Chief Executive Officer

An introduction of Proha CEO Ilari Koskelo, his primary working experience and other simultaneous key positions of trust will be found from the "Presentation of the Top Management" section.

In accordance with the CEO agreement, the compensation paid to the CEO is composed of an annual salary of EUR 12, a company-paid mobile phone and merit payment to be specified by the Board of Directors. The CEO agreement does not contain provisions of retirement age or pension.

The merit payment is based on targets that are connected to the profitability of the company and its sub-parts or the successful completion of a structural reorganization of the company. The merit pay cannot surpass the amount of EUR 150,000 for a time period of twelve months. The term of notice for the CEO is one month. The CEO agreement does not include any termination payment.

In 2008 the CEO was paid EUR 50,000.

Mr. Koskelo has no option rights in Proha shares.

Remuneration and other benefits of the Board of Directors

The Annual General Meeting on April 8, 2008 decided that the Chairman of the Board be paid EUR 30,000 and each Board member, at the moment of election not employed by the Proha Group or by such company which owns more than five percents of Proha's share capital and who does not exercise dominant influence over such company, to be paid EUR 20,000 per year as remuneration for board work.

All other members of the elected Board are entitled to these compensations except for Birger Flaa and Ilari Koskelo. Any remuneration for attending the Board meetings shall not be paid.

In 2008, the Board of Directors convened 16 times, the average participation percentage of the Board meetings was 92.7%.

Deviation from the Corporate Governance Recommendation 45

In accordance with Proha’s practice, a share-based bonus system may also be applied to those members of the Board who do not have an employment relationship with the company. The members of Proha’s Board of Directors participate in the option program of the company. Numbers of options are presented in the Presentation of the Board.

Auditors

The Annual General Meeting on April 8, 2008 elected Ernst & Young Oy to continue as the Company's auditor, with Ulla Nykky, APA, as the auditor in charge.

Proha Group’s auditor fees (EUR 1000)