Notice of extraordinary general meeting of shareholders

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS The shareholders of Proha Plc are invited to an extraordinary general meeting of shareholders to be held on Monday, 24 January 2000 at 10.00 am at the company's head office at Maapallonkuja 1 A, 02210 Espoo. The meeting shall deal with 1) the Board of Directors' proposals to cancel authorisations to issue shares, 2) to authorise the Board of Directors to increase the share capital and 3) to have directed issues of shares. Issues that will be dealt with: 1. Cancelling of the unused portions of the authorisations to issue shares The Board of Directors proposes that the unused portions of the authorisations to issue shares by the extraordinary general meetings on 24 August, 14 October, and 7 December 1999 are to be cancelled. 2. Authorisation to increase the share capital The Board of Directors proposes that the Board of Directors shall within one year of this General Meeting be authorised to decide on one or more occasions to increase the share capital so that in the new subscription a maximum of 740.489 new shares shall be issued. With this the share capital can increase by the maximum of 962.635,70 euros. 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 other conditions under which the shares can be subscribed for against capital contribution property or otherwise under special conditions. The Board of Directors foresees that mergers and acquisitions made according to the company strategy provide significant financial reasons to authorise a deviation from the shareholders' pre-emptive subscription right. 3. Directed issues of shares for the shareholders of CM-Systems Oy and PlanMan Oy The Board of Directors proposes that the share capital shall be increased by 464.100 euros according to which 357.000 shares shall be issued for subscription with book parity of 1,30 euros. The shares will be issued deviating from the shareholders' pre-emptive subscription right only for subscription to the shareholders of CM-Systems Oy (kr.nro 599.302). The directed issue of shares is connected to the purchase of CM-Systems Oy's share capital and the shares shall be invested as a capital contribution to the company so that every CM-Systems Oy's share is equivalent to 5.250 company shares. These shares have a restriction on the right of disposal. The Board of Directors proposes that the share capital shall be increased by 471.900 euros according to which 363.000 shares shall be issued for subscription with book parity of 1,30 euros. The shares will be issued deviating from the pre-emptive shareholders' subscription right only for subscription to the shareholders of Planman Oy (kr.nro 387.213). The directed issue of shares is connected to the purchase of Planman Oy's share capital and the shares shall be invested as a capital contribution to the company so that every Planman Oy's share is equivalent to 5.250 company shares. These shares have a restriction on the right of disposal. Documents The Board of Directors' aforementioned proposals and the documents mentioned in the Companies Act Chapter 4 Section 4 will be displayed for a view starting January 12, 2000 in the company's head office at Maapallonkuja 1 A, 02210 Espoo. Right to participate in the meeting The right to participate in the general meeting rests with the shareholders, who have been entered as a shareholder in the Shareholder Register kept by Finnish Central Securities Depository Ltd., no later than January 19, 2000 or who by the Companies Act Chapter 3 a Section 4 (2) are entitled to participate in the General meeting. Notification of attendance A shareholder who wishes to participate in the General Meeting shall inform the company's head office by Wednesday January 19, 2000, 4.00 pm In writing at the address Proha Oyj, Maapallonkuja 1 A, 02210 Espoo, by telephoning the number @20 4362 000, by faxing to @20 4362 500 or by email at the address pia.kallio@proha.fi. The notification of attendance must reach the company before the end of notification time. The shareholders are requested to give their name, social security or VAT registration number. Possible powers-of- attorney are requested to be attached to the prenotification. Voting tickets will be dealt at the scene of the meeting. Espoo, January 10, 2000 PROHA PLC BOARD OF DIRECTORS More information PROHA PLC CEO Pekka Pere, Tel.@20 4362 000 pekka.pere@proha.fi http://www.proha.fi DISTRIBUTION: Helsinki Stock Exchange Major media ------------------------------------------------------------ Please visit http://www.bit.se for further information The following files are available for download: http://www.bit.se/bitonline/2000/01/11/20000111BIT00460/bit0001.doc http://www.bit.se/bitonline/2000/01/11/20000111BIT00460/bit0002.pdf