NOTICE TO THE GENERAL MEETING
Notice is given to the shareholders of Proha Plc to the annual general meeting to be held on Tuesday, March 31, 2009 at 1 p.m. at the meeting floor of Restaurant Savoy, Eteläesplanadi 14, Helsinki (7th floor).
The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 12 a.m.
On the agenda of the general meeting will be the matters specified in Article 10 of the company's articles of association and in Companies Act as well as the following other matters:
Board of directors’ proposal to amend article 12 of the articles of association
The board of directors proposes to the annual general meeting that the article concerning the notice of the general meeting be amended so that the notice of the general meeting shall be given at the latest 21 days before the general meeting. In addition the board of directors proposes that the notice of the general meeting will no longer be published in a newspaper. The amended article 12 of the articles of association would read as follows:
“The notice of the General Meeting must be send to the shareholders not earlier than three (3) months and not later than twenty-one (21) days before the meeting by publishing an announcement of the meeting at the company’s website or by sending the notice to the shareholders by registered mail to the address registered in the shareholders' register.”
Board of directors’ proposal to decrease the share premium account
The board of directors proposes to the annual general meeting that the share premium account be decreased by its total amount of EUR 4,780,244.32 and that the amount be transferred to the invested non-restricted equity fund. After the decrease the amount of the share premium account shall be zero and the share premium account will be closed. The decrease of the share premium account will require the approval of the National Board of Patents and Registration of Finland.
Election of members of the board of directors
Shareholders who represent more than ten percent (10%) of the company’s shares and votes have informed the company of that they will propose to the annual general meeting that the following persons will be elected to the board of directors: Ilari Koskelo, Antti Manninen, Hannu Vaajoensuu and Leena Mäkelä. The term of office of the elected board will continue to the close of the annual general meeting in 2010.
Election of auditor
The board of directors proposes to the annual general meeting that Ernst & Young Oy, Authorized Public Accountants, with APA Ulla Nykky in charge, be re-elected as the company’s auditor. The auditor’s term of office will continue to the close of the annual general meeting in 2010.
Documents of the general meeting
The proposals of the board of directors relating to the agenda of the general meeting, presentation of the board candidates, this notice and the annual report, including the company’s annual accounts, the report of the board of directors and the auditor’s report, are available on Proha Plc’s website at www.proha.com as well as at company’s head office at Maapallonkuja 1 A, Espoo. The documents are also available at the meeting and copies thereof will be sent to shareholders upon request.
The right to participate and registration
Each shareholder, who is registered on March 21, 2009 in the shareholders’ register of the company held by Euroclear Finland Ltd, has the right to participate in the general meeting. A shareholder, who wants to participate in the general meeting, shall register for the meeting no later than March 23, 2009 at 4 p.m. by giving a prior notice of participation. Such notice can be given:
a) by e-mail to generalmeeting@proha.com;
b) by telephone to +358 4362 000;
c) by telefax to +358 4362 500; or
d) by letter to Proha Plc, Registration to Annual General Meeting, Maapallonkuja 1 A, FI-02210 Espoo, Finland.
In connection with the registration, a shareholder shall notify his/her name, personal identification number (or, in case of non-Finnish citizens, date of birth) or business-id, address, telephone number and the name of a possible assistant. The detailed instructions for proxy representation and powers of attorney as well as instructions for holders of nominee registered shares will be found on the company’s website at www.proha.com.
Espoo, March 4, 2009
PROHA PLC
BOARD OF DIRECTORS