QPR Software Oyj — Governance Information 2012

Mar 1, 2012

March 1, 2012

Corporate Governance Statement 2011 QPR Software Plc

QPR Software Plc Tel. +358 290 001 150 Customer Care +358 290 001 155 Domicile Helsinki Huopalahdentie 24 Fax +358 290 001 151 customercare@qpr.com Business ID 0832693-7

FI-00350 Helsinki, Finland www.qpr.com VAT number FI08326937

Content:

1 Information on compliance with the Corporate Governance Code 1
2 Deviation from recommendations 1
3 Availability of the Corporate Governance Code on the Internet1
4 Composition and operations of the board and board committees 1
4.1 Composition of the Board of Directors1
5 Operations of the Board of Directors3
5.1 Charter of the Board (summary)3 5.2 Board's operations in 2011 4
6 Supervisory board 4
7 Board committees4
8 Chief Executive Offices and his duties 5
8.1 Chief Executive Officer5 8.2 The duties of the Chief Executive Officer5
9 Internal control and risk management 5
9.1 Internal Control 5 9.2 Internal control and risk management systems associated with financial
reporting6 9.3 Risk Management 6
9.3.1 Risks related to business operations7
9.3.2 Risks related to information and products8
9.3.3 Risks related to financing 8
9.3.4 Risks related to new businesses9

1 Information on compliance with the Corporate Governance Code

QPR Software Plc complies with the Corporate Governance Code effective as of 1 October, 2010.

2 Deviation from recommendations

QPR Software complies with the Finnish Corporate Governance Code with the following exception: the Board of Directors has not established any committees.

There are no separate committees, as the Board has not considered these necessary in view of the size of the Group, extent of the operations and existing monitoring systems. The Board as a whole is responsible for fulfilling the tasks of an audit committee and other committees.

3 Availability of the Corporate Governance Code on the Internet

The Finnish Corporate Governance Code is publicly available on the website of the Finnish Securities Market Association, at www.cgfinland.fi.

4 Composition and operations of the board and board committees

4.1 Composition of the Board of Directors

Vesa-Pekka Leskinen

(b.1950)

• Chairman of the Board since January 2006.
• Member of the Board since July 2003.

Mr. Vesa-Pekka Leskinen is the Chairman of the Board of Kauppamainos Oy and was the CEO of Kauppamainos from 1979 to September 2010. He is the majority owner of Kauppamainos Oy. The main area of business of Kauppamainos has been investor relations and communications, in relation to which Kauppamainos has designed and delivered nearly a hundred annual reports of various companies, participated in the preparation of tens of equity issues, and have been supporting the IPO process of more than ten companies. Mr. Leskinen has personally been involved in carrying out the investor relations and communication of public listed companies.

Vesa-Pekka Leskinen is also the founder of Quartal Oy and was the majority owner of the company until 1999. Quartal Oy is focusing on developing and delivering computerized delivery solutions and communication services, especially for the stock market and the companies having business therein. In addition, Vesa-Pekka Leskinen is a board member in Mawell Ltd and Vianaturale Oy. By education Mr. Leskinen is an undergraduate and has an MAT degree.

Mr. Leskinen held 851,400 shares of QPR Software Plc at December 31, 2011. Kauppamainos Oy, whose majority owner Mr. Leskinen is, held 475,170 shares of QPR Software Plc at December 31, 2011.

Aino-Maija Gerdt

(b. 1955)

• Member of the Board since March 2010.
• Independent member.

Mrs. Aino-Maija Gerdt is employed by Innofactor Plc with the responsibility for the global cloud service accounts and partnerships. She is a member of the Executive Board of Innofactor Group. Innofactor is one of the leading developers and providers of Internet-based programming solutions in Finland. The Company provides its own and Microsoft's software. Mrs. Gerdt is also a board member in Finnish Software Entrepreneur Association.

Prior to Innofactor Aino-Maija Gerdt worked as CEO of Frends Technology Oy from 2000 to March 2011. From 1999 to 2000 she worked in EDS Finland/Nordic as Account Executive for named strategic accounts, first in Finland and later also in Sweden and Belgium. From 1996 to 1998 she worked as Unit Manager in Siemens– Nixdorf Oy, responsible for the Industry business unit in Finland. From 1994 to 1996 Gerdt worked as Director for HR solutions in Tietonauha Oy.

Earlier Aino-Maija Gerdt has been a board member in Benefect Oy (1999–2001) and an executive management team member in the Vertical Software Solutions Fund of the Finnish Funding Agency for Technology and Innovation, Tekes (2006–2010). From 2006 to 2008 she was also the chairman for IAMCP Finland and a board member for IAMCP EMEA from 2006 to 2007 (IAMCP, International Association of Microsoft Certified Partners). Aino-Maija Gerdt holds a M.Sc. (BA) degree and has carried out MBA studies in the Aalto University School of Science and Technology.

Aino-Maija Gerdt held no shares in QPR Software Plc at December 31, 2011.

Jyrki Kontio

(b.1961)

• Member of the Board since March 2008.
• Independent member.

Mr. Jyrki Kontio is an entrepreneur in his own consulting company R & D-Ware Oy. Previously, he was Professor of Software Product Business at the Helsinki University of Technology in 2002–2007. Prior to this assignment, Kontio worked for 15 years at Nokia Corporation, serving in various software and process management leadership and research positions. He has also worked as Senior Researcher at the University of Maryland in the USA. Mr. Kontio has a Ms.Sc. degree in Business Administration and a Doctor degree in Technology.

Mr. Kontio held no shares of QPR Software Plc at December 31, 2011.

FI-00350 Helsinki, Finland www.qpr.com VAT number FI08326937

Asko Piekkola

(b.1952)

• Member of the Board since March 2003.
• Independent member.

Mr. Asko Piekkola is currently managing director and partner of AG-Partners Corporate Finance Ltd, operating in the area of business of mergers and acquisitions and assignments related to capital markets. He is also a board member in Sievo Oy.

Previously he has worked, among others, in the following listed companies: as CFO in Labsystems Oy and Spontel Oy, as a board member in Expaco Oy, Martela Oyj and Kylpyläkasino Oy and as a board member and chairman in Castrum Oyj.

Asko Piekkola has also held positions in Arctos Capital Oy and Mawell Oy as a board member and chairman, in Alexander Corporate Finance Oy (former Arctos Corporate Finance Oy) as a board member, and in several other businesses and investment companies as a board member and chairman. He holds a Ms.Sc. degree in Economics.

Asko Piekkola is also the chairman of the board in QPR's subsidiary QPR Services Oy.

Mr. Piekkola held 316,438 shares of QPR Software Plc at December 31, 2011.

5 Operations of the Board of Directors

5.1 Charter of the Board (summary)

Board meetings

• Convenes regularly at least 8 times a year according to pre-agreed schedule.
• At least one of the meetings focus on strategy in the spring and one is a budget meeting in the autumn.
• When necessary, the Chairman of the Board and CEO may call for an additional Board meeting.
• The agenda and materials shall be delivered to Board members no less than three working days before the meeting, if not otherwise agreed with the Chairman.

Material

• The monthly report shall contain the Group's actual results, result forecast, budget comparison, and commentary on the results including reasons for any significant budgetary deviations. A summary of all other important matters within Group is also included.
• All significant matters shall be informed to the Board immediately.
• Risk management report is presented to the Board in connection with quarterly financial reporting (4 times in a year).

Matters to be handled at the board meeting

Following list contains matters to be handled at the Board meetings:

• Matters specified by the Finnish Companies Act
• Approving the strategy and annual budget, and their follow-up
• Appointing and dismissing the CEO, and deciding on the terms of his/her employment
• Approving the hiring of personnel reporting directly to the CEO, and the key terms of employment for these people
• Determining the compensation principles for senior management
• Approving the incentive systems for the CEO and the personnel
• Preparing a proposal on the personnel option schemes for the Annual General Meeting and deciding on its allocation to personnel
• Reviewing and approving interim reports and financial statements
• Approving major business deals and investments as well as other decisions of key significance
• Approving the dividend distribution policy and preparing a proposal for the Annual General Meeting concerning the distribution of dividend
• Approving the investment policy
• Monitoring the implementation of internal control, internal audit and risk management
• Reviewing other matters that the Chairman of the Board and the CEO have agreed to be taken on the Board's agenda or that otherwise fall within the Board's decision-making powers under the provisions of the Companies Act, other laws, Articles of Association or other regulations.

5.2 Board's operations in 2011

QPR Board of Directors assembled 13 times during 2011. The average participation percentage was 94. The Board of Directors made a self-assessment of its operation. The Board has not established any committees.

6 Supervisory board

QPR Software Plc does not have a supervisory board.

7 Board committees

There are no separate committees, as the Board has not considered these necessary in view of the size of the Group, extent of the operations and existing monitoring systems. The Board as a whole is responsible for fulfilling the tasks of an audit committee and other committees.

8 Chief Executive Offices and his duties

8.1 Chief Executive Officer

Mr. Jari Jaakkola (born 1961) has been the Chief Executive Officer of QPR Software Plc since January 2008. He has been employed by the Company and been a Member of Executive Management Team since August 2006.

Mr. Jari Jaakkola worked from August 2006 to January 2008 as Senior Vice President, Business Operations at QPR Software Plc. Jari Jaakkola's previous experience covers leadership positions in Sonera Corporation and M-real Corporation. He also has extensive experience from positions in international advertising and PR agencies and Finnish media. Mr. Jaakkola holds a B.A. degree in journalism from Tampere University and an MBA from Henley Management College.

8.2 The duties of the Chief Executive Officer

QPR's Board of Directors appoints the CEO and decides the terms of his/her service contract. The CEO's terms of service have been agreed on in writing. The CEO is not appointed for a certain term, but is appointed indefinitely until further notice is given.

The CEO's duty is to manage the company's activities in accordance with the Finnish Companies Act and the Board of Directors' instructions and rules and to inform the Board of Directors about the development of the company's business and financial situation. The CEO is also responsible for arranging the company's day-to-day administration and ensuring that the financial administration of the company has been arranged reliably. The CEO primarily presents matters in Board meetings and is responsible for preparing proposals for Board's decisions.

9 Internal control and risk management

9.1 Internal Control

Internal control and risk management in QPR Software Plc aims to ensure that the Company operates efficiently and effectively, distributes reliable information, complies with regulations and operational principles, reaches its strategic goals and ensures continuity of its business.

It is the duty of the Board of Directors to monitor the appropriateness, effectiveness and efficiency of risk management and internal control in QPR Software Group. Risk management report covering the risks presented in the Risk Management section is presented to the Board in connection with quarterly financial reporting.

The threat caused by the risks to shareholders is used as a criterion when the Board of Directors evaluates these risks. The Board of Directors also monitors that the Company has defined operational principles for internal control and that the Company monitors the effectiveness of internal control.

9.2 Internal control and risk management systems associated with financial reporting

The ultimate responsibility for accounting and financial administration lies with QPR Software Plc's Board of Directors. The Board is responsible for internal control, and the CEO is responsible for the practical arrangements and monitoring of the control system.

The steering and monitoring of business operations is based on the reporting and business planning system covering the entire Group. The CEO and CFO give both Board and Executive Team meetings presentations of the Group's situation and development based on monthly reports.

9.3 Risk Management

Coordination of QPR Group's risk management and internal control and the related reporting is the responsibility of the Chief Financial Officer. Risk management in QPR Group is guided by the requirements of legislation, shareholders' expectations regarding business objectives and expectations among important stakeholders, such as customers and personnel.

Risk management in the Group aims systematically and comprehensively to identify risks related to the Company's operations and ensures that risks are managed and taken into account in decision-making. The Group does not have a separate risk management organization, and risk management is part of routine responsibilities throughout the organization. Risk management is developed by constantly improving operative processes in the Group.

Risks are identified by their essentiality: if actualized, the risks selected for monitoring would have a material impact on the Group's business operations.

QPR Group has identified the following four groups of risks related to its operations:

• risks related to business operations
• risks related to information and products
• risks related to financing
• risks related to new businesses

Property, operational and liability risks are covered by insurance.

QPR Software Plc's Management System has received ISO9001:2008 quality certification covering the Company's all activities. Scope of the certificate is design, marketing and delivery of software, services and solutions for Process Excellence. (The certificate does not cover subsidiaries Nobultec Ltd in Finland or OOO QPR Software in Russia).

9.3.1 Risks related to business operations

The following risks are related to QPR Software's business operations:

Country risk. The instrument used for measuring country risk is the potential loss of country-specific revenue. Risk is managed by constantly gathering market information and by having a geographically spread business.

Customer risk. The instrument used for measuring customer risk is the potential loss of annual customer revenue. Risk is managed by taking good care of every customer and reseller.

Service delivery risk. The instrument used for measuring the risk is reclamations regarding the length and quality of the delivery. Risk is managed by professional and right-timed recruitment and by internal development of project management.

Personnel risk. The instrument used for measuring personnel risk is the adequacy of competencies needed for achieving strategic targets. Risk is managed by professional recruitment, professional supervisory work and by securing possibilities for job rotation as well as for learning and growth.

Legal risk. The instrument used for measuring legal risk is the estimated total combined financial value of all legal disputes on the Company in Euros. The risk is managed by in-depth knowhow on contractual jurisprudence and by performing both ethically and according to the Company values.

Number of Strategic and Advanced Partners. The instrument used for measuring the risk is number of partners in both categories. Risk is managed by active new recruitment and by QPR Partner Program.

Financial risk. The instrument used for measuring financial risk is the forecasted operative cash flow before investments. Risk is managed by following constantly the Company's financial position (cash flow calculation and forecasts).

QPR's market and customer risks are mitigated as follows: the Company conducts business in more than 50 countries, both in public and private sectors as well as in several different business verticals. In addition, the customer benefits produced by QPR´s products and solutions are related to optimization and streamlining of operations, strategy implementation as well as risk management and compliance.

Reasonable credit risk concerning individual business partners is characteristic to any international business. QPR seeks to limit this credit risk by continuous monitoring of standard payment terms.

Risks related to Business Operations Russia

QPR monitors the following risks in the Russian subsidiary OOO QPR Software:

Country risk. The metric used for measuring country risk is the potential loss of country-specific revenue. Risk is managed by constantly gathering information from

political and economic development and by having a customer base that is spread geographically and among different industries.

Customer risk. The metric used for measuring customer risk is losing a customer. Risk is managed by good customer care and reseller support.

Personnel risk. The metric used for measuring personnel risk is adequacy of competencies needed for achieving strategic goals. Risk is managed by professional recruitment, good supervisory work and by securing possibilities for job rotation as well as for learning and growth.

Financial risk. The metric used for measuring financial risk is forecasted operative cash flow. Risk is managed by following constantly the subsidiary's financial position (cash flow calculation and forecasts).

9.3.2 Risks related to information and products

QPR Software has identified the following three risks related to information and products:

Risk related to own products. The risk is managed by securing the competitiveness of the Company's offering at all times. The Company seeks to ensure the security of products by automated virus prevention.

Intellectual Property Rights. The Company's Intellectual Property Rights (IPR) are secured by the confidentiality of the source code.

In addition, the Company aims to secure by up-to-date contract management and internal training that third-party IPRs are not used unauthorized in QPR products. The Company has a legal expense insurance.

Data security. Data security risks are related to the good confidentiality of corporate, insider and customer information. Risk is managed by ongoing internal training, keeping instructions up-to-date at all times, and by good technical protection of the Company's data network.

9.3.3 Risks related to financing

QPR Software has identified the following two financial risks:

Foreign currency risk. The instrument used for measuring foreign currency risk is the realized exchange rate fluctuation and the future outlook for it. The risk is managed by using the Euro as the primary invoicing currency and by currency hedging according to the Company's hedging policy.

The company constantly monitors how the open positions of the three biggest invoicing currencies develop.

FI-00350 Helsinki, Finland www.qpr.com VAT number FI08326937

Operative credit risk. The instrument used for measuring operative credit risk is the turnover rate of accounts receivable. Risk is managed by monitoring accounts receivable and by effective collection of bad debt.

9.3.4 Risks related to new businesses

QPR Software has identified the following two risks related to new businesses:

Growth of new business. The instrument used for measuring the risk is share of consolidated net sales. Risk is managed by the correct allocation of resources and investments.

Product development outlays to new business. The instrument used for measuring the risk is the amount of development outlays made to the new businesses in relation to the consolidated net sales.