Centra Software Adopts Stockholder Rights Plan.

Business/Technology Editors

LEXINGTON, Mass.--(BUSINESS WIRE)--April 22, 2002

Centra Software, Inc. (NASDAQ: CTRA), the leading provider of business software solutions for eLearning and real-time collaboration, today announced that its board of directors has approved a stockholder rights plan. This plan is designed to help ensure that all of Centra's stockholders receive a fair price and fair and equal treatment in the event of any unsolicited proposal to acquire control of Centra. The rights plan was not adopted in response to any known effort to acquire control of Centra.

Commenting on the adoption of this plan, Leon Navickas, Chief Executive Officer, stated, "Centra joins thousands of other public corporations that have adopted rights plans over the past several years. Like those other plans, this plan is designed to protect and maximize the value of our stockholders' interest in Centra and is being adopted as part of prudent corporate governance. We believe that the rights plan, while not intended to prevent a fair acquisition of Centra, will provide protection to our shareholders from certain abusive and coercive tactics commonly used in attempted takeovers."

Under the rights plan, each Centra stockholder will receive a dividend of one non-voting right for each share of Centra common stock owned. Each right initially entitles the holder to purchase one one-thousandth (1/1,000) of a share of Centra's Series A participating cumulative preferred stock at a purchase price of $29 per share (subject to adjustments). The terms of this new preferred stock are structured so one share of this preferred stock has similar rights to 1,000 shares of common stock.

Initially, the rights are attached to the shares of Centra common stock, are not exercisable, and do not represent any significant value to stockholders. Upon certain events, however, the rights become exercisable and would trade independently from the common stock. These events are:

-- 15 percent of Centra's common stock outstanding at any time; or

-- The percentage of Centra's common stock beneficially owned by that person on
April 19, 2002, plus 1 percent of the Centra common stock outstanding on April
19, 2002.

In general, under the rights plan, a person's "ownership threshold" is the greater of:

-- 15 percent of Centra's common stock outstanding at any time; or

-- The percentage of Centra's common stock beneficially owned by that person on
April 19, 2002, plus 1 percent of the Centra common stock outstanding on April
19, 2002.

If any person acquires beneficial ownership of shares of Centra common stock equal to or greater than that person's ownership threshold, each right will then entitle its holder (other than any holder who has equaled or exceeded its "ownership threshold"), upon payment of the purchase price, to acquire shares of Centra's Series A preferred stock having a value of twice the purchase price. In the event of a subsequent merger or other acquisition of Centra, holders of rights (other than the acquiring person) may acquire, upon payment of the purchase price, shares of the acquiring entity (or an affiliate) having a value of twice the purchase price.

The Centra board of directors may redeem the rights for $0.001 per right at any time before the acquisition by a person of beneficial ownership of Centra common stock equal to or greater than that person's ownership threshold.

The distribution of rights will be made in respect of each share of Centra common stock outstanding of record on May 15, 2002, and, unless the board of directors affirmatively determines otherwise, on each additional share of Centra common stock issued after that date and before the date on which the rights become exercisable, as described above. In certain circumstances, rights may also be distributed with respect to shares issued after the date on which the rights become exercisable. The rights will expire on April 19, 2012, unless earlier redeemed by Centra.

A summary of the terms of the rights plan will be mailed to the stockholders of Centra.

About Centra

Leading with an undisputed track record of helping millions of users to increase revenue and improve overall business performance, Centra provides Web collaboration solutions that enable the delivery of information in a variety of live and self-service formats, and add value through unmatched capabilities to capture interactions and content, personalize and manage this information, and instantly re-use it across the enterprise. Today hundreds of global organizations across every industry and market sector choose Centra, including Cingular Wireless, ExxonMobil, Cadbury Schweppes, Citigroup, AT&T, Procter & Gamble, McKesson, Merck, Nationwide Insurance, Sysco, and Stanford University. Centra's solutions are bolstered by a vital ecosystem of strategic partners, including PwC Consulting, Deloitte Consulting, EDS, KPMG iLS, Microsoft, SAP, Siebel, Cisco, and SmartForce. Headquartered in Boston's technology corridor, Centra has sales offices throughout North America, Europe and Asia. For more information, visit http://www.centra.com.

Safe Harbor Statement

With the exception of the historical information contained in this release, the matters described herein contain forward-looking statements, including but not limited to, statements concerning management's expectations regarding future results of operations, statements that involve risk and uncertainties that may individually or mutually impact the matters herein, and cause actual results, events and performance to differ materially. These risk factors include, but are not limited to, technological difficulties, the results of future research, lack of product demand and market acceptance for current and future products, the effect of economic conditions, the impact of competitive products and pricing, the Company's ability to manage and integrate the operation of the business of MindLever.com, Inc., acquired on April 30, 2001, and/or other factors outside the control of the Company, which are detailed from time to time in the Company's SEC reports, which are available at www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to release publicly the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.