the members of the Board of Directors and the CEO from liability.
The Annual General Meeting approved the Board’s proposal that no dividend be paid for the financial year 2020.
The Annual General Meeting made an advisory decision on the Remuneration Report and decided to approve the proposed Remuneration Report.
REMUNERATION OF THE MEMBERS OF THE BOARD
The Annual General Meeting resolved the remuneration of the members of the Board of Directors. The Chairman receives a monthly remuneration of EUR 3,090 and members EUR 1,545.
COMPOSITION OF THE BOARD OF DIRECTORS
The Annual General Meeting resolved that the number of Board Members is four (4).
The Annual General Meeting elected as members of the Company´s Board of Directors Pertti Ervi, Matti Heikkonen, Antti Koskela and Jukka Tapaninen.
The term of office of the members of the Board of Directors expires at the end of the next Annual General Meeting.
In its organizing meeting, the Board of Directors elected Pertti Ervi as its Chairman.
The Board of Directors has in its meeting evaluated the independence of the Board members in compliance with the recommendations of the Finnish Corporate Governance Code. It is the view of the Board of Directors that all Board members are independent of the company's major shareholders. The Board of Directors also assessed that all Board members are independent of the company.
The Annual General Meeting resolved that the fee of the auditor is paid according to reasonable invoice.
ELECTION OF THE AUDITOR
The Annual General Meeting elected Authorized Public Accountants KPMG Oy Ab as QPR Software’s auditor with Miika Karkulahti, Authorized Public Accountant, acting as principal auditor. The term of office of the auditor expires at the end of the next Annual General Meeting.
AUTHORIZATION OF THE BOARD OF DIRECTORS TO DECIDE ON SHARE ISSUE
The Annual General Meeting authorized the Board of Directors to decide on conveyance of the own shares held by the Company (share issue) either in one or several occasions. The share issue can be carried out as a share issue against payment or without consideration on terms to be determined by the Board of Directors.
• In the share issue a maximum of 457,009 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 can be used against payment e.g. 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 or for financial reasons especially substantial for the Company;
• The authorization also includes the right to decide on the price of the shares and the terms and conditions on which the price is determined, as well as on distribution of shares against consideration in kind or set-off;
• The authorization shall be in force until the next Annual General Meeting; and
• Board of Directors is otherwise authorized to decide on all the conditions regarding the share issue and the issue of special rights.
QPR SOFTWARE PLC
Chief Executive Officer
Jari Jaakkola, CEO
QPR Software Plc
Tel. +358 40 502 6397
Nasdaq Helsinki Ltd
Neither this press release nor any copy of it may be taken, transmitted into or distributed in the United States of America or its territories or possessions.
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