On April 18, 2006 the Annual General Meeting of Proha Plc made the following decisions: 1. The issues inherent to the Annual General Meeting under section 11 of the Articles of Association The Annual General Meeting confirmed the 2006 Financial Statements and discharged the Board of Directors and CEO from liability. The Annual General Meeting approved the Board of Directors' proposal that the net result for the financial period be transferred to profit/loss brought forward account and no dividend is paid. The Annual General Meeting decided to alter the number of Board members to four. Proha CEO Pekka Pere resigned from the Board in order to promote good corporate governance and to avoid functioning simultaneously as the CEO and board member. Mr. Gjalt de Vries was elected as a new member to the Board. Mr. Vries is a citizen of the Netherlands. Olof Ödman, Birger Flaa and Ernst Jilderda continue as members of the Proha Board. The Annual General Meeting decided that, following the present practice, the Chairman of the Board be paid EUR 18,000 and each Board member, at the moment of election not employed by the Proha Group or by such company which owns more than five percents of Proha's share capital and who does not exercise dominant influence over such company, to be paid EUR 10,000 per year as remuneration for board work. Additionally, it was decided that the auditors will be paid in accordance with a reasonable invoice. Ernst & Young Oy was elected to continue as the Company's auditor, with Ulla Nykky, APA, as the auditor in charge. 2. Amendment of the Articles of Association The Annual General Meeting decided to amend the Articles of Association due to the new Companies Act, effective as of September 1, 2006 as proposed by the Board as follows: - Article 4 containing provisions on minimum and maximum share capital as well as the number of shares was removed. - The provisions on record date from Article 5 were removed. - The provisions in Article 8 on the right to represent the Company were amended to align with the terminology of the new law. - The list of agenda items of the Annual General Meeting in Article 11 was amended to correspond to the new law. - The provisions in Article 13 on the notice period of the Annual General Meeting were amended to the effect that the notice must be published no earlier than three (3) months prior to the latest date of registration. Also the method of notice is amended so that as an alternative to publishing the notice in a nationally published newspaper, the notice can be sent in writing. Previously, the alternative method of notice has been a registered letter. In addition, the Company's field of business (Article 3) was expanded to include consulting in business management and engineering. The new articles of association were presented in the appendix of stock exchange bulletin on March 28, 2007. 3. Recording the subscription prices for shares issued based on stock options in the fund for invested non-restricted equity The Annual General Meeting decided to complete the terms and conditions of Proha Stock Option Plans 2005 and 2006 to the effect that the total amount of the subscription prices paid for new shares issued after the date of the General Meeting, based on stock options under Plans 2005 and 2006, be recorded in the fund for invested non-restricted equity. 4. Option rights to key personnel and Board of Directors The Annual General Meeting approved without changes the Board proposition to issue a maximum of 2,110,000 option rights, that are offered deviating from the shareholders' pre-emptive subscription right to the Board of Directors and to the key personnel of the Group companies. The subscription of the option rights began immediately and will end on April 17, 2008. The proposed share subscription price will be the weighted average price of Proha share within the period of 30 days before the General Meeting, from March 19 through April 17, 2007, i.e. EUR 0.37. The exercise period of the option rights for share subscription will commence in steps between years 2008 and 2010 and will end on May 31, 2011. If only newly issued shares are used for share subscriptions, the shares subscribed under the Stock Option Plan 2007 constitute a maximum of 3.33 percent of the total number of Proha shares after the subscription. The complete terms and conditions are presented in the appendix of stock exchange bulletin on March 28, 2007. 5. Board of Directors' proposal to authorize the Board of Directors to resolve on the issuance of shares and special rights entitling to shares The Annual General Meeting authorized the Board of Directors to resolve to issue a maximum of 12,243,734 shares through issuance of shares or special rights entitling to shares (including stock options) under Chapter 10, Section 1 of the Companies Act, in one or more issues. The authorization includes both the issuance of new shares as well as shares held by the Company, and corresponds to 20 percent of the Company's current total number of shares. The authorization may be used to finance or execute acquisitions or other arrangements, to carry out equity-based incentive plans, or to other purposes resolved by the Board. The authorization includes the right for the Board to decide on all the terms and conditions of the issuance of shares or special rights under Chapter 10, Section 1 of the Companies Act, including to whom shares or special rights may be issued as well as the consideration to be paid. The authorization thereby includes the right for issuance in deviation from the shareholders' pre-emptive rights within the limits set by law. The authorization is effective until April 17, 2012. Proha in brief Proha is one of the leading providers of enterprise level project management software and services. We support customers executing projects and managing project business by providing a comprehensive set of tools and services with the best project management practices. Proha Plc Pekka Pere President and CEO More information PROHA PLC CEO Pekka Pere, tel. 358 (0)20 4362 000 pekka.pere@proha.com http://www.proha.com Distribution: Helsinki Stock Exchange Major Media