The Board of Directors of QPR Software Plc Resolved on a New Stock Option Plan

QPR SOFTWARE PLC  STOCK EXCHANGE RELEASE   SEPTEMBER 9, 2024 at 9 a.m EEST

The Board of Directors of QPR Software Plc Resolved on a New Stock Option Plan

The Board of Directors (the "Board of Directors") of QPR Software Plc (the "Company") has today, on September 9, 2024, resolved to launch a new stock option plan based on the authorization granted by the Annual General Meeting of the Company on May 15, 2024, under which key personnel of the Company and its subsidiaries (the “Group”) may receive stock options (the “Stock Option(s)”) entitling to subscribe for shares in the Company (the “Share(s)”).

There is a weighty financial reason for the issuance of the Stock Options as 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 1,800,000 and they entitle their holders to subscribe for a total maximum number of 1,800,000 new Shares in the Company or treasury Shares held by the Company. The Board of Directors decides whether the Shares issued to the subscribers are new Shares or treasury Shares held by the Company. The Stock Options are issued free of charge.

720,000 Stock Options are marked with the code 2024 A, 540,000 are marked with the code 2024 B, and 540 000 are marked with the code 2024 C.

The number of Shares subscribed for by exercising the issued Stock Options corresponds to a maximum total of approximately 9.0 per cent of all Shares and votes carried by 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 1,800,000 Shares if new Shares are issued in the Share subscription.

The Share subscription price for 2024 A Stock Options shall be the trade volume weighted average price of the Company’s Share on Nasdaq Helsinki Ltd, rounded to the nearest cent, during the ten (10) trading days following the Board of Directors’ decision regarding the 2024 Stock Options on September 9, 2024.

The Share subscription price for 2024 B Stock Options and 2024 C Stock Options shall be the trade volume weighted average price of the Company’s Share on Nasdaq Helsinki Ltd, rounded to the nearest cent, during the ten (10) trading days following the Board of Directors’ decisions on the allocation of the 2024 B Stock Options (preliminarily planned for September 9, 2025) and the allocation of the 2024 C Stock Options (preliminarily planned for September 9, 2026). The Company and the Board of Directors reserve the right to decide on all matters pertaining to the allocations of the 2024 B Stock Options and 2024 C Stock Options, including any decisions to refrain from such allocations, as well as to decide on the change of timing of any allocation, in each case based on weighty reasons.

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 the Stock Options shall be as follows:

• for subscription of Shares based on Stock Options 2024 A between September 9, 2027 and September 8, 2029.
• for subscription of Shares based on Stock Options 2024 B between September 9, 2028 and September 8, 2030.
• for subscription of Shares based on Stock Options 2024 C between September 9, 2029 and September 8, 2031.

The theoretical market value of one Stock Option 2024 A is approximately EUR 0.210, and the theoretical market value of all Stock Options 2024 A is approximately EUR 151,200 in the aggregate. The theoretical market value of one Stock Option 2024 A 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 2024 A being EUR 0.562 (using the closing share price as at September 6, 2024) and with the following additional input factors: share price EUR 0.570, risk free interest rate 3.75 per cent, time to maturity of stock options approximately 3 years, and volatility approximately 34 per cent. For Stock Options 2024 B and Stock Options 2024 C, the theoretical market value shall be defined at the time of granting the respective Stock Options.

The terms and conditions of the Stock Options are attached to this release and are available on the Company’s webpage: www.qpr.com/company/investors.

QPR Software Plc
The Board of Directors

For further information:
Heikki Veijola
Chief Executive Officer
QPR Software Plc
Tel. +358 40 922 6029

QPR Software in Brief

QPR Software (Nasdaq Helsinki) is a leading player in the Digital Twin of an Organization (DTO) use case and one of the most advanced process mining software companies in the world. The company innovates, develops, and delivers software for analyzing, monitoring, and modeling organizational operations. Additionally, QPR provides consulting services to ensure its customers derive full benefits from the software and associated methodologies.

www.qpr.com

DISTRIBUTION
Nasdaq Helsinki
Key medias
www.qpr.com

Attachment

• QPR Software Plc - 2024 Stock Options Program