QPR SOFTWARE PLC STOCK EXCHANGE RELEASE 15 August 2022 at 1.00 p.m. EEST
The Board of Directors of QPR Software Plc Resolved on a New Stock Option Plan
Based on the authorization granted by the 2022 Annual General Meeting of Shareholders on 6 April 2022, the Board of Directors (the "Board of Directors") of QPR Software Plc (the "Company") has on 15 August 2022 resolved to launch a new stock option plan, under which key personnel of the Company and its subsidiaries (the “Group”) may receive stock options (the “Stock Option(s)”) to subscribe for shares in the Company (the “Share(s)”).
The Company has a weighty financial reason for the issuance of the Stock Options since the Stock Options are intended to form a part of the incentive and commitment program of the Group’s key personnel. The purpose of the Stock Options is to encourage the key personnel to work on a long-term basis to increase shareholder value as well as to commit the key personnel to the Group as their employer.
The total maximum number of Stock Options to be issued is 489,542 and they entitle their holders to subscribe for a total maximum number of 489,542 new Shares in the Company or existing Shares held by the Company. The Board of Directors decides whether the Shares issued to the subscribers are new Shares or existing Shares held by the Company. The Stock Options are issued gratuitously. All 489,542 Stock Options are marked with the symbol 2022.
The number of Shares subscribed by exercising Stock Options issued corresponds to a maximum total of approximately 2.89 per cent of all Shares and votes of the Shares in the Company after the potential Share subscriptions, if new Shares are issued in the Share subscription. After the Share subscriptions with Stock Options, the number of the Company’s Shares may be increased by a maximum total of 489,542 Shares, if new Shares are issued in the Share subscription.
The Share subscription price shall be the trade volume weighted average price of the Company’s Share on Nasdaq Helsinki Ltd., rounded to the nearest cent, during the twenty (20) trading days following the publication of the Company’s H1/2022 financial report. If the ex-dividend date falls on the period for determination of the subscription price, such dividend shall for the purposes of calculating the trade volume weighted average price be added to the trading prices from the ex-dividend date onwards. The proceedings shall be similar, if the Company distributes funds from the non-restricted equity fund or distributes share capital to the shareholders during said period. The Share subscription price of the Stock Options may be decreased in certain specific cases described in the terms and conditions of the Stock Options attached to this release. The Share subscription price shall, nevertheless, always amount to at least EUR 0.01.
The Share subscription period for Stock Options will be 15 June 2025 – 31 May 2027.
It was noted that the theoretical market value of one Stock Option is approximately EUR 0.22, and the theoretical market value of all Stock Options is approximately EUR 107 700 in the aggregate. The theoretical market value of one Stock Option has been calculated using the Black-Scholes stock option pricing model by taking into account an assumption of the Share subscription price of a Stock Option accounting for EUR 0.88 (share closing price as at August 12, 2022) and with the following additional input factors: Share price EUR 0.88, risk free interest rate 0.88 per cent, time to maturity of Stock Options approximately 4.8 years, and volatility approximately 27 per cent.
The terms and conditions of the Stock Options are attached to this release, and available on the Company’s webpage: www.qpr.com/company/investors.
QPR Software Plc
The Board of Directors
QPR Software Plc
Tel. +358 50 380 9893
QPR Software Plc (Nasdaq Helsinki) provides process mining, performance management and enterprise architecture solutions for digital transformation, strategy execution, and business process improvement in over 50 countries. QPR software allows customers to gain valuable insights for informed decisions that make a difference.
Dare to improve. www.qpr.com