HELSINKI, Finland, Dec. 19, 2002 (PRIMEZONE) -- Mr. Pekka Pere, President and CEO of Proha Plc has undertaken to subscribe for the Proha Plc convertible loan (the Loan) with EUR 1,405,000 through a company fully-owned by Mr. Pere, thus meeting with the precondition of the Loan set by Pohjola Non-Life Insurance Company Ltd. The Loan is proposed by the Board of Directors of Proha Plc to the Extraordinary General Meeting to be convened on December 20, 2002.
The Director Agreement of Mr. Pere includes a condition according to which Proha may be liable to pay Mr. Pere's possible receivables from the company before the due date up to the amount of EUR 750.000 in case Mr. Pere is dismissed. This condition also applies to the Loan.
The maximum amount of the Loan is EUR 8,000,000 and the loan notes may be converted into an estimated number of maximum 12,800,000 new shares of Proha, corresponding to an increase of approximately 19.8 percent of the new share capital of Proha including the shares subscribed under the Loan if, in determining the conversion rate of the Loan, the price of the Company's share shall be 0.625 (the maximum conversion price according to the subscription undertaking).
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