Scientific Learning (SCIL)

Proposal 1
ELECTION OF DIRECTORS

Our Board of Directors is presently composed of nine members. The term of office of all directors expires at the 2009 meeting.

Of the nominees for election at this meeting, all are currently directors. D. Andrew Myers is our President and Chief Executive Officer and was elected to the Board in February 2009. Jeffrey D. Thomas was elected as a director in November 2008. Mr. Thomas was introduced to us by Trigran Investments, our largest stockholder. Mr. Myers and Mr. Thomas were elected by our Board to fill vacancies in our Board. The other seven directors nominated for election were previously elected by the stockholders. If elected at the Annual Meeting, each of the nominees will serve until the 2010 annual meeting and until his or her successor is elected and qualified, or until such director’s earlier death, resignation or removal.

Except as otherwise required by applicable law, vacancies on the Board may be filled only by a majority of the remaining directors. A director elected by the Board to fill a vacancy (including a vacancy created by an increase in the number of directors) shall serve until the next annual meeting and until such director’s successor is elected and qualified.

Our policy is to invite all directors to attend the Annual Meetings of the stockholders, but their attendance is not required. Mr. Bowen and Mr. Myers were the only directors who attended the 2008 Annual Meeting. Historically, few if any stockholders other than employees have attended the Annual Meeting in person.

Set forth below is biographical information for each person nominated and each person whose term of office as a director will continue after the Annual Meeting, with ages shown as of March 31, 2009.