Q beyond : Invitation and agenda

Invitation to the ordinary Annual General Meeting on 29 May 2024

q.beyond AG

with registered office in Cologne

Securities identification number 513700 / ISIN DE0005137004

INVITATION TO THE ORDINARY ANNUAL GENERAL MEETING

We invite our shareholders to the ordinary Annual General Meeting to be held on Wednesday, 29 May 2024, at 10:00 a.m. (CEST) (= 8:00 a.m. UTC (coordinated universal time)) at Gürzenich in Cologne (Martinstraße 29-37,50667 Cologne).

1. AGENDA

1. Presentation of the approved annual financial statements of q.beyond AG as of 31 December 2023 with the management report for the Company and of the approved consolidated financial statements as of 31 December 2023 with the management report for the Group, the report of the Supervisory Board for the 2023 financial year for the Company and Group and of the explanatory report of the Management Board on the disclosures pursuant to Sections 289a, 315a of the German Commercial Code (HGB)
   The documents submitted under item 1 of the agenda can be viewed from the time of convening the Annual General Meeting on the q.beyond AG website at www.qbeyond.de/agm. The documents will also be accessible and explained verbally during the Annual General Meeting. The Supervisory Board has approved the annual financial statements prepared by the Management Board and the consolidated financial statements pursuant to Sections 171, 172 of the German Public Limited Companies Act (AktG). The annual financial statements are thus adopted. In accordance with the statutory provisions, no resolution of the Annual General Meeting on item 1 of the agenda is therefore planned.
2. Resolution on the approval of actions of the Management Board for the 2023 financial year
   Management Board and Supervisory Board propose that the following resolution be adopted:
   Approval of actions is granted to the members of the Management Board for the 2023 financial year.
3. Resolution on the approval of actions of the Supervisory Board for the 2023 financial year
   Management Board and Supervisory Board propose that the following resolution be adopted:

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Approval of actions is granted to the members of the Supervisory Board in the 2023 financial year, set out in 3.1 to 3.6 below, for this period:

1. Dr. Bernd Schlobohm (Chair)
2. Dr. Frank Zurlino (Deputy Chair)
3. Gerd Eickers
4. Ina Schlie
5. Matthias Galler
6. Martina Altheim

It is intended to have the Annual General Meeting decide on the approval of actions of the members of the Supervisory Board by way of individual casting of votes.

1. Election of the auditor and Group auditor for the 2024 financial year
   On recommendation of the Audit Committee, the Supervisory Board proposes that Mazars GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft with registered office in Hamburg and branch office in Cologne be appointed as the Company's auditor and Group auditor for the 2024 financial year.
   The Audit Committee has declared that its recommendation is free from undue influence by third parties and that no clause of the kind referred to in Art. 16 (6) of the Audit Regulation has been imposed on it.
2. Resolution on the approval of the remuneration report for the 2023 financial year
   According to Section 162 AktG, Management Board and Supervisory Board have prepared a remuneration report on the remuneration granted and owed to every member of the Management Board and of the Supervisory Board in the 2023 financial year. The remuneration report was audited by the auditor pursuant to Section 162 (3) AktG to determine whether the disclosures required by law under Section 162 (1) and
   (2) AktG were made. In addition to the legal requirements, the auditor also audited the contents. The certificate on the auditing of the remuneration report is attached to the remuneration report.

The remuneration report is presented below under II. 1. "Supplementary information on agenda item 5 (remuneration report)" and is available as from the convening of the Annual General Meeting on the Company's website at

www.qbeyond.de/agm

and during the Annual General Meeting.

Management Board and Supervisory Board propose that the following resolution be adopted:

The remuneration report for the 2023 financial year, prepared and audited in accordance with Section 162 AktG, is approved.

6. By-election to the Supervisory Board

In accordance with Sections 96 (1), 4th alt., 101 (1) AktG and Sections 1 (1) No.1, 4

(1) German One-Third Participation Act (DrittelbG) in conjunction with Article 10 of the Articles of Association, the Supervisory Board is composed of six members, of which four members are to be elected by the Annual General Meeting and two members by the employees.

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Deputy Supervisory Board Chairman Dr.-Ing. Frank Zurlino, who was last elected as a representative of shareholders to the Supervisory Board by the Annual General Meeting for a term of office until the end of the Annual General Meeting that decides on the approval of actions for the 2027 financial year, passed away on 1 December 2023. At the request of the Management Board, Mr. Thorsten Dirks was appointed as representative of shareholders in the Supervisory Board by a ruling of the Local Court of Cologne (Amtsgericht Köln) on 25 January 2024 in accordance with Section 104 (2) AktG. The court appointment is to be replaced by a by-election at the Annual General Meeting.

On recommendation of its Nomination Committee, the Supervisory Board proposes that

Thorsten Dirks, resident in Zülpich, Supervisory Board member of Adler Modemärkte GmbH and former Chairman of the Management Board of Deutsche Glasfaser Holding GmbH, be elected as representative of the shareholders in the Supervisory Board for the period starting at the end of the Annual General Meeting on 29 May 2024 up to the end of the Annual General Meeting which decides on the approval of actions for the 2027 financial year.

In its election proposal to the Annual General Meeting, the Supervisory Board has taken into consideration the objectives it has set for its composition including the competence profile for the entire body. The competence profile and the target composition as well as the status of implementation are set out in the Corporate Governance Statement pursuant to Sections 289f, 315d HGB for the 2023 financial year, which is available on the Company's website at www.qbeyond.de/en/investor-relations/corporate-governance/. The allocation of qualifications specified in the competence profile of the Supervisory Board to the proposed candidate is based on the qualifications matrix, which is accessible on

www.qbeyond.de/agm.

Thorsten Dirks has expertise in the field of auditing within the meaning of Section 100

(5) AktG.

The Supervisory Board considers Thorsten Dirks to be independent of the Company and the Management Board within the meaning of section C.7 of the GCGC and to also be independent of the controlling shareholder within the meaning of section C.9 of the GCGC.

Thorsten Dirks has informed the Supervisory Board that he is able to devote the expected amount of time required to assume a Supervisory Board mandate.

Information pursuant to Section 125 (1) Sentence 5 AktG on memberships in other statutory supervisory boards, memberships in comparable domestic and foreign supervisory bodies of business enterprises as well as the curriculum vitae of Thorsten Dirks can be found below under item II. 2. "Supplementary information on agenda item 6 (by-election to the Supervisory Board)".

7. Election of the auditor of the (consolidated) sustainability report for the 2024 financial year

So far, q.beyond AG has been obliged to draw up non-financial (consolidated) statements in accordance with Sections 289b et seq. and 315b et seq. HGB. Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022 amending Regulation (EU) No 537/2014, Directive 2004/109/EC, Directive 2006/43/EC and Directive 2013/34/EU as regards corporate sustainability reporting (Corporate Sustainability Reporting Directive - CSRD) stipulates that certain large listed (parent) companies must in future add a (consolidated) sustainability report to their

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(consolidated) management report for financial years starting after 31 December 2023, which must be audited externally by the auditor or - at the discretion of the respective member state - by another auditor or an independent provider of assurance services.

The CSRD is to be transposed into German law by 6 July 2024 ("CSRD Transposition Act"). The legislative process has not yet been completed and the CSRD Transposition Act has not yet entered into force. For the event that q.beyond AG is obliged under the CSRD Transposition Act to draw up a (consolidated) sustainability report for the 2024 financial year and to have it externally audited and that the appointment of the auditor of the (consolidated) sustainability report for the 2024 financial year requires a further resolution by the Annual General Meeting in addition to the election of the auditor of the annual financial statements and consolidated financial statements under agenda item 4, the auditor of the possibly required (consolidated) sustainability report is to be elected as a precautionary measure.

On recommendation of the Audit Committee, the Supervisory Board proposes that Mazars GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft with registered office in Hamburg and branch office in Cologne be appointed as the auditor of the possibly required (consolidated) sustainability report for the 2024 financial year.

The election shall take effect from the date on which the CSRD Transposition Act comes into force and be subject to the condition precedent that q.beyond AG is obliged under the CSRD Transposition Act to draw up a (consolidated) sustainability report for the 2024 financial year and to have it audited externally and that the appointment of the auditor of the (consolidated) sustainability report for the 2024 financial year is subject to a resolution by the Annual General Meeting.

The Audit Committee has declared that its recommendation is free from undue influence by third parties and that no clause of the kind referred to in Art. 16 (6) of the Auditor Regulation has been imposed on it.

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1. Supplementary information on the agenda

1. Supplementary information on agenda item 5 (remuneration report) Remuneration report for the 2023 financial year

1. Introduction
   This remuneration report pursuant to § 162 of the German Stock Corporation Act (Aktiengesetz [AktG]) has been jointly prepared by the Management and Supervisory Boards. It presents and explains the remuneration granted and owed to current and former members of the Management and Supervisory Boards of q.beyond AG in the 2023 financial year on an individual basis. The remuneration system for the members of the Management and Supervisory Boards is clearly structured and easily understood. It complies with the requirements of the German Stock Corporation Act (AktG) in the version adopted to implement the Second Shareholders' Rights Directive (Gesetz zur Umsetzung der zweiten Aktionärsrechterichtlinie [ARUG II]) dated 12 December 2019 and the recommendations of the German Corporate Governance Code (Deutscher Corporate Governance Kodex [DCGK]) in the version dated 28 April 2022.
   Further information about the remuneration systems for the governing bodies of
   q.beyond AG is also available on the company's website: www.qbeyond.de/en/investor-relations/corporate-governance/remuneration/Consistent with a resolution adopted by the Audit Committee, both the form and the contents of this 2023 remuneration report have been audited by the external auditor.
   All references to persons in this report are gender neutral, i.e. refer to person of all genders.
   Due to figures being rounded up or down, adding the individual figures in this report may not produce the exact total stated. Similarly, percentages may not exactly reflect the figures stated to which they refer.
2. Review of 2023 Financial Year

1. Company performance in 2023 financial year

With revenues of € 189.3 million in the past financial year, the q.beyond Group generated EBITDA of € 5.7 million and free cash flow of € 1.7 million. It thus met all targets stated at the beginning of the year. The company originally budgeted revenues of € 185 million to € 191 million, with EBITDA of € 5 million to € 7 million and free cash flow of up to € -8 million. In August 2023, it raised its free cash flow forecast to up to € -4 million. With free cash flow of € 1.7 million, the company managed to generate positive full-year free cash flow for 2023 already, one year earlier than provided for in the "2025 Strategy" published in March 2023.

The 2025 Strategy led to a far-reaching restructuring of the company in the past financial year. Consistent with its strategic priorities, this particularly involved focusing the business model more clearly, increasing the effectiveness of its go-to- market approach and standardising and simplifying processes and structures in the "One q.beyond" project. This realignment of the company was largely complete at the end of 2023.

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2. Governing bodies of q.beyond AG Management Board

The Management Board comprised the following individuals in the 2023 financial year:

• Thies Rixen, Chief Executive Officer (CEO) since 1 April 2023, Chief Operations Officer (COO) until 31 March 2023
• Nora Wolters, Chief Financial Officer (CFO) since 1 January 2023
• Jürgen Hermann, Chief Executive Officer (CEO) until 31 March 2023

Based on amicable agreement and in close liaison with the Supervisory Board, Jürgen Hermann, previously Chief Executive Officer, stood down from the Management Board as of 31 March 2023.

Supervisory Board

The Annual General Meeting of q.beyond AG on 24 May 2023 re-elected Ina Schlie, Dr. Bernd Schlobohm, Gerd Eickers and Dr.-Ing. Frank Zurlino to the Supervisory Board as shareholder representatives. In the run-up to the Annual General Meeting, Martina Altheim and Matthias Galler had already been elected to the Supervisory Board as employee representatives. Dr.-Ing. Frank Zurlino passed away on 1 December 2023. Responding to a petition filed by the Management Board, on 25 January 2024 Cologne District Court appointed Thorsten Dirks as a Supervisory Board member.

The composition of the Supervisory Board Human Resources Committee, which is responsible for all matters pertaining to the Management Board, is also unchanged following the renewed election of the Supervisory Board: Its members are Dr. Bernd Schlobohm (Chair), Martina Altheim and Gerd Eickers.

1. Remuneration of Management Board

1. Overview of Management Board remuneration system

Having been prepared by the Human Resources Committee, the remuneration system for members of the Management Board of q.beyond AG was originally approved by the Supervisory Board in accordance with § 87 (1) and § 87a (1) AktG on 25 November 2020 (Remuneration System 2021) and approved by 97.71% of the capital represented at the Annual General Meeting on 12 May 2021. In meeting its obligation to review the Management Board remuneration system on an ongoing basis and taking due account of the requirements of § 87a (1) AktG, at its meeting on 23 March 2023 the Supervisory Board adopted an amended remuneration system for the Management Board (Remuneration System 2023) that updated and amended individual points of the 2021 Remuneration System (adjustment to target remuneration structure).

The 2023 Remuneration System adopted by the Supervisory Board was approved with a 93.93% majority at the Annual General Meeting on 24 May 2023. The remuneration report on the remuneration granted and owed to individual members of the Management and Supervisory Boards of q.beyond AG in the 2022 financial year was approved with a 95.15% majority at the Annual General Meeting on 24 May 2023.

The remuneration of Management Board members consists of fixed and variable components.

The fixed non-performance-related component comprises basic remuneration, fringe benefits and pension benefits. The following components are performance-related and thus variable: the short-term incentive (STI) and the long-term incentive (LTI).

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Furthermore, the share ownership guidelines represent another material aspect of the remuneration system. These oblige members of the Management Board to hold a defined multiple of their fixed remuneration in q.beyond AG shares for the duration of their employment and two years beyond. Moreover, the Management Board remuneration system is supplemented by requirements governing the reduction in or reclaiming of performance-related remuneration components in specific cases and in connection with termination of activity on the Management Board.

The table below presents the basic components of the remuneration system for members of the Management Board at q.beyond AG.

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2. Strategy reference of Management Board remuneration

The Management Board remuneration system is closely linked to implementation of the company's strategy, which has the objective of sustainably increasing the company's value. Any such increase is driven by success in the operating business. The Management Board has therefore set clear targets for revenues, EBITDA and free cash flow.

Sustainability is also an integral component of q.beyond's corporate strategy. The accelerating process of digital transformation at companies offers numerous growth opportunities for q.beyond. Its Management and Supervisory Boards view the resulting business success as going hand in hand with q.beyond's corporate responsibility for the environment and society.

In view of these factors, the Management Board remuneration system is an important management instrument and is geared towards promoting achievement of the core objectives of the corporate strategy. The performance criteria within the remuneration system incentivise the company's successful and sustainable growth and link Management Board remuneration to the company's short-term and long-term performance.

This objective is underlined by the structure stipulated for remuneration. A high share of remuneration is performance related. The majority of performance-related remuneration is in turn linked to the achievement of long-term targets and thus aligned overall to the company's long-term and sustainable performance.

The table below presents the target remuneration for the Management Board and the relative shares of target total remuneration for the 2023 financial year that are attributable to individual remuneration components based on target achievement (TA) of 100% and the maximum possible target achievement of 150%:

3. Appropriateness of Management Board remuneration

The Supervisory Board Human Resources Committee regularly reviews the appropriateness of Management Board remuneration, assesses the extent to which this is consistent with market norms and, if necessary, proposes amendments to the

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Supervisory Board to ensure that the remuneration package for Management Board members is consistent with market norms and also competitive within the given framework.

The appropriateness of Management Board remuneration was most recently reviewed in the second half of 2022 in connection with the appointment of the two new Management Board members Thies Rixen and Nora Wolters. Both external and internal comparisons were used for this purpose. In a horizontal comparison, Management Board remuneration was compared with that at a select group of peer-group companies, taking due account of the size-related criteria of revenues, annual earnings and employee totals. This peer group comprises 14 listed companies with service portfolios comparable to q.beyond's portfolio. In a vertical comparison, Management Board remuneration is compared with that of senior management and the workforce, with consideration being given both to the status quo and to the development in these ratios over time. The Supervisory Board defines the term "senior management" as including all managers who, alongside the Management Board, are members of the management of q.beyond AG. The term "workforce" refers to all employees of the q.beyond Group employed in Germany.

The most recent review in the 2022 financial year concluded that, in absolute terms, the remuneration of the Management Board members is consistent with market norms and appropriate, but that the remuneration structure of the target total remuneration provided for in the Management Board employment contract with Thies Rixen deviates from the corridors for the relative shares of remuneration components stipulated in the remuneration system on an annual basis. In response, for the purpose of concluding the Management Board employment contract with Thies Rixen the Supervisory Board in September 2022 approved a temporary deviation due to exceptional circumstances from the requirements of the 2021 remuneration system in respect of the relative shares of remuneration components. At the same time, the Supervisory Board decided to amend the remuneration system in respect of the target remuneration structure. This decision was implemented with the adoption of the updated 2023 remuneration system on 23 March 2023.

Further information can be found in Chapter 4.1 of the 2022 Remuneration Report.

4. Application of Management Board remuneration system in 2023 financial year

Deviation from Management Board remuneration system

Section 6.3.3 of the description of the Management Board remuneration system states that, should the employment contract be terminated prematurely, then any variable remuneration components still outstanding that are attributable to the period through to contract termination should be disbursed in accordance with the originally agreed targets and parameters of comparison and in accordance with the maturity dates or holding periods stipulated in the contract. As a general rule, such components are not disbursed prematurely. Exercising due discretion, however, the Supervisory Board is authorised to deviate from these general requirements in individual cases.

Jürgen Hermann stood down from his positions as Management Board member and CEO of q.beyond AG upon the conclusion of 31 March 2023. The employment contract between the company and Jürgen Hermann was rescinded on an amicable basis upon the conclusion of 31 March 2023. A separate rescission agreement regulating the Management Board remuneration of Jürgen Hermann in the 2023 financial year was concluded on 9 December 2022. This had previously been approved by the Supervisory Board on 7 December 2023.

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