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Members of the Management Board

CHIEF EXECUTIVE OFFICERJÜRGEN HERMANN

Jürgen Hermann (born in 1964) studied Economics at the University of the Federal Armed Forces Hamburg. After his studies, he continued his leadership career as an officer in the German Army Signal Corps.

He then served in an executive capacity in the strategy department of Thyssen Telecom AG. In 1997, he joined consulting firm QS Communication Service GmbH. Following QSC AG’s initial public offering in April 2000, as head of the finance department he was responsible for helping to shape the entire build-up of the company. In April, 2009 Jürgen Hermann was appointed as QSG AG's Chief Financial Officer.

He was appointed as Chief Executive Officer effective May 30, 2013, and has since then been responsible for strategy, innovation and communication, in particular.

STEFAN A. BAUSTERTMEMBER OF THE BOARD / CFO

Stefan A. Baustert (born 1956) completed a bank training program before studying business administration at the University of Saarland/Germany (degree in business administration) and at Pennsylvania State University (Master of Science).

He began his career in 1986 in the finance department at Thyssen AG, where he was ultimately responsible for cash and capital market measures, investor relations and structured finance. He subsequently helped build up the Thyssen Group’s telecommunications division, acting as CFO at Thyssen Telecom AG through to 1997. In 1997, he moved to the management at E-Plus. Following this company’s sale to KPN, in early 2003 Baustert joined Singulus Technologies AG, initially as CFO and later as CEO. From 2011 to 2013 he was Commercial Director at Rena GmbH.

Stefan A. Baustert has been CFO at QSC AG since January 1, 2015. Alongside finance and accounting, he is also responsible for HR, internal IT, central procurement and investor relations.

Management Board compensation for 2016

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Total Management Board compensation for the 2016 financial year came to € 1,973k, as against € 1,182k in the previous year.

The year-on-year increase was due above all to the Group being managed by four Management Board members throughout the 2016 financial year, whereas for long periods of the previous 2015 financial year the Management Board had only three members. Due to the higher level of target achievement compared with the previous year, the variable share of compensation for the annual target also increased. Furthermore, total compensation for 2016 also includes share-based com­pensation of € 217k (2015: € 92k) granted to three Management Board members in connection with the subscription of a total of 400,000 convertible bonds within the 2015 stock option plan.

In the target agreements entered into for the 2016 financial year, a congruent annual target and two separate, equally weighted multiyear targets were agreed for all Management Board members in office in the financial year under report.

The 2016 annual target, which was linked to consolidated EBITDA for the 2016 financial year, was not fully reached. As a result, the Management Board members are only entitled to prorated shares of their bonuses. The assessment period for multi-year targets covers the financial years from 2015 to 2017. Target agreements for multiyear targets were entered into with three members of the Management Board in March 2015. When entering into a further target agreement with a Management Board member who commenced his activity in the 2016 financial year, the Supervisory Board resolved on 18 August 2016 to adjust individual parameters in the target agreements concluded in March 2015. The Supervisory Board believes that external developments unforeseeable in March 2015 necessitated these amendments in order to restore a uniform incentive effect for Management Board variable compensation in the interests of the Company and to boost collective Management Board responsibility.

The adjusted multiyear targets continue to be linked to consolidated EBITDA for the 2017 financial year and to the revenues generated in the new high-growth Cloud segment in the 2017 financial year. The share of multiyear variable compensation attributable to the 2016 financial year amounts to € 550k in total. This is only deemed to have been granted and is only disbursed when the targets set for the end of the assessment period have been fully met. There were no indications at the end of 2016 that the targets set for the 2017 financial year would not be met. No loans were granted to Management Board members.

The following table presents individualised information about the number of shares and convertible bonds held by members of the Management Board: