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Corporate governance:commitment to transparency and value-based management

Since its foundation, QSC has consistently accorded great priority to high-quality, transparent corporate governance and has thus contributed substantially to the trust placed in the Company on the capital markets. Here, the term “corporate governance” stands for modern corporate management and supervision aimed at creating long-term value. This necessarily involves open, transparent communications with shareholders, as well as with employees, customers and suppliers, and cooperation on a basis of trust between the Company’s governing bodies.

QSC views transparency, a trust-based corporate culture and value-based corporate management as a matter of course. Consistent with this approach, the Company complies with virtually all of the recommendations made by the German Corporate Governance Code and also lives these values in its day-to-day activities. In a few cases, however, QSC deviates from the recommendations made by the government commission. These mostly involve provisions tailored too closely to the management and supervision of large corporate groups and that do not take adequate account of the circumstances at leaner stock corporations with a more entrepreneurial focus.

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Stock option plans

Since 1999, QSC 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 QSC 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 2016, the SOP 2006, SOP 2012 and SOP 2015 plans were active.

The distribution of the convertible bonds outstanding under all plans as of 31 December 2015 and 31 December 2016 is as follows:

  Number of
convertible
bonds
Weighted
average exercise
price in €
Outstanding at 31 December 2014 2,514,712 2.72
    Granted in 2015 379,000 1.80
    Forfeited in 2015 (214,000) 3.34
    Exercised in 2015 - -
Outstanding at 31 December 2015 2,679,712 2.54
    Granted in 2016 727,000 1.49
    Forfeited in 2016 (189,183) 2.60
    Exercised in 2016 (10,000) 1.98
Outstanding at 31 December 2016 3,207,529 2.30

Auditor

The annual general meeting from 24 May 2017, chose

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

as auditor and group auditor for the 2017 financial year.

KPMG AG Wirtschaftsprüfungsgesellschaft has been auditor to QSC AG since 2008. The auditors currently responsible for QSC AG are Timo Pütz (since 2012) and Ralf Klaassen (since 2016).