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Inside information: QPR Software Plc is looking into a possible share issue during the third quarter of 2023; Company has received an irrevocable commitment from its largest shareholder to subscribe for shares in the potential share issue

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QPR SOFTWARE PLC                  INSIDE INFORMATION             JULY 3, 2023 AT 12:45 EEST

Inside information: QPR Software Plc is looking into a possible share issue during the third quarter of 2023; Company has received an irrevocable commitment from its largest shareholder to subscribe for shares in the potential share issue

The Board of Directors of QPR Software Plc (the “Company”) is looking into the possibility of conducting a directed share issue during the third quarter of 2023 in order to strengthen the Company’s equity and financial position. The potential share issue would be conducted pursuant to the authorisation granted by the Annual General Meeting of the Company held on May 3, 2023, to decide on issuances of new shares and conveyances of the own shares held by the Company either in one or more instalments, including the right to deviate from the shareholders’ pre-emptive subscription right. Based on the authorisation, the maximum number of new shares that may be issued and own shares held by the Company that may be conveyed in share issues is 3,200,000 shares. The Company aims to raise approximately EUR 0.75–1.2 million through the share issue.

The Company has received an irrevocable commitment from its largest shareholder, Oy Fincorp Ab, to subscribe for new shares in the potential share issue for a minimum of EUR 750,000. The commitment is conditional upon the requirement that the subscription price per share in the potential share issue would, at the most, be the volume weighted average price of the Company’s shares on Nasdaq Helsinki Ltd for the five (5) trading days preceding the Board’s resolution on the beginning of the subscription period, however, so that the subscription price may not exceed the closing price of the Company’s shares on Nasdaq Helsinki Ltd on the trading day preceding the Board’s resolution on the subscription period in the potential share issue. The commitment is valid until August 31, 2023.

The Company noted in its interim report January–March 2023, that in the current market situation, the Company’s business space is tight in terms of cash resources and equity ratio, while operations are still loss-making, and that the Company is actively taking measures to reach the guidance given for the financial year 2023.

The decision concerning the potential share issue and its terms and conditions will be made and communicated later on, and conducting the share issue is not certain. Evli Plc would act as the lead manager for the possible share issue.

For further information:

QPR Software Plc

Mervi Kerkelä-Hiltunen

Chief Financial Officer

Tel. +358 40 563 6146

About QPR Software

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.

www.qpr.com

DISTRIBUTION

Nasdaq Helsinki

Key medias

www.qpr.com





IMPORTANT INFORMATION

This release is not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States.

The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. The information contained herein is not for publication or distribution, directly or indirectly, in or into the Australia, Canada, the Hong Kong Special Administrative Region of the People’s Republic of China, Japan, New Zealand, Singapore, South Africa or the United States, or any other jurisdiction in which the publication or distribution would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.

In any EEA Member State, this release is only addressed to and is only directed at qualified investors in that Member State within the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation“). This release does not constitute a prospectus as defined in the Prospectus Regulation and as such, does not constitute or form part of and should not be construed as, an offer to sell, or the solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity.

This release is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order“) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons“). Any securities mentioned herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this release or any of its contents.

No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. The Company or any of its respective affiliates, advisors or representatives or any other person, shall have no liability whatsoever (in negligence or otherwise) for any loss however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of the Company, its subsidiaries, its securities and the transactions, including the merits and risks involved.

Forward-Looking Statements

This release includes forward-looking statements. These statements may not be based on historical facts, but are statements about future expectations. When used in this release, the words “aims,” “anticipates,” “assumes,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “should,” “will,” “would” and similar expressions as they relate to the Company and the transactions identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. These forward-looking statements are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations, which, even though they seem to be reasonable at present, may turn out to be incorrect. Such forward-looking statements are based on assumptions and are subject to various risks and uncertainties. Readers should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied in the forward-looking statements. The Company or any of its affiliates, advisors or representatives or any other person undertakes no obligation to review or confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of th

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