PROHA'S NET TURNOVER TO QUADRUPLE, THE COMPANY TO BECOME LEADING PROVIDER OF HIGH-END PROJECT MANAGEMENT APPLICATIONS

PROHA'S NET TURNOVER TO QUADRUPLE, THE COMPANY TO BECOME LEADING PROVIDER OF HIGH-END PROJECT MANAGEMENT APPLICATIONS - Proha Plc has made an agreement on acquiring Artemis Management Systems (USA) for USD 50 million (100%). This agreement includes the purchase of at least 95% of Artemis' share capital. - Artemis Management Systems, Inc. (4/1999 -3/2000): Net turnover USD 49.3 million, operating profit USD 5.2 million, 240 employees in USA, Great Britain and Japan.In addition, joint ventures and agents in 27 countries. - The acquisition will be structured as an exchange of shares. - Proha Plc is considering applying to the main list of Helsinki Stock Exchange and is exploring the possibility of listing on an international technology Stock Exchange. Proha Plc ('Proha') is expanding its operations worldwide. The company has made an agreement on acquiring at least 95% of Artemis Management Systems ('Artemis') share capital and securities entitling to shares. Artemis is the world's leading provider of high-end project management software. Previously, Proha has operated as Artemis' representative in Scandinavia and developed Artemis compatible additional products since 1984. Artemis will continue as an independent subsidiary of Proha Plc. The principal shareholders of Artemis and Proha have executed the agreement on the acquisition of Artemis on Tuesday, June 20, 2000. The main vendors are an American Gores Technology Group and the company's management. The purchase price for the whole share capital and voting rights has been agreed to be about USD 50 million. The acquisition will be structured as an exchange of shares so that the purchase price will be paid by new Proha shares. The number of shares to be issued to the Artemis shareholders is calculated by dividing the purchase price by weighted average trading price of Proha shares. The weighted average trading price is calculated based on the nine (9) trading days before the signing of the agreement on June 20, 2000 ('Announcement price') and five (5) trading days before the period, that starts three (3) days before the closing of the transaction estimated at the end of August ('Closing price'). The number of shares to be issued is calculated by dividing the purchase price with the average of Announcement price and Closing price. If the Closing price is over three (3) Euros lower than the Announcement price, the contracting parties have an option to withdraw from the transaction. The contracting parties aim at closing the transaction by the end of August 2000. The closing of the deal will, among other things, require that the Extraordinary General Meeting of Proha in August will decide on a directed issue of shares to the shareholders of Artemis. Proha will enter the acquisition in its bookkeeping using acquisition cost method according to Finnish Accounting Standards Board's instructions on Oct 25, 1999. The vendors have commited to an arrangement where the company's own capital and reserves will be strengthened. In addition, the possible losses connected to seasonal fluctuation until the end of September 2000 and the goodwill created by previous acquisitions will be covered. ALEC GORES TO THE BOARD OF DIRECTORS OF PROHA PLC Alec Gores, the main owner and CEO of Gores Technology Group has agreed to become a member of the Board of Directors of Proha. With the acquisition, he will become the biggest sole shareholder of Proha Plc. PROHA PLC AFTER THE ACQUISITION The pro forma net turnover of Proha Group after the acquisition was about FIM 390.4 million in 1999. The Group employs 440 people, of which 200 in Finland, and 240 in the United States, Great Britain and Japan. Proha will become a global market leader in the high-end project management software sector. The company's biggest competitors are American ABT Corporation and Primavera Systems Inc, both about the same size as Artemis. Artemis' main customers include Lockheed Martin, Nokia, Unisys, and Goldman Sachs. Proha anticipates to achieve substantial synergies with the acquisition in product development and using the worldwide distribution channel in sales and marketing of Proha's own software and consultancy products. "In the international software business the importance of distribution channel is emphasized. The owner of customer relations will succeed in the market. Our aim is to be, in our own focus area, the leading worldwide distribution channel," said Pekka Pere, Proha's CEO. "This agreement validates Artemis' long-term growth strategy and it will help us to fully realize Artemis' potential. The arrangement with Proha will enhance our financial position by bringing more investment ability which can be used for example for additional acquisitions. Proha and Artemis have many complementary products which will be distributed via enlarged mutual network," said Steven Yager, President and CEO of Artemis. I'm very excited about the merger with Proha because we were looking for a partner that could provide access to investment capital. We preferred Proha because they understand the project management business and they understand operations. Proha is doing things on the web and with the wireless application protocol (WAP) that make our collectiveprospects for growth very compelling" said. Alec Gores, the of CEO of Gores Technology Group. MARKETS FOR PROJECT MANAGEMENT PRODUCTS The project management markets are roughly divided into two sectors: high- end applications for demanding project management and low-end mass products. Artemis' products are market leaders in the high-end sector. International Data Corporation Research Centre anticipates that project management application and service markets will grow to USD 2.5 billion by 2002. The main part of the growth will consist of project management software products. The demand for project management software is estimated to go up on an average 12.6% annually, to USD 1.5 billion by 2002. United States is the biggest project management software market, as about 50% of the global demand comes from the area. In the USA, the project management software business is estimated to grow 13.5% annually. The markets for project management products will grow faster than the IT- markets in general. The eManagement's share of IT-markets will increase and within eManagement, the sector of project management especially. The trend is particularly visible in Japan, where the focus of management is shifting from process management to project management. INTERNATIONAL SALE OF SHARES AND APPLICATION TO MAIN LIST The shareholders of Artemis who receive Proha shares as consideration of the acquisition have agreed with Landesbank Kiel, Copenhagen Branch and Thominvest Oy on a sale of shares, where Artemis' owners will instantly after the closing of the transaction sell 40% of the shares they have received as consideration to Landesbank Kiel and Thominvest Oy. A secondary placement arrangement for international institutions is planned for reselling these shares or some of them within three months of the closing of the transaction. The purpose of the international sale of shares is to improve and internationalize the ownership structure of Proha and to increase the share of institutional investors. The international sale of shares is organized by PCA Coprorate Finance Oy. The sales team consists of PCA Corporate Finance Oy and Handelsbanken Investment Banking. Proha Plc is considering applying to the main list of Helsinki Stock Exchange and is exploring the possibility of listing on an international technology list. ADVISORS In this arrangement, PCA Corporate Finance Oy is the advisor for Proha Plc and Donaldson, Lufkin & Jenrette for Artemis. White & Case LLP and KPMG have acted as additional advisors to Proha. PRELIMINARY SCHEDULE Extraordinary General Meeting of Proha will be held at the end of August. The acquisition will be closed at the end of August International sale of shares is planned to be conducted in September-October 2000. ABOUT ARTEMIS MANAGEMENT SYSTEMS A 1976 founded, Artemis Management Systems is a leading enterprise (high- end) project and resource management solution provider. Artemis' 40 sales, support and consultancy offices form an international network in 27 countries.. Artemis serves over two thousand major enterprises worldwide: the IT business, pharmaceutical industry, retail sales, banking and finance business, telecommunications, aviation and defence industry, public service institutions, oil and gas industry, and construction and machinery industry. . March 31, 1999 March 31, 2000 Preliminary information, . . Thousand USDunaudited Net turnover 42 781 49 303 Turnover growth 13.9 % 5.2 % Operating profit 4 663 5 178 % of net turnover 10.9 % 10.5 % Profit before taxes and . . extraordinary items 3 996 3 737 Extraordinary items* -4 928 -4 926 Tax -457 923 Net result -1 389 -266 Balance sheet . . March 31, 1999 March 31, 2000 Assets . . Preliminary information, . . unaudited Fixed assets . . Intangible assets 6 056 2 395 Tangible assets 2 703 2 837 Debtors and repayments 14 057 15 729 Cash and cash equivalents 1 514 1 199 24 330 22 161 Liabilities . . Capital and reserves total -1 577 -2 080 Non-current creditors 7 773 6 722 total Current creditors total 18 134 17 519 24 330 22 161 *Extraordinary items include admisitration fee paid for the main owner Alec Gores as well as accelerated goodwill depreciation related to the acquisition made in 1998. Currently, the company employs 240 people worldwide. Slightly over 50% of the net turnover comes from North-America and the rest from international markets. The net turnover for the year 4/1999-3/2000 amounted to USD 49.3 million and operating profit USD 5.2 million. ABOUT GORES TECHNOLOGY GROUP Gores Technology Group (GTG) is a leading international technology acquisition and management company with an aggressive strategy of acquiring promising high-technology organizations, products and services, and managing them for increased growth and profitability. GTG currently manages a portfolio of several companies that are located in over 25 countries throughout the world. Those companies provide a broad range of technology-based products and services to a substantial customer base of 12,500 corporations that represent more than 1.5 million active end users. The biggest shareholder and CEO of the company is Alec Gores. PROHA IN A NUTSHELL Proha is a fast growing, profitable, internationally operating IT services company. Proha concentrates on management in the Internet age. The key business areas are Project Management, Financial Management and Internet Technologies. After this acquisition Proha Group employs about 440 people and operates in 27 countries. Over 3/4 of its proforma net turnover originates from abroad. According to its internalization strategy, Proha will continue to negotiate strengthening its position in USA, Great Britain and Japan, as well as in other parts of Europe and Asia. Proha Plc Pekka Pere CEO For more information please contact: Proha Plc CEO Pekka Pere, tel. +358-20 4362 000 pekka.pere@proha.fi +http://www.proha.fi Artemis Management Systems, Inc. CEO and President Steven Yager, Tel. +1-303-531-3159 www.artemispm.com PCA Corporate Finance Oy Director Pekka Halonen, Tel. +358-9-6133 4427, GSM +358-40-587 7000 PRESS CONFERENCE A press conference will be held today in the World Trade Center, address: Aleksanterinkatu 17, Helsinki, room 7-8, third floor, at 1.00 pm. Present are Proha's CEO Pekka Pere and Artemis' CEO and President Steven Yager. 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/2000/06/20/20000620BIT00640/bit0001.doc http://www.bit.se/bitonline/2000/06/20/20000620BIT00640/bit0002.pdf