Governance Information • Nov 16, 2023
Governance Information
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Since its formation, q.beyond AG ("q.beyond") has been committed to good corporate governance and has viewed transparency and value-driven management as essential. The company therefore implements virtually all of the recommendations included in the German Corporate Governance Code and adheres to them in its daily work. Since submitting its most recent regular Declaration of Compliance, the company has complied with the recommendations of the Government Commission "German Corporate Governance Code" in the version dated 28 April 2022 with the following exceptions and will continue to comply with these with the following exceptions:
In q.beyond's opinion, the recommendation made in the German Corporate Governance Code does not specify clearly enough which relationships of a candidate must be disclosed and the extent to which such disclosures are required to be made for proposed elections at the Annual General Meeting in order to comply with the recommendation. In the interests of legal certainty with respect to future elections to the Supervisory Board, the Management Board and Supervisory Board have decided to declare a divergence from the recommendation, q.beyond believes that the existing disclosure requirements set out in § 124 (3) and § 125 (1) AktG are sufficient to meet the informational needs of shareholders and will, at an appropriate date, investigate and decide - voluntarily and without binding itself to the Code's recommendation - whether to disclose additional information about candidates proposed for election at the Annual General Meeting.
According to Recommendation G.12, if the contract of a management board member is terminated, the disbursement of any remaining variable remuneration components which are attributable to the period until contract termination should be based on the originally agreed targets and comparison parameters, and on the due dates or holding periods stipulated in the contract. As already disclosed in the updated Declaration of Compliance dated 7 December 2022, upon the amicable termination of the activity of Chief Executive Officer Jürgen Hermann as of 31 March 2023 it was agreed that the prorated target amount of those short-term and long-term components of variable remuneration (STI and LTI) attributable to his activity on the Management Board in the period 1 January to 31 March 2023 would be prematurely disbursed. Recommendation G.12 was thus not complied with in this respect.
The corresponding target agreements were also waived for the aforementioned three-month period of remuneration, as a result of which a formal divergence from Recommendation G.7 Sentence 1 ("Referring to the forthcoming financial year, the Supervisory Board shall establish the performance criteria for each
Management Board member covering all variable remuneration components; besides operating targets, the performance criteria shall be geared mainly towards strategic goals.") may be assumed. As a precautionary measure, the Management and Supervisory Boards therefore declare that Recommendation G.7 Sentence 1 was also not complied with in this respect.
In view of the amicable nature of the departure, the Supervisory Board is of the opinion that the settlement of prorated variable remuneration for the period 1 January to 31 March 2023 to the extent outlined above is legitimate and in particular that it takes due account of the reduced influence of the retired Management Board member. Given the envisaged disbursement at the target amount, there were also no longer any grounds to conclude an underlying target agreement. With regard to other components of variable remuneration, the existing agreements in the Management Board contract continue to apply.
Further details will be disclosed in the current remuneration report compiled in accordance with statutory requirements.
On behalf of the Management Board
Thies Rixen
On behalf of the Supervisory Board
Dr. Bernd Schlobohm
q.beyond AG Zentrale Richard-ßyrd-Straße 4 • 50829 Köln [email protected] • www.qbeyond.de HRB-Nummer 28281, Amtsgericht Köln Vorstand Thies Rixen (Vorsitzender), Nora Wolters

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