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Corporate governance:commitment to transparency and value-based management

q.beyond AG (q.beyond) has always been committed to good corporate governance and has consistently accorded priority to transparency and value-driven management. It therefore implements virtually all of the recommendations made by the German Corporate Governance Code and adheres to them in its daily work. In the following pages you can find extensive information about all aspects of corporate governance at q.beyond and about the actions and composition of the Management and Supervisory Boards.

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Stock option plans

Since 1999, q.beyond has incepted a total of eight stock option plans providing for the issue of convertible bonds with a nominal amount of € 0.01 each to employees, Management Board members, advisors and suppliers. Convertible bonds are allocated by the Management Board, which requires the consent of the Supervisory Board for allocations to advisors and suppliers. The Supervisory Board alone decides on allocations to members of the Management Board of q.beyond AG.

Participants in these plans are entitled to subscribe convertible bonds in return for payment of the nominal amount of € 0.01 and to convert each convertible bond into a no-par registered share in return for payment of the exercise price. The exercise price for the convertible bond corresponds to the stock market price of the share on the issue date. The convertible bonds have an eight-year term and are subject to a four-year lockup period following subscription. As of the balance sheet date on 31 December 2019, the SOP 2012 and SOP 2015 plans were active.

The distribution of the convertible bonds outstanding under all plans as of 31 December 2019 and 31 December 2020 is as follows:

  Number of
convertible
bonds
Weighted
average exercise
price in €
Outstanding at 31 December 2018 3,564,329 2.20
    Newly issued in 2019 - -
    Lapsed in 2019 (1,062,829) 2.53
    Exercised in 2019 - -
Outstanding at 31 December 2019 2,501,500 2.06
    Newly issued in 2020 - -
    Lapsed in 2020 (93,500) 2.26
    Exercised in 2020 (300,000) 1.13
Outstanding at 31 December 2020 2,108,000 2.18

Auditor

The annual general meeting from 20 May 2020, chose

KPMG AG Wirtschaftsprüfungsgesellschaft,
with registered office in Berlin and branch in Cologne,

as auditor and group auditor for the 2020 financial year.

KPMG AG Wirtschaftsprüfungsgesellschaft has been auditor to q.beyond AG since 2008. The auditors currently responsible for q.beyond AG are Charlotte Salzmann (since 2017) and Michael Gall (since 2018).