Expiration of Stock Option Plan 2001; Conversion of convertible bonds by Chief Financial Officer of QSC
Cologne, August 2, 2006. During the course of July 2006, Markus Metyas, Chief Financial Officer of QSC, has converted his 900,000 convertible bonds granted under the Stock Option Plan 2001 ("AOP 2001") into an equal number of QSC shares, as the conversion right would have been due to expire by September 3, 2006. In order to pay the conversion cost and the income tax resulting from the conversion only, Mr. Metyas has sold 572,500 shares during the period between July 11 and July 26, 2006. As a result, the sale of those shares less conversion cost less income tax did not generate a cash profit. Mr. Metyas has decided to keep the remaining 327,500 shares.
QSC's annual shareholder meeting in May 2006 had decided to prolong the conversion term for the AOP 2001 by a further five years. A few shareholders have taken legal action against this resolution and as a consequence this resolution cannot take effect for the time being. As of today, it cannot be reliably determined when the courts will issue a ruling regarding the pending suits and until the resolution becomes effective the original conversion terms of AOP 2001 will remain valid. Therefore, Mr. Metyas decided to exercise his conversion rights before expiration.
With regard to the formation of Plusnet in particular Mr. Metyas states: "In my opinion, the continuing positive operating and strategic progress of QSC since the beginning of this year, is not yet adequately reflected in the share price. As a result, I have no current plans to sell those shares."
In light of the upcoming expiration of the conversion term as well as the fact that QSC has made a public offer to shareholders of Broadnet, the company has decided to provide more detailed information on the background of Mr. Metyas's decision in this particular case.