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Notice to Anniversary General Meeting

Notice is hereby accustomed to the shareholders of QPR Software Plc that the Anniversary General Affair will be captivated on Monday 8 June, 2020 starting at 1:00 p.m. at the Company’s abode Huopalahdentie 24, 00350 Helsinki, Finland. Accord and exercise of actor rights in the Affair is accessible alone by way of proxy representation, by appointment counterproposals and allurement questions in beforehand in accordance with the instructions accustomed in this apprehension and contrarily by the Company.



The proposals to the Anniversary General Affair are compatible with the proposals submitted for the Anniversary General Affair convened by the Board of Directors on February 27, 2020 which was annulled due to the Covid-19 pandemic. The Board of Directors of the Company has bound on amazing measures pursuant to the acting legislation accustomed by the Finnish Parliament on April 24, 2020. In adjustment to anticipate the beforehand of the Covid-19 pandemic, the Anniversary General Affair will be captivated afterwards shareholders’ appearance at the Affair venue. This is all-important in adjustment to ensure the bloom and assurance of the shareholders, advisers and added stakeholders of the Company as able-bodied as to adapt the Affair in a anticipated way acceptance according agency for shareholders to participate while additionally ensuring acquiescence with the accepted restrictions set by the authorities. For these reasons, shareholders can participate in the Affair alone by application their rights by way of proxy representation, by appointment counterproposals and allurement questions in advance. Further instructions can be begin beneath in this apprehension in area C Instructions for the participants of the Anniversary General Meeting.

The administration of the Company and the Accountant will not appear the Meeting, there will be no addresses by the Board or administration at the Affair and no webcast will be provided. Pre-recorded accent by the CEO will be appear on the Company’s website on the day of the Anniversary General Meeting.



A. THE FOLLOWING MATTERS WILL BE ADDRESSED AT THE MEETING           

1. Opening of the Meeting

2. Affairs of adjustment for the Meeting

The Chair of the Affair will be Kalle Kyläkallio, attorney-at-law. In case Kalle Kyläkallio would not be able to act as the Chair of the Affair for a beefy reason, the Board of Directors will name accession being it deems best acceptable to act as the Chair.

3. Acclamation of a being to affirm the anniversary and a being to verify the counting of votes

The being to affirm the anniversary and to verify the counting of votes will be Teemu Lehto. In case Teemu Lehto would not be able to act as the being to affirm the anniversary and to verify the counting of votes for a beefy reason, the Board of Directors will name accession being it deems best acceptable to act in that role.

4. Recording the acknowledged convening of the Affair and quorum

5. Recording the appearance at the Affair and acceptance of the anniversary of votes

The shareholders who accept the appropriate to participate in the affair pursuant to Chapter 5 Sections 6, 6a and 7 of the Finnish Limited Liability Companies Act will be recorded to accept abounding the meeting. The anniversary of votes will be adopted according to the advice provided by Euroclear Finland Oy.

6. Presentation of the Anniversary Accounts, the analysis by the Board of Directors and the auditor’s abode for the year 2019

QPR Software´s anniversary abode was appear on March 12, 2020 and includes the Company’s Anniversary Accounts, the analysis by the Board of Directors and the auditor’s report. The certificate is accessible on the Company’s website www.qpr.com.

7. Acceptance of the Anniversary Accounts

8. Resolution on the use of the accumulation apparent on the antithesis sheet

The Board proposes to the Anniversary General Affair that no allotment be paid based on thebalance area to be adopted for the banking year concluded on December 31, 2019.

9. Resolution on the acquittal of the associates of the Board of Directors and the Chief Executive Officer

10. Addressing the Accomplishment Policy

The Accomplishment Action applicative to the Board of Directors and the CEO was appear on February 27, 2020. The action is absorbed to this apprehension and is accessible on the Company’s website www.qpr.com. The resolution on the Accomplishment Action is advisory.

11. Resolution on the accomplishment to the associates of the Board of Directors and to the Auditor

The aloft shareholders adapt annually a angle to the Anniversary General Affair for the agreement of the Company’s Board of Directors as able-bodied as able-bodied for the anniversary allowance of the Board associates and auditors. The Chairman of the Board is amenable for contacting the aloft shareholders and agreeable at atomic three better shareholders annually to adapt the proposals.

On the advocacy of the aloft shareholders of the Company, the Absolute Proxy adumbrative called by the Company, proposes to the Anniversary General Affair that the anniversary fee payable to the Board associates adopted at the aforementioned affair for a appellation catastrophe at the abutting of the abutting Anniversary General Affair charcoal at accepted level: EUR 25 230 for the Chair of the Board and EUR 16 820 for anniversary Board member. The fee of the Accountant is proposed to be paid according to reasonable invoice.

12. Resolution on the cardinal of associates and acclamation of the Board of Directors

It has been brought to the Company´s absorption that shareholders who represent 44.4% of the Company´s shares and votes will adduce to the Anniversary General Affair that the cardinal of Board associates be accepted at four (4) and that Mr. Vesa-Pekka Leskinen, Mr. Topi Piela, Mr. Jarmo Rajala and Ms. Salla Vainio be re-elected as Board members.

The Absolute Proxy adumbrative called by the Company proposes on the advocacy of the aloft shareholders that the cardinal of Board associates be four (4) and that Mr. Topi Piela, Mr. Vesa-Pekka Leskinen, Mr. Jarmo Rajala and Ms. Salla Vainio be re-elected as Board members.

13. Acclamation of the Auditor

The Absolute Proxy adumbrative called by the Company proposes to the Anniversary General Affair that analysis close KPMG Oy Ab be re-elected as QPR Software´s accountant for the banking year 2020. Analysis close KPMG Oy Ab has appear that Miika Karkulahti, Accustomed Accessible Accountant, would act as arch auditor.

14. The Allotment of the Board of Directors to adjudge on a allotment affair and on an affair of appropriate rights

The Board of Directors proposes that the Anniversary General Affair would accredit the Board of Directors to adjudge on an affair of new shares and conveyance of own shares captivated by the Company. The allotment affair can be agitated out as a allotment affair adjoin acquittal or afterwards consideration.

The allotment additionally includes the appropriate to affair appropriate rights, in the acceptation of Chapter 10 Area 1 of the Companies Act, which baptize to the Company’s new shares or the Company’s own shares captivated by the Company adjoin consideration.

The Board of Directors proposes that the allotment includes the appropriate to aberrate from the shareholders’ pre-emptive cable right.

The allotment shall be in force until the abutting Anniversary General Meeting.

The angle of the Board of Directors to accredit the Board of Directors to adjudge on a allotment affair and affair of appropriate rights is absorbed to this notice.

15. Allotment of the Board of Directors to adjudge on accretion of own shares

The Board of Directors proposes that the Anniversary General Affair would accredit the Board of Directors to adjudge on accretion of the Company’s own shares. The Board of Directors proposes that the Anniversary General Affair would adjudge on an allotment not excluding the appropriate to adjudge on a directed acquisition.

The allotment shall be in force until the abutting Anniversary General Meeting.

The angle to accredit the Board of Directors to adjudge on accretion of own shares is absorbed to this notice.

B. DOCUMENTS

The proposals of the Board of Directors are appear as banal barter anniversary (appendix to this apprehension for Anniversary General Meeting).

The banking statements accept been accessible for analysis by the shareholders on the website of the Company www.qpr.com back 12 March, 2020. Copies of the proposals of the Board of Directors and of the banking statements shall be beatific to a actor by request.

C. INSTRUCTIONS TO SHAREHOLDERS

In adjustment to anticipate the beforehand of the Covid-19 pandemic, the Affair will be organized so that alone the proxy assembly are accustomed to be present at the Affair venue. This is all-important abnormally in adjustment to ensure the bloom and assurance of the Company’s shareholders, advisers and added stakeholders and acquiescence with the accepted restrictions set by the authorities. It is requested that shareholders would accredit the Absolute Proxy adumbrative nominated by the Company as their proxy adumbrative and accord him voting instructions. Shareholders can alone participate through a proxy representative, by appointment counterproposals and allurement questions in advance.

Participation and Registration

A actor of the Company that has been entered into the Company’s shareholders’ annals maintained by the Euroclear Finland Oy on May 27, 2020, has the appropriate to participate in the Anniversary General Affair as declared in this notice.

The actor accommodating to participate in the Anniversary General Affair shall abode the Company of the accord on May 29, 2020, at 4:00 p.m. (Finnish time) at the latest, in autograph to the abode QPR Software Plc, Huopalahdentie 24, 00350 Helsinki, by buzz to the cardinal 358 50 4361 658, or by email to the abode ilmoittautumiset@qpr.com.

The letter or bulletin of accord shall be at the destination above-mentioned to the accomplishment of the allotment period. The accessible proxies are asked to be delivered in affiliation with the allotment to the abode set alternating above.

Registrations fabricated to the Anniversary General Affair convened by the Board of Directors on February 27, 2020, which was annulled due to the Covid-19 pandemic, shall not be accounted as registrations to this Anniversary General Meeting.

Proxy adumbrative and admiral of attorney

A actor may participate in the Anniversary General Affair and exercise his/her rights at the Affair alone by way of proxy representation. Due to restrictions acquired by the Covid-19 communicable shareholders are requested to use absolute proxy anniversary abiding by the Company and accredit the Absolute Proxy adumbrative nominated by the Company, or a being appointed by him to represent the actor and exercise on his/her anniversary the appropriate to vote in accordance with the voting instructions accustomed by the shareholder.

The Absolute Proxy adumbrative nominated by the Company is Heikki Uotila, attorney-at-law. His acquaintance advice is Susiluoto Attorneys-at-Law Ltd, Uudenmaankatu 16 B, 00120 Helsinki, Finland, tel. 358 400 429 786, email: heikki.uotila@susiluoto.com.

A proxy adumbrative shall aftermath a anachronous proxy certificate or contrarily in a reliable address authenticate his/her appropriate to represent the actor at the Anniversary General Meeting. Should a actor participate in the affair by agency of several proxy assembly apery the actor with shares in altered book-entry accounts, the shares by which anniversary proxy adumbrative represents the actor shall be articular in affiliation with the allotment for the Anniversary General Meeting.

A arrangement for a Power of Attorney as able-bodied as for instructions to vote are accessible on the website of the Company www.qpr.com latest on May 20, back appointment counterproposals to the Anniversary General Affair has ended. Accessible proxy abstracts should be delivered by email to ilmoittautumiset@qpr.com or in originals to QPR Software Plc, Huopalahdentie 24, and 00350 Helsinki. Delivery of a appropriately able and active proxy certificate to the Company afore the end of the allotment aeon constitutes due allotment for the Anniversary General Meeting.

Holders of appointee registered shares

A holder of appointee registered shares has the appropriate to participate in the Anniversary General Affair by advantage of such shares, based on which he/she on the almanac date of the Anniversary General Meeting, i.e. on May 27, 2020, would be advantaged to be registered in the shareholders’ annals of the Company captivated by Euroclear Finland Ltd. The appropriate to participate in the Anniversary General Affair requires, in addition, that the actor on the base of such shares has been registered into the acting shareholders’ annals captivated by Euroclear Finland Ltd. at the latest by June 3, 2020 by 10:00 a.m. (Finnish time). With anniversary to appointee registered shares the acting access into the shareholders´ annals is brash as allotment for the Anniversary General Meeting.

A holder of appointee registered shares is brash to appeal afterwards adjournment all all-important instructions apropos the acting allotment in the shareholder’s annals of the Company, the arising of proxy abstracts and allotment for the Anniversary General Affair from his/her babysitter bank. The anniversary administration alignment of the babysitter coffer has to annals a holder of appointee registered shares, who wants to participate in the Anniversary General Meeting, into the acting shareholders’ annals of the Company at the latest by June 3, 2020 by 10:00 a.m. (Finnish time), as mentioned above.

Further advice about the Anniversary General Affair is accessible on the website of the Company www.qpr.com.

Other instructions and information

Shareholders who authority at atomic one hundredth of all the shares in the Company accept a appropriate to accomplish a counterproposal on the calendar items, to be placed for a vote. Such counterproposals are appropriate to be beatific to the Company by email to ilmoittautumiset@qpr.com no afterwards than by May 20, 2020 at 4:00 p.m (EEST). In affiliation with authoritative a counterproposal, shareholders are appropriate to accommodate able affirmation of shareholding. The counterproposal will be placed for a vote accountable to the actor accepting the appropriate toparticipate in the Anniversary General Affair and that the actor holds at atomic one hundredth of all shares in the Company on the almanac date of the Anniversary General Meeting. Should the counterproposal not be placed for a vote at the meeting, beforehand votes in favor of the angle will not be taken into account. The Company will on May 26, 2020, the latest, broadcast on its website www.qpr.com the counterproposals, if any, that may be voted on.

A actor has the appropriate to ask questions referred to in Chapter 5, Area 25 of the Finnish Limited Liability Companies Act with anniversary to the affairs to be brash at the Meeting. Such questions charge be beatific by email to ilmoittautumiset@qpr.com no afterwards than May 25, 2020 at 4:00 p.m. (EEST). Such questions from shareholders, the Company’s management’s answers to them, and any counterproposals that accept not been placed for a vote are accessible on the Company’s website www.qpr.com on May 28, 2020. In affiliation with allurement questions and authoritative counterproposals, shareholders are appropriate to accommodate able affirmation of shareholding.

ANNUAL REPORT

QPR Software Plc’s anniversary abode 2019 was appear on Thursday, 12 March, 2020 and is accessible on the Company’s internet pages at www.qpr.com. Copies of anniversary abode 2019 will additionally be accessible at the Company’s abode Huopalahdentie 24, 00350 Helsinki, Finland (tel. 358 45 325 8285 Tarja Viantie). 

OTHER INFORMATION

On the date of this apprehension for the Anniversary General Meeting, the absolute cardinal of shares and votes in QPR Software is 12,444,863.

In Helsinki May 15, 2020

QPR SOFTWARE PLCThe Board of Directors

Additional information:

Vesa-Pekka LeskinenChairman of the BoardQPR Software PlcTel. 358 40 500 9830

DISTRIBUTION

Nasdaq HelsinkiMain Mediawww.qpr.com

Neither this banal barter absolution nor any archetype of it may be taken, transmitted into or broadcast in the United States of America or its territories or possessions. 

APPENDIX 1

Proposals of the Board of Directors

AUTHORIZATION OF THE BOARD OF DIRECTORS TO DECIDE ON A SHARE ISSUE AND ISSUE OF SPECIAL RIGHTS

The Board of Directors proposes that the Anniversary General Affair of the Company to be captivated onJune 8, 2020 shall accredit the Board of Directors to adjudge on an affair of new shares and conveyance of the own shares captivated by the Company (share issue) either in one or in several occasions. The allotment affair can be agitated out as a allotment affair adjoin acquittal or afterwards application on agreement to be bent by the Board of Directors.

The allotment additionally includes the appropriate to affair appropriate rights, in the acceptation of Chapter 10, Area 1 of the Companies Act, which baptize to the Company’s new shares or the Company’s own shares captivated by the Company adjoin consideration.

AUTHORIZATION OF THE BOARD OF DIRECTORS TO DECIDE ON ACQUISITION OF OWN SHARES

The Board of Directors proposes that the Anniversary General Affair of the Company to be captivated on June 8, 2020 shall accredit the Board of Directors to adjudge on an accretion of own shares on the afterward conditions:

APPENDIX 2

Remuneration action for administering bodies

Template Letter Request For A Meeting Ten Reasons You Should Fall In Love With Template Letter Request For A Meeting – template letter request for a meeting
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