QPR Software Oyj — Share Issue/Capital Change 2021

Mar 4, 2021

AUTHORIZATION OF THE BOARD OF DIRECTORS TO DECIDE ON CONVEYANCE OF THE OWN SHARES HELD BY THE COMPANY (SHARE ISSUE)

The Board of Directors proposes that the Annual General Meeting of the Company to be held on March 25, 2021 shall authorize 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.