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QSC AG

Governance Information Feb 1, 2020

343_cgr_2020-02-01_54df6aa4-689f-4750-8ba9-e5f2cba58946.pdf

Governance Information

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Corporate Governance Statement

pursuant to §§ 289f, 315d HGB Corporate Governance Report 2020

Contents

Basic Disclosures on Corporate Governance 01–03

  • 01 Disclosures on the Company and the Group
  • 01 Declaration in Respect of the German Corporate Governance Code (Declaration of Compliance)

04–06

Management Board

  • 04 Composition and Requirements Profile
  • 05 Diversity Pursuant to § 76 (4) and § 111 (5) AktG
  • 05 Mode of Operation and Company Management
  • 06 Cooperation with the Supervisory Board
  • 06 Remuneration System

Supervisory Board 07–12

  • 07 Members and Diversity
  • 07 Updated Competence Profile
  • 11 Mode of Operation of the Supervisory Board and its Committees
  • 12 Remuneration of Supervisory Board Members

Company Reporting and Audit 13

  • 13 External Financial Reporting and Sustainability Report
  • 13 Audit

Shareholders and Annual General Meeting 14–15

  • 14 Shareholder Structure
  • 14 Financial Market Communications
  • 14 Annual General Meeting

Basic Disclosures on Corporate Governance

Disclosures on the Company and the Group

q.beyond AG ("q.beyond") is a publicly listed stock corporation governed by German law and is entered in the Commercial Register of Cologne District Court under number HRB 28281. The framework for managing the IT service provider is therefore set by the requirements of German law, the provisions of the German Corporate Governance Code (hereinafter "the Code" or "DCGK") and the company's Articles of Association www.qbeyond.de/satzung (only available in German).

q.beyond has a dual management structure. The Management Board manages the company under its own responsibility while the Supervisory Board appoints, supervises and advises the Management Board. Members of both boards are bound solely by the company's interests and work together constructively and on a basis of trust.

q.beyond has its domicile in Cologne and a second major location in Hamburg. It pools a large share of its operating business in its "Cloud & IoT" and "SAP" segments. Since the end of July 2020, q.beyond has had a new subsidiary, the wholly owned software engineering specialist Incloud Engineering GmbH. Further subsidiaries operate in the colocation business and in development.

Declaration in Respect of the German Corporate Governance Code (Declaration of Compliance)

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. Consequently, the company implements nearly all of the recommendations set forth in the German Corporate Governance Code and adheres to them in its daily work.

On 25 November 2020, the Management and Supervisory Boards of q.beyond submitted the following Declaration of Compliance pursuant to § 161 of the German Stock Corporation Act (AktG):

"Since submitting its previous Declaration of Compliance, the company complied with the recommendations of the Government Commission "German Corporate Governance Code" in the version dated 7 February 2017 ("DCGK 2017"), with the following exceptions:

• No agreement regarding a deductible in the D&O insurance for members of the Supervisory Board (§ 93, Paragraph 2 AktG) (DCGK 2017: Item 3.8, Paragraphs 2 and 3)

We implement virtually all recommendations made by the German Corporate Governance Code and live them in our daily work.

q.beyond complied with the recommendation made by DCGK 2017 in that the D&O insurance policy for Supervisory Board members included a deductible of 10 percent of the respective damages per damage event. However, and contrary to the recommendation, the liability per year was capped at 100% of the fixed annual remuneration of the Supervisory Board members, since q.beyond did not deem it appropriate for the deductible to exceed their annual remuneration.

• Management Board does not consist of several members; no taking into account of diversity in composition of Management Board (DCGK 2017: Item 4.2.1 and Item 5.1.2, Paragraph 1, Sentence 2)

Since 1 January 2020, the Management Board has consisted and continues to consist of only one member. The company's organisational structure allows it to be efficiently managed by just one Management Board member. The Management Board is supported by an extended group of senior managers which regularly holds joint meetings with the Management Board. The Supervisory and Management Boards do not deem it necessary to appoint further members to the Management Board. The appointment of just one Management Board member means that it is not possible to account for diversity considerations.

• No regular limit set for length of Supervisory Board membership (DCGK 2017: Item 5.4.1, Paragraph 2, Sentence 2)

The Supervisory Board of q.beyond compiled a competence profile for the board as a whole and set specific targets for its composition that were consistent with the recommendations made in Item 5.4.1 of the Code with the exception of the requirement to set a regular limit for the length of Supervisory Board membership. The Supervisory Board was and is of the opinion that it would not be in the company's best interests to set an advance limit on the length of individual board membership. It is basically desirable that the Supervisory Board should change its composition at certain intervals; on the other hand, the company should also be able to draw to an appropriate extent on the expertise of experienced Supervisory Board members.

• No disclosure of personal and business relationships of every candidate with the company, the governing bodies of the company, and any shareholders with a material interest in the company in election proposals to the Annual General Meeting (DCGK 2017: Item 5.4.1, Paragraphs 6 to 8)

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 contained in § 124, Paragraph 3 Sentence 4 and in §125, Paragraph 1 AktG are sufficient to meet the informational needs of the 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.

The company will in future comply with the recommendations of the Government Commission "German Corporate Governance Code" in the version dated 16 December 2019 ("DCGK 2019") and published in the Federal Gazette (Bundesanzeiger) on 20 March 2020, with the following exceptions:

• No taking into account of diversity in composition of Management Board (DCGK 2019 B.1)

The comments above in respect of DCGK 2017 Item 5.1.2, Paragraph 1, Sentence 2 apply accordingly.

• No disclosure of personal and business relationships of every candidate with the company, the governing bodies of the company, and any shareholders with a material interest in the company in election proposals to the Annual General Meeting (DCGK 2019 C.13)

The comments above in respect of DCGK 2017 Item 5.4.1, Paragraphs 6 to 8 apply accordingly.

• New recommendations in respect of Management Board remuneration will be complied with in future (DCGK 2019 G.1 to G.16)

The Supervisory Board has reviewed the existing remuneration system for the Management Board and adopted a new Management Board remuneration system pursuant to §87a AktG. This fully complies with the recommendations made in DCGK 2019 G.1 to G.16 and will be presented to the 2021 Annual General Meeting for approval. The current contract with the (sole) Management Board member nevertheless does not comply with all recommendations made in DCGK 2019 G.1 to G.16. According to DCGK 2019, changes to the Code do not have to be factored into existing Management Board contracts. If they are to be complied with, such changes only require inclusion in existing Management contracts when such are extended at a time subsequent to the new DCGK 2019 taking effect."

In addition to the current Declaration of Compliance, earlier versions are also available on our website www.qbeyond.de/en/declaration-of-compliance.

Management Board

Cooperation and Requirements Profile

The Management Board currently comprises one person: Jürgen Hermann. His curriculum vitae can be found at www.qbeyond.de/en/vita/jhermann. He was first appointed to the Management Board in 2009 as CFO and then in 2013 as CEO. The contract with Jürgen Hermann was mostly recently extended in February 2021 for the period until March 2024.

q.beyond's operations are managed by a five-member management team that meets regularly. Alongside the CEO, this includes the managers responsible for the company's two segments, for product and portfolio management, for innovation management and for finance. This organisational structure makes it possible to manage the company efficiently. From the perspective of the Supervisory Board and the Management Board, there is therefore currently no need to appoint further Management Board members.

Consistent with legal requirements, the Supervisory Board first adopted its diversity concept for the Management Board in early 2018. As the Management Board now comprises only one person, it is currently not possible to account for diversity. In the 2020 calendar year, the Supervisory Board nevertheless adopted a requirements profile on which to base its identification of suitable candidates for a Management Board position in future.

Together with the Management Board, the Supervisory Board ensures that there is long-term succession planning. In identifying candidates for any Management Board position becoming vacant, the Supervisory Board will particularly account for the following aspects:

  • The Management Board member should have the knowledge, skills and professional expertise necessary to properly perform his or her duties. It should therefore be ensured that the Management Board member has the following skills and experience:
  • The Management Board member should be familiar with the business fields of Cloud, SAP and the Internet of Things, and here in particular with the market environment, customer needs (especially at small and medium-sized enterprises) and the market segment in which q.beyond AG operates.
  • The member should have knowledge of the capital market and financing.
  • The member should have specialist knowledge of accounting or auditing.
  • The member should have a track record of management experience at a small or medium-sized enterprise.
  • In respect of the share of women on the Management Board, the Supervisory Board has set targets and deadlines by which these should be met pursuant to § 111 (5) AktG, which are set out below.
  • As a general rule, only persons who are younger than 65 should be members of the Management Board. The age of the Management Board member should therefore be taken into account when determining the length of appointment.

The Supervisory Board bases its decision as to which person should be selected to hold the Management Board position on the company's best interests and takes due account of all circumstances pertaining to the individual case. At regular intervals, it reviews whether the Management Board members satisfy the aforementioned criteria and whether the targets set out in the requirements profile are still appropriate.

In the opinion of the Supervisory Board, the sole current member of the Management Board is suitably qualified in respect of all specialist skills and personal qualities. As a result, the criteria set out in the requirements profile are satisfied.

Diversity Pursuant to §76 (4) and §111 (5) AktG

Given that only one Management Board member is appointed, it is currently not possible to account for diversity in the Management Board. The women's quota therefore amounts to 0% and is consistent with the Supervisory Board target. The Supervisory Board regularly reviews this target, which is still valid until 30 June 2022.

In identifying suitable candidates for management positions, the Management Board takes due account of diversity within the possibilities available to a company which focuses on IT. Consistent with legal requirements, it has set targets for the share of women in the two management levels below the Management Board. These targets each amount to 15% by 30 June 2022. Following the departure of one senior female manager during the year, women accounted for 0% of the first management level and 14% of the second management level at the end of 2020. The Sustainability Report due to be published by the end of April 2021 will provide information about the initiatives taken and progress made in promoting diversity at the company.

Mode of Operation and Company Management

The Management Board manages the company under its own responsibility. The Supervisory Board has issued Rules of Procedure for the Management Board, which can be found at www.qbeyond.de/ vorstand/geschaeftsordnung (only available in German). The Management Board develops the company's strategy, coordinates it with the Supervisory Board and ensures its implementation.

The management of the company is based on a system of shared values, the main contents of which can be found under www.qbeyond.de/en/code-of-conduct. Our Code of Conduct is binding for the Management Board and for all employees and is also expected to shape business dealings with third parties. The Management Board ensures that all provisions of law and internal policies are complied with, for example, by issuing policies and work instructions, and endeavours to achieve compliance with such at the company.

To this end, the Management Board draws above all on a compliance management system based on the company's risk system, the basic features of which we disclose each year in the Sustainability Report www.qbeyond.de/en/ir-publications. The Management Board regularly addresses this topic, as do the Supervisory Board and its committees. These discussions generate major impetus for enhancing the existing management systems on an ongoing basis. An electronic whistleblowing system enables employees and third parties to provide tip-offs of any violations of the law at the company in a protected manner.

An effective internal control and risk management system ensures that risks arising from the company's business activities are managed responsibly. The risk report in the Annual Report provides extensive information about this system, as well as about existing risks and the measures taken to limit these.

Cooperation with the Supervisory Board

The Management Board and the Supervisory Board cooperate on a basis of trust to the benefit of the company. They cultivate a culture of open discussion. The Management Board informs the Supervisory Board regularly, promptly and comprehensively of all issues important to the company with regard to strategy, planning, business development, and to its risk situation, risk management and compliance. In this, it addresses deviations in the current business development from the budgets and agreed targets, indicates the reasons for any such deviations and, if requested, provides the Supervisory Board with additional information.

The Rules of Procedure for the Management Board require Supervisory Board approval to be obtained prior to the conclusion of any major business transactions, such as the adoption of annual planning and major investments, acquisitions and financing measures. These Supervisory Board decisions are discussed in detail in the committees and by the full Supervisory Board.

Remuneration System

The remuneration report in the Annual Report www.qbeyond.de/en/ir-publications provides extensive information about key features of the remuneration system at q.beyond, as well as about the level and structure of Management Board remuneration.

In autumn 2020, the Supervisory Board reviewed the existing Management Board remuneration system and adopted a new system pursuant to § 87a AktG. The newly designed remuneration system complies with all recommendations made in the DCGK 2019 (G.1 to G.16) and will be presented to the 2021 Annual General Meeting for approval.

Consistent with legal requirements, we will compile and publish a separate joint remuneration report for the Management and Supervisory Boards for the first time for the 2021 financial year and also submit this for approval by the 2022 Annual General Meeting.

Supervisory Board

Members and Diversity

Pursuant to the Articles of Association, the Supervisory Board comprises six members. Consistent with the requirements of the German Codetermination Act (MitbestG), two thirds of Supervisory Board members are elected by shareholders and one third by employees. In July 2018, the Annual General Meeting confirmed the four existing shareholder representatives on the Supervisory Board with large majorities. The employees had already selected their representatives in advance. As one of the employee representatives had since left the company in connection with the Plusnet sale, a substitute member already elected in the 2018 financial year joined the Supervisory Board as of 1 July 2019.

The term in office of the overall Supervisory Board expires upon the conclusion of the Annual General Meeting approving the actions of the Supervisory Board for the 2022 financial year.

Updated Competence Profile

On 25 November 2020, the Supervisory Board updated the competence profile adopted in the 2017 calendar year as follows:

"With due consideration of its own size (six members), the business field in which the company operates, its size and structure, the national focus of its activities and its public listing and current ownership structure, the Supervisory Board aims to achieve a composition which ensures it can provide the Management Board with suitably qualified supervision and advice. The Supervisory Board should be composed such that its members collectively possess the knowledge, skills and professional expertise required to properly perform their duties. The knowledge, skills and professional expertise of individual Supervisory Board members should complement each other in such a way as to ensure that adequate specialist expertise is available at all times for the activities of the Supervisory Board per se and for each material company division. This should guarantee on a permanent basis that the company's activities can be professionally and efficiently supervised and the Management Board accompanied in an advisory capacity.

Each Supervisory Board member should satisfy the following criteria:

  • Entrepreneurial and /or business experience
  • The ability to assess the correctness, economic viability, expedience and lawfulness of business decisions requiring evaluation and the documents pertaining to the annual financial statements, if need be with assistance from the auditor
  • The willingness and ability to make a suitable commitment to the work involved

As a general rule, only candidates who are younger than 75 should be proposed for election to the Supervisory Board.

The Supervisory Board as a whole should collectively possess the specialist knowledge required to supervise the business activities of q.beyond AG. It should therefore be ensured that the skills listed below are at least available in individual Supervisory Board members:

  • The Supervisory Board as a whole must collectively be familiar with the business fields of Cloud, SAP and the Internet of Things, and here in particular with the market environment, customer needs and market segment in which q.beyond AG operates. At least two Supervisory Board members should therefore have extensive experience of these business fields.
  • At least one member of the Supervisory Board must have specialist expertise in the fields of accounting or auditing.
  • At least one member of the Supervisory Board should have in-depth knowledge of the German SME sector.

In respect of its shareholder representatives, the Supervisory Board should include an appropriate number of independent members as defined in Recommendation C.6 of the German Corporate Governance Code in its version dated 16 December 2019 (DCGK 2019). Within the meaning of this recommendation, a Supervisory Board member is considered independent if he or she is independent from the company and its Management Board, and independent from any controlling shareholder.

The Supervisory Board therefore stipulates that more than half of the shareholder representatives should be independent from the company and its Management Board. According to the definition provided in Recommendation C.7 DCGK 2019, a Supervisory Board member is independent from the company and its Management Board when he or she has no personal or business relationship with the company or its Management Board that may cause a substantial and not merely temporarily conflict of interest. In assessing the independence of its members, the

Supervisory Board considers whether the Supervisory Board member or a close family member of such:

  • Was a member of the company's Management Board in the two years prior to the appointment
  • Currently is maintaining or has maintained a material business relationship with the company or one of the entities dependent upon the company (e.g. as customer, supplier, lender or advisor) in the year up to his or her appointment, directly or as a shareholder, or in a leading position of a nongroup entity
  • Is a close family member of a Management Board member, or
  • Has been a member of the Supervisory Board for more than 12 years.

The Supervisory Board further stipulates that at least two shareholder representatives should be independent from any controlling shareholder. According to Recommendation C.9 DCGK 2019, a Supervisory Board member is independent from the controlling shareholder if he or she, or a close family member, is neither a controlling shareholder nor a member of the executive governing body of the controlling shareholder, and does not have a personal or business relationship with the controlling shareholder that may cause a substantial and not merely temporary conflict of interest.

Each member of the Supervisory Board should be able to make sufficient time available to discharge his or her duties and take due account of the limit on the number of mandates made in Recommendations C.4 and C.5 DCGK 2019. A Supervisory Board member who is not a member of any Management Board of

a publicly listed company should not accept more than five Supervisory Board mandates at non-group listed companies or comparable functions, with an appointment as Chair of the Supervisory Board being counted twice. Members of the Management Board of a publicly listed company should not have, in aggregate, more than two Supervisory Board mandates in non-group listed companies or comparable functions, and should not accept the Chairmanship of a Supervisory Board in a non-group listed company.

Supervisory Board members should not be members of governing bodies of or exercise advisory functions at significant competitors of the company, and should not hold any personal relationships with a significant competitor.

The participation of women is basically viewed as a joint responsibility on the part of shareholder and employee representatives alike. Women should account for at least 16.6% of the Supervisory Board members. This target should be reached in the period to 30 June 2022. As the Supervisory Board does not have any influence on the election of employee representatives, the shareholder representatives assume responsibility for accounting for this target when compiling the list of candidates to be proposed to the Annual General Meeting for election as shareholder representatives.

The Supervisory Board should not include more than two former members of the Management Board of q.beyond AG.

In preparing and adopting its selection of candidates to be proposed to the Annual General Meeting for election as Supervisory Board members, the Supervisory Board will be guided in each case by the company's best interests. The objectives concerning the suitable participation of women and the age limit

Women make up one third of our Supervisory Board. We therefore comply with legal requirements and our self-imposed targets.

are therefore subject to the proviso that the other targets must be met at all times and that suitably qualified candidates are available to assume a position on the Supervisory Board when required. The Supervisory Board regularly reviews the objectives listed above."

In its current composition, the Supervisory Board meets all of the requirements listed above. Its members collectively possess the knowledge, skills and professional expertise required to properly perform their duties.

With the shareholder representatives Ina Schlie, Dr. Frank Zurlino and Dr. Bernd Schlobohm, the board has three members who are independent from the company and the Management Board. Ina Schlie, the former long-standing head of the group tax department at SAP, also has the expertise called for in the fields of accounting and auditing.

In May 2013, Dr. Schlobohm moved directly from his position as CEO to the Supervisory Board without observing a two-year cooling-off period. More than seven years later, however, the Supervisory Board does not see any indication that, as a former member of the Management Board, he may still be subject to any conflict of loyalty or roles that would give rise to any substantial and not merely temporary conflict of interests. The fact that Dr. Schlobohm is a shareholder in QS Communication Verwaltungs Service GmbH and IN-telegence GmbH, which maintain business relationships with q.beyond AG at present and did so in the past, also does not counter this assessment. The business relationship in question is not "material" in the meaning of Recommendation C.7 DCGK 2019, and that neither from the perspective of q.beyond nor that of Dr. Schlobohm. In the opinion of the Supervisory Board, this business relationship

certainly does not create the risk of any substantial and permanent conflict of interest on the part of Dr. Schlobohm that could impair his ability to discharge his Supervisory Board duties independently.

Given their shareholdings in q.beyond AG, the existence of a voting and pooling agreement between them and the current scale of their shareholdings as a proportion of capital represented at Annual General Meetings, Gerd Eickers and Bernd Schlobohm are both controlling shareholders themselves and thus cannot be viewed as Supervisory Board members that are independent from the controlling shareholder. By contrast, Ina Schlie and Dr. Zurlino are to be viewed as independent from the controlling shareholder.

The Supervisory Board includes only two former Management Board members, namely Dr. Bernd Schlobohm and Gerd Eickers. Two of its members are women. With a women's quota of 33%, the Supervisory Board meets its self-imposed target and the legal requirement in this point as well. Upon the most recent Supervisory Board elections in July 2018, all candidates were younger than 75 years. The Supervisory Board already checked in advance that each candidate had sufficient time available to discharge their duties in the Supervisory Board and its committees.

As called for by the Code, we also publish the curricula vitae (CVs) of candidates, which provide information on the relevant knowledge, skills and professional experience of the candidates. These CVs can be viewed on q.beyond's Investor Relations (IR) website at www.qbeyond.de/en/supervisory-board and are updated whenever necessary and at least once a year. They also include information about the length of membership in the Supervisory Board and about members' other mandates.

Mode of Operation of the Supervisory Board and its Committees

The Supervisory Board holds at least four scheduled meetings a year, as well as unscheduled meetings convened when required, and also regularly meets without the Management Board. It appoints and dismisses members of the Management Board, supervises and advises the Management Board in its management of the company and is involved in all decisions of fundamental significance. The Rules of Procedure for the Supervisory Board can be viewed on the company's website www.qbeyond.de/ aufsichtsrat/geschaeftsordnung (only available in German). Where required by law and / or the Rules of Procedure for the Management Board, related party transactions may only performed with the prior approval of the Supervisory Board.

The Supervisory Board Chair is elected by the Supervisory Board from among its members. He coordinates the activities of the Supervisory Board and represents its interests externally. Where necessary, he is also available to discuss Supervisory Board-related issues with investors. The Management Board informs the Supervisory Board Chair without undue delay of major events that are of material importance for the assessment of the company's status and performance and for the management of the company. In such event, the Chair informs the Supervisory Board and, if required, convenes an extraordinary Supervisory Board meeting. Between Supervisory Board meetings, the Supervisory Board Chair is in regular contact with the Management Board in order to discuss with him issues of strategy, business development, the risk situation, risk management and compliance.

Unless otherwise stipulated by law or the Articles of Association, the Supervisory Board and its committees adopt resolutions by a simple majority vote.

Supervisory Board committees

Nomination Committee HR Committee Audit Committee Strategy Committee
Gerd Eickers (Chair) Dr. Bernd Schlobohm (Chair) Ina Schlie (Chair) Dr. Bernd Schlobohm (Chair)
Dr. Frank Zurlino Gerd Eickers Dr. Bernd Schlobohm Dr. Frank Zurlino
Martina Altheim Dr. Frank Zurlino

Four committees – the Nomination, Human Resources, Audit and Strategy Committees – were in place throughout the past financial year. The Human Resources, Audit and Strategy Committees regularly report to the full Supervisory Board on their activities and prepare draft versions of its resolutions where appropriate. In the case of the Nomination Committee, this only applies to the extent that new elections to the Supervisory Board are pending. The members of the individual committees are presented in the overview on Page 11.

The Supervisory Board Report, which forms part of the Annual Report, provides information about the work performed by the committees and the full Supervisory Board. This report also includes disclosures as to how many meetings of the Supervisory Board and its committees were attended by individual members. Each Supervisory Board member discloses any conflicts of interest that might arise in accordance with the recommendations made in the DCGK. No conflicts of interest arose in the year under report.

D&O insurance cover is concluded for all members of the Supervisory Board. As called for by the Code, this include a deductible of 10% of total damages. Liability per year is nevertheless capped at 100% of the fixed annual remuneration paid to Supervisory Board members, as q.beyond does not deem it appropriate for the deductible to exceed this amount. Furthermore, the company has a loss liability insurance policy which also covers Supervisory Board members.

As provided for by the Code, members of the Supervisory Board take responsibility for undertaking any training or professional development measures necessary to fulfil their duties. The company provides them with appropriate support in this respect.

Remuneration of Supervisory Board Members

Consistent with the provisions of the Articles of Association, each member of the Supervisory Board receives fixed annual remuneration of € 35k payable after the end of the financial year. The Chair and his or her Deputy receive € 70k and € 50k respectively. In addition to remuneration for their duties on the Supervisory Board, each Supervisory Board member receives separate remuneration of € 5k for their activities in any Supervisory Board committee (except the Nomination Committee). Committee chairs receive € 10k. Members sitting on several committees nevertheless receive a maximum total of € 25k for their committee activities. Supervisory Board members sitting on the Supervisory Board or a committee for only part of a given financial year received prorated remuneration. Furthermore, remuneration is halved for members who have not attended at least 75% of the Supervisory Board and / or committee meetings.

Further disclosures about the remuneration of all Supervisory Board members can be found in the annual remuneration report, which forms part of the Annual Report.

Company Reporting and Audit

External Financial Reporting and Sustainability Report

As well as the consolidated financial statements included in the Annual Report, our company also publishes a half-year financial report and two quarterly statements each year. External financial reporting is based on International Financial Reporting Standards (IFRS). The separate financial statements of q.beyond AG, which are also published, are prepared in accordance with the German Commercial Code (HGB).

Furthermore, in a separate Sustainability Report we inform the public about ways in which our company meets its economic, ecological and social responsibilities. This report meets the requirements placed in non-financial declarations by § 289c–e and § 315c HGB.

The dates of publication are communicated well in advance in the financial calendar on our IR website www.qbeyond.de/en/financial-calendar.

Audit

The external auditors support the Supervisory Board and its Audit Committee in monitoring the management, particularly in relation to the review of the accounting and the monitoring of the accountingrelated control and risk management systems. The external auditors' audit opinion, which is part of the Annual Report, informs the capital market about the correctness of accounting.

The Supervisory Board has arranged with the external auditors elected by the Annual General Meeting that they should inform it without undue delay about all findings and issues of importance for its tasks which come to their knowledge during the performance of the audit. The external auditors would also inform the Supervisory Board and note it in the audit report if, during the performance of the audit, they identify any facts that indicate an inaccuracy in the Declaration of Compliance with the Code issued by the Management Board and Supervisory Board.

The Supervisory Board Audit Committee conducts an evaluation of the quality of the audit on a regular basis.

Shareholders and Annual General Meeting

Shareholder Structure

The issued capital of q.beyond AG amounted to € 124.5 million as of 31 December 2020 and was divided into 124,472,487 no-par registered ordinary shares. The company's two founders, Gerd Eickers and Dr. Bernd Schlobohm, each hold 12.67% of these shares. Neither individual has sold any shares since the company's IPO in 2000. They have rather acquired further shares on several occasions via the stock market. 74.66% of the shares are in free float.

The Annual Report includes a separate chapter which provides information about q.beyond's shares.

Financial Market Communications

We inform our shareholders and third parties in particular by making the consolidated financial statements and group management report publicly accessible within the 90-day deadline from the end of the financial year, by publishing a separate Sustainability Report and with interim financial information. The half-year financial report and the quarterly statements are published within 45 days from the end of the reporting period. Moreover, whenever we make material new facts available to financial analysts and similar addressees we also disclose the same information without undue delay to all shareholders.

We also use our website to report promptly on all further developments of relevance for the capital market. All documents relating to the Annual General Meeting are published at www.qbeyond.de/en/agm.

One aspect of transparent communications involves providing prompt information about any purchase or sale of q.beyond shares by Management or Supervisory Board members or parties closely related to such. We publish transactions of this nature on our website www.qbeyond.de/en/shareholder-structure. In the past year, members of the Management and Supervisory Boards reported only purchase transactions. No notifications of sales were received.

Annual General Meeting

The most important event for the company's dialogue with its shareholders is the Annual General Meeting, which adopts resolutions in particular on the appropriation of net profit, approves the actions of the Management Board and the Supervisory Board by way of discharge, and elects the shareholder representatives to the Supervisory Board as well as the external auditors. Furthermore, the Annual General Meeting also adopts resolutions on the company's legal principles, and in particular on amendments to its Articles of Association, corporate actions, intercompany agreements and transformations. At regular intervals, it also adopts resolutions on the approval of the Management Board remuneration system. Shareholders not able to participate can have their

voting rights exercised by a proxy holder of their choice or by a voting proxy required to vote in line with their instructions. The Chair of the Meeting ensures that the meeting progresses efficiently.

In light of the coronavirus pandemic, in the 2020 financial year we drew on the option provided by lawmakers to hold a virtual Annual General Meeting and thus protect the health of our shareholders, guests, service providers and company participants. The next Annual General Meeting on 12 May 2021 will also be held without physical attendance by shareholders and their authorised representatives. We will rather offer a live stream of the event once again and make the presentation by our CEO permanently available in text and video form on our website www.qbeyond.de/en/agm. At this Annual General Meeting, shareholders will be asked to vote on the remuneration systems for the Management and Supervisory Board for the first time since the entry into effect of the German Act on the Transposition of the Second Shareholder Rights Directive (ARUG II).

In the course of the year, the company maintains its dialogue with shareholders above all at roadshows and in one-to-one talks, some of which at capital market conferences organised by banks. Conference calls held on the days the quarterly results are published also ensure that all interested parties receive up-to-date information. The respective presentations, as well as recordings of the comments made by members of the Management Board, are made available to all shareholders.

We use our website to keep all interested parties promptly informed about all events relevant to the capital market.

For further information: www.qbeyond.de

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