NOTICE TO THE ANNUAL GENERAL MEETING OF QPR SOFTWARE PLC - Seite 2

The Board of Directors proposes to the General Meeting that it adopts the Company’s Remuneration Policy as an advisory resolution. The amendments included in the now presented Remuneration Policy are of a technical nature, as compared to the Remuneration Policy previously presented to the Annual General Meeting 2020. 

The Remuneration Policy for the Company’s governing bodies is available on the Company’s website at www.qpr.com and attached to this notice. 

Resolution on the remuneration of the members of the Board of Directors 

The Shareholders’ Nomination Board of the Company proposes to the General Meeting that the remuneration of the Board members be kept unchanged. According to the proposal, the Chairman of the Board of Directors will be paid EUR 45,000 per year and the other members of the Board of Directors EUR 25,000 per year. Approximately 40 percent of the above-mentioned remuneration will be paid in shares and 60 percent in cash. The shares will be transferred at the earliest after the General Meeting election and in accordance with the insider trading regulations. 

Furthermore, the Shareholders’ Nomination Board proposes that the members of the Board of Directors will be reimbursed for travel and other expenses incurred while they are managing the Company's affairs. 

Resolution on the number of members of the Board of Directors 

The Shareholders’ Nomination Board of the Company proposes to the General Meeting that the number of Board members is confirmed as four (4). 

Election of the members of the Board of Directors 

The Shareholders’ Nomination Board of the Company proposes to the General Meeting that Pertti Ervi, Antti Koskela and Jukka Tapaninen be re-elected as members of the Board of Directors and that Linda von Schantz be elected as a new member of the Board of Directors. All of the nominees have given their consent to the position and are independent of the Company and of the Company’s significant shareholders. 

Current Board member Matti Heikkonen has informed the Shareholders’ Nomination Board that he is no longer available for re-election. 

Furthermore, the Shareholders’ Nomination Board proposes that Pertti Ervi be elected as the Chairman of the Board of Directors. 

Information about the experience and previous positions of the persons proposed as members of the Board of Directors are available in their entirety on the Company’s website at www.qpr.com/company/board-of-directors. Linda von Schantz’s CV is available on the Company’s website at https://www.qpr.com/company/investors#annual-general-meeting.