Extraordinary general meeting of Proha plc August 21, 2000

The Extraordinary General Meeting of Proha decided on the Board of Directors proposal - to increase the share capital with a directed new subscription to the shareholders of Artemis Acquisition Corporation - to give option rights - about a directed issue to the personnel - to choose Alec Gores as a member of the Board of Directors - to change the Articles of Association Section 4 about minimum and maximum amount of capital - to change the Articles of Association Section 11 about the place of General Meetings - to cancel the unused portions of the authorisations to issue shares and - to authorise the Board of Directors to decide on increasing the share capital with a new subscription The increase of share capital with a new subscription The General Meeting decided on deviating from the Board of Directors proposal to increase the share capital with a new directed subscription to the shareholders of Artemis Acquisition Corporation (The mother company of Artemis Management Systems) by a minimum of EUR 1.30 but no more than EUR 5,850,000, by giving at least one (1) but no more than 4,500,000 shares, with the book parity of EUR 1.30. Deviating from the Proha Plc's shareholders' pre-emptive subscription right, the shares are given for subscription to finance the acquisition of the share majority of Artemis Acquisition Corporation. The number of shares given in the share trade is calculated by dividing the purchase price (USD 50 million without taking into account the possible correction items made before closing of the deal)with the average of Announcement price (EUR 10.220) and Closing price (EUR 14.704). The subscription of shares is conducted with stipulation concerning capital contribution so that for the subscription price of the new Proha Plc shares at least 90 % of Artemis Acquisition Corporation shares are given. The shares have a restriction on the right of disposal. Option rights The General meeting accepted the Board of Director proposal to issue the maximum of 195,000 option rights in such a manner the option rights are given deviating from the shareholders pre-emptive subscription price to the personnel and Board of Directors of both the Proha Group and Artemis Acquisition Corporation. In addition, the Board of Directors of Proha Plc can give a subscription right to the employees of the Group's affiliated companies. Board of Directors will decide on sharing the option rights. The reason for deviating from the pre-emptive subscription right is that the option rights are part of Proha Group's incentive system. The subscription of the option rights will begin on October 2, 2000 and will end on November 30, 2000.These subscriptions may increase the share capital of Proha Plc by a maximum of 195,000 shares and at the most by EUR 253,500. With a warrant, the subscription price of the shares in the new subscription is EUR 14.70 per share. Directed issue to the personnel The General Meeting accepted the Board of Directors proposal to increase the share capital with a directed issue by a minimum of EUR 1.30 but no more than EUR 260,000, by giving at least one (1) but no more than 200,000 shares with the book parity of EUR 1.30. The shares are offered deviating from the shareholders' pre-emptive subscription right to the staff and the members of the Board of Directors of both Proha Group and Artemis Acquisition Corporation Group. In addition, the Board of Directors of Proha Plc can give a subscription right to the employees of the Group's affiliated companies. The reason for deviating from the pre-emptive subscription right is that the option rights will be issued as part of Proha Group's incentive system. The subscription time is from October 10, 2000 to November 30, 2000. The subscription price is EUR 12.20 per share. Members of the Board of Directors The General Meeting accepted the Board of Directors' proposal to choose the biggest shareholder of Artemis Acquisition Corporation, Mr Alec E. Gores to the Board of Directors. Change in the Articles of Association The General Meeting decided to accept the Board of Directors proposal that The Articles of Association Section 4 is to be changed so that the company's minimum capital is EUR 6,500,000 and maximum capital EUR 26,000,000. Within these limits the share capital can be increased or decreased without changing the Articles of Association. The number of shares is at least 5,000,000 and at the most 20,000,000. A share has no nominal value. Each share has one vote. The General Meeting accepted the Board of Directors' proposal that the Section 11 of the Articles of Association is to be changed so that in addition to the registered home town the general meetings can also be held in Helsinki or Vantaa. Cancelling the earlier authorisation and authorisation to increase the share capital with a new subscription The General Meeting accepted that the authorisation given by the Extraordinary General Meeting on April 27, 2000 on increasing the share capital is to be cancelled on the unused portions. At the same time, the General Meeting authorised the Board of Directors to decide on increasing the share capital on one or more new subscriptions in such a manner that in the new subscription a maximum of 1,025,000 new shares with the book parity of EUR 1.30 can be subscribed. With this authorisation, the share capital can increase by a maximum of EUR 1,332,500. This authorises the Board of Directors to deviate from the shareholders' pre-emptive subscription right and to decide on the calculation basis of the subscription price, as well as to decide on the subscription price, and for other conditions, such as, that in the new subscription the shares can be subscribed for against capital contribution property or otherwise under special conditions. The mergers and acquisitions made in line with the company's growth strategy provide such significant financial reasons that authorise a deviation from the shareholders' pre-emptive subscription right. The authorisation is valid until August 20, 2000. The minutes of the General Meeting are available for a view from August 22, 2000 at Proha Plc, Maapallonkuja 1 A,02210 Espoo. PROHA PLC CEO Pekka Pere More information PROHA PLC CEO Pekka Pere, tel. +358 20 4362 000 pekka.pere@proha.fi http://www.proha.fi DISTRIBUTION: Helsinki Stock Exchange Major Media ------------------------------------------------------------ This information was brought to you by BIT http://www.bit.se The following files are available for download: http://www.bit.se/bitonline/2000/08/21/20000821BIT00740/bit0001.doc http://www.bit.se/bitonline/2000/08/21/20000821BIT00740/bit0002.pdf