The Share Exchange Agreement Between Proha plc And Opus360 Corporation Continues As Planned

THE SHARE EXCHANGE AGREEMENT BETWEEN PROHA PLC AND OPUS360 CORPORATION CONTINUES AS PLANNED The share exchange agreement entered into on April 11, 2001 by Proha and Opus360 d/b/a Artemis International Solutions Corporation, is proceeding with the next steps required in connection with the agreement. The closing of the second phase of the transaction contemplated under the Share Exchange Agreement requires approval by stockholders of Opus360 of certain changes to the Certificate of Incorporation of Opus360. In accordance with US legal requirements, Opus360 has filed a preliminary proxy statement with the United States Securities and Exchange Commission (SEC). The preliminary proxy statement includes notice of the meeting of Opus360 stockholders and a proposal to approve the increase of the share capital of Opus360, a necessary step to completion of the second phase of the transaction contemplated under the Share Exchange Agreement. The SEC has 30 days to provide comments to the preliminary proxy statement after which, or after resolution of all such comments, as the case may be, a definitive proxy statement will be filed with the SEC and mailed to all stockholders of record of Opus360. The preliminary proxy statement also includes a proposal to amend the Certificate of Incorporation of Opus360 to change the name of the corporation to "Artemis International Solutions Corporation." The Preliminary Proxy Statement includes a pro forma combined condensed income statements for the combined organization of Opus360 and the historical Artemis organization for the six months ended June 30, 2001 and for the year ended December 31, 2000 as well as a pro forma combined condensed balance sheet for the six months ended June 30, 2001. In addition, the Proxy Statement includes historical financial data of the historical Artemis organization and Opus360 and other information about the companies, their principal shareholders, products etc., required by the US practice. All financial information is presented in accordance with the US GAAP. The Preliminary Proxy Statement also contains information about the voting agreements related to the acquisition. In accordance with the voting agreements, both Ari Horowitz, Executive Vice President of Opus360 and holder of approximately 2.7% of outstanding Opus360 stock and Proha Plc, the principal stockholder, will vote in favor of the proposals in the proxy statement. At the first closing, Proha received 73.938.702 Opus360 common shares in return for its Artemis shares. As a result, Proha currently owns 59.75% of the Opus360 share capital. At the second closing, Proha will receive approximately 125.5 million Opus360 common shares in return for the rest of its Artemis shares and for the 19.9% shares of Proha subsidiaries, Accountor Oy and Intellisoft Oy. After the second closing, Proha is expected to own approximately 80% of the Opus360 share capital. The second closing is expected to occur by the end of 2001. The complete preliminary proxy statement is available through the Nasdaq website http://www.nasdaq.com under symbol opus and later on the SEC Website at http://www.sec.gov/edgar/searchedgar/formpick.htm under the symbol Opus360. Proha Plc Pekka Pere President and CEO More information PROHA PLC CEO Pekka Pere, tel. +358 20 4362 000 pekka.pere@proha.com www.proha.com DISTRIBUTION: Helsinki Stock Exchange Major Media ------------------------------------------------------------ This information was brought to you by Waymaker http://www.waymaker.net