Notice Of Annual General Meeting Of Shareholders

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS The shareholders of Proha Plc are invited to the Annual General Meeting to be held on Monday, April 15, 2002 at 10.00 a.m. in World Trade Center, Aleksanterinkatu 17, 00100 Helsinki. The following issues will be dealt with in the meeting: 1. The issues inherent to the Annual General Meeting under section 11 of the Articles of Association 2. Increase of the Company's share capital The Board of Directors proposes that the authorization given by the Extraordinary General Meeting on December 17, 2001 to increase the share capital is to be cancelled on the unused portions. The Board of Directors proposes that the General Meeting authorizes the Board of Directors to increase the Company's share capital through an issue of new shares, stock options, option warrants and/or convertible bonds subject to the following terms: - The Board of Directors proposes to the Annual General Meeting that the Board be authorized to increase the Company's share capital in one or more issues by issuing new shares, stock options, option warrants and/or convertible bonds. Pursuant to this authorization, the aggregate maximum number of new shares to be issued or offered for subscription pursuant to stock options, option warrants and/or convertible bonds shall not exceed 10,373,454 shares with an account equivalent value of EUR 0.26 each, and the share capital of the Company may be increased by no more than EUR 2,697,098.04, which represents 20% of the currently registered share capital and of the votes that can be cast in the General Meeting of Shareholders. The Board of Directors shall be authorized to decide the subscription price and the other terms and conditions of the issue of shares, stock options, option warrants and/or convertible bonds. - The Board of Directors proposes to the Annual General Meeting that the Board be authorized to decide who will be invited to subscribe for the new shares, stock options, option warrants and/or convertible bonds issued pursuant to this authorization. When issuing new shares, stock options, option warrants and/or convertible bonds, the Board may deviate from the shareholders' pre-emptive subscription rights, provided that such deviation is justified by an important financial reason for the Company, such as strengthening the Company's capital structure, financing corporate acquisitions and/or restructurings and/or providing incentives for the personnel of the Company and its subsidiaries. The Board proposes to the Annual General Meeting that the Board be authorized to decide on the calculation basis of the subscription price, as well as the subscription price, and other conditions, such as, that in the new subscription the shares can be subscribed for against capital contribution property or otherwise under special conditions. It is proposed that this authorization will be granted for a period of one year from the date of the Annual General Meeting. Application of Earnings The Board proposes to the Annual General Meeting of shareholders that the result for the financial year is entered in capital and reserves and no dividend is paid. The Documents The Board of Directors' aforementioned proposals and the documents mentioned in the Companies Act will be displayed for the shareholders to view starting April 8, 2002 in the company's head office at Maapallonkuja 1 A, 02210 Espoo. Right to participate in the meeting The right to participate in the Annual General Meeting rests with the shareholders who have been entered as shareholders in the Shareholder Register kept by the Finnish Central Securities Depository Ltd., no later than April 5, 2002, or who are entitled to participate in the General Meeting by the Companies Act, Chapter 3 a, Section 4 (2). Notification of attendance A shareholder who wishes to participate in the Annual General Meeting shall inform the company's head office by Friday, April 5, 2002, 4.00 p.m. at the latest either by writing to the address Proha Plc, Maapallonkuja 1 A, 02210 Espoo, by telephoning the number ?20-4362 000, by faxing to ?20-4362 500, or by emailing to the address aija.syvanen@proha.com. The notification of attendance must reach the company before the end of the notification time. The share- holders are requested to give their name and social security number or Business ID. Possible powers-of-attorney are requested to be sent to the same address before the end of the notification time. Voting tickets will be dealt at the scene of the meeting. Espoo, March 27, 2002 PROHA PLC Board of Directors More information PROHA PLC CEO Pekka Pere, tel. ? 20 4362 100 pekka.pere@proha.com http://www.proha.com DISTRIBUTION: Helsinki Stock Exchange Major Media ------------------------------------------------------------ This information was brought to you by Waymaker http://www.waymaker.net The following files are available for download: http://www.waymaker.net/bitonline/2002/03/27/20020327BIT00110/wkr0001.doc http://www.waymaker.net/bitonline/2002/03/27/20020327BIT00110/wkr0002.pdf