Q beyond : Explanatory comments about shareholders’ rights

This document is a convenience translation of the German original. In case of any discrepancy between the English and the German versions, the German version shall prevail.

Further explanations on the rights of shareholders

pursuant to Section 122 para. 2, Section 126 para. 1, Section 127 and Section 131

para. 1 AktG

Ordinary Annual General Meeting

of q.beyond AG

Cologne

on 29 May 2024

Requests for additions to the agenda pursuant to Section 122 para. 2 AktG

Under Section 122 para. 2 AktG, shareholders whose shares together amount to at least 5% of the share capital or the pro rata amount of 500,000 euros may request that items be placed on the agenda and published. Each new item must be accompanied by a statement of reasons or a draft resolution. The request must be addressed in writing to the Management Board and must be received by the Company pursuant to Section 122 para. 2 AktG at least 30 days prior to the Annual General Meeting (not including the day of the Annual General Meeting and the day of receipt), i.e. no later than 28 April 2024, 24:00 hours (CEST). Requests for additions received later will not be considered. We request that requests for additions be sent to the following address pursuant to Section 122 para. 2 AktG:

q.beyond AG

Management Board

Richard-Byrd-Straße 4

50829 Cologne

In accordance with Section 122 para. 2, 1 clause 3 AktG, the shareholders concerned must prove that they have held the shares for at least 90 days prior to the date of receipt of the request and that they hold the shares until the Management Board's decision on the request, with Section 70 AktG being applicable when calculating the period of share ownership. Section 121 para. 7 AktG shall apply mutatis mutandis for the calculation of the time limit.

Additions to the agenda to be announced will be published in the Federal Gazette immediately after receipt of the request. They will also be made available on the Company's website at www.qbeyond.de/agmand communicated to the shareholders.

Seite 1 von 7

This document is a convenience translation of the German original. In case of any discrepancy between the English and the German versions, the German version shall prevail.

The legal provisions underlying these shareholder rights are as follows:

Section 122 para. 1 AktG:

"(1) The general meeting is to be convened wherever stockholders, whose shares of stock, in the aggregate, are at least equivalent to one twentieth of the share capital, demand that it be so convened, doing so in writing and citing the purpose and the reasons therefor; the demand is to be addressed to the management board. The by-laws may tie the right to demand that the general meeting be convened to a different form and to possession of a lesser portion of the share capital. The petitioners are to submit proof that they have been holders of the shares of stock since at least ninety (90) days prior to the date on which their demand is received, and that they will continue to so hold the shares until the management board takes a decision regarding their petition. Section 121 para. 7 shall apply mutatis mutandis."

Section 122 para. 2 AktG:

"(2) In like manner, stockholders whose shares of stock, in the aggregate, are at least equivalent to one twentieth of the share capital, or to a stake of 500 000 euros, may demand that items of business be set out in the agenda and be published by notice. Each item of business to be newly added to the agenda must include the reasons therefor or a proposal for a resolution. The demand in the sense of the first sentence must be received by the company at the latest twenty-four (24) days prior to the general meeting, in the case of companies listed on the stock exchange at the latest thirty (30) days prior to the general meeting; the date of its receipt shall not be included in calculating the period."

Section 70 AktG:

"Where the exercise of rights attaching to the share of stock is contingent upon the stockholder having been holder of the share of stock for a specified period of time, a claim to transfer of title against a credit institution, a financial services provider, a securities institution or an enterprise pursuing activities in accordance with Section 53 (1), first sentence, or Section 53b (1), first sentence, or subSection (7) of the Banking Act (KWG) shall be equivalent to ownership of the share of stock. The period of ownership of a predecessor in title shall be attributed to the stockholder if he has purchased the share of stock in any of the following manners: without monetary consideration, from his trustee, as a universal successor, in the course of a distribution of assets among a community, or as part of a portfolio transfer pursuant to Section 13 of the Insurance Supervisory Act (VAG) or Section 14 of the Act on Savings and Loan Associations (BauSparkG)."

Section 121 para. 7 AktG:

"(7) In the case of periods and deadlines that are counted back from the date of the general meeting, the date of the general meeting itself is not to be counted. Rescheduling the general meeting from a Sunday, a Saturday, or a holiday to a preceding or subsequent business day is not an available option. Sections 187 to 193 of the Civil Code (BGB) shall have no corresponding application. In the case of companies not listed on the stock exchange, the by-laws may provide for a different calculation of the period."

Seite 2 von 7

This document is a convenience translation of the German original. In case of any discrepancy between the English and the German versions, the German version shall prevail.

Countermotions and election proposals by shareholders pursuant to Sections 126 para. 1, 127 AktG

Every shareholder has the right to submit countermotions and election proposals on items on the agenda at the Annual General Meeting without any announcement, publication or other special action being required prior to the Annual General Meeting.

In addition, shareholders may submit countermotions against a proposal of the Management Board and/or Supervisory Board on a specific agenda item to the Company pursuant to Section 126 para. 1 AktG. They may also send proposals for the election of supervisory board members and/or auditors pursuant to Section 127 AktG. Such motions are to be sent exclusively to the following address, stating the name of the shareholder:

Countermotions from shareholders which are received with any statement of grounds at least 14 days prior to the day of the Annual General Meeting (not including the day of the Annual General Meeting and the day of receipt), i.e. no later than 14 May 2024, 24:00 hours (CEST), at the above address, will be published, including the name of the shareholder, any statement of grounds and a possible statement from the administration, on the internet at

www.qbeyond.de/agm

provided that the other requirements for an obligation to publish pursuant to Section 126 AktG are fulfilled. Motions of shareholders addressed otherwise will be disregarded. The Company may refrain from publishing a countermotion under the conditions set out in Section 126 para. 2 AktG, for example, because the countermotion would lead to a resolution of the Annual General Meeting that would be contrary to the law or the Articles of Association. The statement of grounds for a countermotion need not be made available if it exceeds a total of 5,000 characters.

The above statements on Section 126 para. 1 AktG apply accordingly to the proposal of a shareholder for the election of supervisory board members and/or the election of auditors pursuant to Section 127 AktG. Except in the cases of Section 126 para. 2 AktG, the Management Board need also not make election proposals of shareholders accessible if they do not contain the information pursuant to Section 124 para. 3 sentence 4 AktG (indication of the name, practised profession and place of residence of the proposed candidate). Proposals for the election of supervisory board members do not have to be published either if the proposal does not contain information on their membership in other supervisory boards to be formed by law.

Seite 3 von 7

This document is a convenience translation of the German original. In case of any discrepancy between the English and the German versions, the German version shall prevail.

The legal provisions underlying these shareholder rights are as follows:

Section 126 para. 1 to 3 AktG:

"(1) Motions by stockholders are to be made accessible to the beneficiaries set out in Section 125 subSections (1) to (3), subject to the pre-requisites listed therein, including the name of the stockholder, the reasons for which the motions are being made, and a statement, if any has been made, by the management regarding its position, provided that the stockholder has sent, at the latest fourteen (14) days prior to the date of the general meeting, a counter-motion opposing a proposal or guidance by the management board and the supervisory board regarding a certain item of business set out in the agenda, specifying the reasons therefor, to the address set out for this purpose in the invitation convening the general meeting. The date on which the counter-motion is received shall not be included in calculating the period. In the case of companies listed on the stock exchange, the counter-motion shall be made accessible via the company's website. Section 125 (3) shall apply mutatis mutandis.

1. A counter-motion and the reasons for which it is being made need not be made accessible:
2. 1. Inasmuch as the management board would be liable to punishment under law, were it to make such proposal accessible;
   2. If the counter-motion were to result in the general meeting adopting a resolution that is in violation of the law or of the by-laws;
   3. If the reasons make manifestly false or misleading statements regarding essential aspects, or if they are insulting;
   4. If a counter-motion made by the stockholder based on the same facts and circumstances has already been made accessible pursuant to Section 125 for a general meeting of the company;
   5. If the same counter-motion of the stockholder, citing essentially the same reasons, has been made accessible pursuant to Section 125 in the past five (5) years to at least two (2) general meetings of the company, and if less than one twentieth of the share capital represented voted for this counter-motion at the general meeting;
   6. If the stockholder indicates that he will not attend the general meeting and will not have a proxy represent him;
   7. If, in the past two (2) years at two (2) general meetings, the stockholder has failed to propose or to have proposed a counter-motion regarding which he has informed the company.

The reasons need not be made accessible if they amount to more than 5,000 characters in total.

1. Where several stockholders propose counter-motions regarding one and the same business to be resolved upon, the management board may combine the counter-motions and the reasons specified for them."

Section 127 clauses 1 to 3 AktG:

"Section 126 shall apply mutatis mutandis to nominations by stockholders of candidates for the supervisory board or for auditors of the annual accounts. No reasons need be specified for the nomination. The management board need not make accessible the nomination also in those cases in which the nomination does not include the information pursuant to Section 124 para. 3, fourth sentence, and Section 125 para. 1, fifth sentence."

Seite 4 von 7

This document is a convenience translation of the German original. In case of any discrepancy between the English and the German versions, the German version shall prevail.

Section 124 para. 3 clause 4 AktG:

"The nominations of candidates for the supervisory board or for auditors shall state their names, profession exercised, and places of residence."

Section 125 para. 1 clause 5 AktG

"In the case of listed companies, a proposal for the election of supervisory board members shall be accompanied by information on their membership in other supervisory boards required by law; information on their membership in comparable domestic and foreign supervisory bodies of business enterprises shall be enclosed."

Right to information pursuant to Section 131 para. 1 AktG

Pursuant to Section 131 para. 1 AktG, each shareholder may request oral information from the management board on the company's affairs at the general meeting, to the extent that such information is necessary for a proper evaluation of the item on the agenda. The duty to provide information also extends to the legal and business relations of the company with an affiliated company and to the situation of the group and the companies included in the consolidated financial statements. The management board may refrain from answering individual questions for the reasons stated in Section 131 para. 3 AktG, e.g. because the provision of the information is, according to reasonable commercial judgement, likely to cause a not inconsiderable disadvantage to the company or an affiliated company. Pursuant to Article 19 para. 3 of the Articles of Association, the chairman of the meeting is authorised to impose reasonable time limits on the right to ask questions and to speak. In particular, he is entitled to set a reasonable time frame at the beginning of the general meeting or during its course for the entire course of the general meeting, for individual agenda items or for all or individual speakers.

The provisions of the Stock Corporation Act (AktG) and the Articles of Association of the Company underlying these shareholder rights, which also determine the conditions under which the provision of information may be withheld, are as follows:

Section 131 para. 1, para. 2 to 5 AktG:

"(1) Each shareholder shall upon request be provided with information at the shareholders' meeting by the managing board regarding the company's affairs, to the extent that such information is necessary to permit a proper evaluation of the relevant item on the agenda. The duty to provide information shall also extend to the company's legal and business relations with any affiliated company. If a company makes use of the provisions on the simplified procedure pursuant to Section 266 para. 1 sentence 3, Section 276 or Section 288 of the German Commercial Code (HGB), each shareholder may request that the annual financial statements be presented to him / her at the shareholders' meeting on such annual financial statements in the form that would have been used if the provisions on the simplified procedure were not applied. The duty of the managing board of a parent company (Section 290 para. 1 and 2 of the German Commercial Code (HGB)) to provide information at the shareholders' meeting at which the consolidated financial statements and management report of these statements are presented also extends to the position of the consolidated group and any companies included in the consolidated financial statements.

[…]

Seite 5 von 7

This document is a convenience translation of the German original. In case of any discrepancy between the English and the German versions, the German version shall prevail.

1. The information provided shall comply with the principles of conscientious and accurate accounting. The articles or the bylaws pursuant to Section 129 may authorize the chair of the meeting to reasonably limit a shareholder's time to speak and ask questions and may provide relevant details in this connection
2. The management board may refuse to provide information

1. to the extent that providing such information is, according to sound business judgment, likely to cause not immaterial damage to the company or an affiliated company;
2. to the extent that such information relates to tax valuations or the amount of certain taxes;
3. with regard to the difference between the value at which items are shown in the annual balance sheet and the higher market value of such items, unless the shareholders' meeting is to approve the annual financial statements;
4. with regard to the methods of accounting and valuation, if disclosure of such methods in the notes is sufficient to provide a true and fair view of the actual condition of the company's assets, liabilities, financial position and profit and loss within the meaning of Section 264 para. 2 of the German
   Commercial Code (HGB); the foregoing shall not apply if the shareholders' meeting is to approve the annual financial statements;
5. if the management board would, by providing such information, become criminally liable;
6. insofar as, in the case of a credit institution, a financial services institution or a securities institution, information need not be given on methods of accounting and valuation applied and setoffs made in the annual financial statements, management report thereof, consolidated financial statements or management report thereof;
7. if the information is continuously available on the website of the company for at least seven days prior to the beginning of and during the shareholders' meeting.

The provision of information may not be refused for other reasons

1. If information has been provided to a shareholder outside the shareholders' meeting by reason of his / her status as a shareholder, such information shall upon request be provided to any other shareholder at the shareholders' meeting, even if such information is not necessary to permit a proper evaluation of an item on the agenda. In the case of a virtual shareholders' meeting, it must be ensured that all shareholders connected to the meeting electronically can submit their request in accordance with sentence 1 by means of electronic communication. The management board may not refuse to provide such information on the grounds of Section 131 para. 3 sentence 1 no. 1 through 4. Sentences 1 through 3 shall not apply if a subsidiary (Section 290 para. 1 and 2 of the German Commercial Code (HGB)), a joint venture (Section 310 para. 1 of the German Commercial Code (HGB)) or an associated company (Section 311 para. 1 of the German Commercial Code (HGB)) provides information to a parent company (Section 290 para. 1 and 2 of the German Commercial Code (HGB)) for the purpose of including the company in the consolidated financial statements of the parent company, and the information is needed for that purpose.
2. A shareholder who has been denied information may request that his / her query and the reason for which the information was denied be recorded in the minutes of the meeting. In the case of a virtual shareholders' meeting, it must be ensured that all shareholders connected to the meeting electronically can submit their request in accordance with sentence 1 by means of electronic communication."

Seite 6 von 7

This document is a convenience translation of the German original. In case of any discrepancy between the English and the German versions, the German version shall prevail.

Article 19 para. 3 of the Articles of Association of q.beyond AG:

"The chairman of the meeting is authorised to impose reasonable time limits on the shareholder's right to ask questions and to speak. In particular, he is authorised to set a reasonable time frame at the beginning of the general meeting or during its course for the entire course of the general meeting, for individual agenda items or for all or individual speakers."

Cologne, April 2024

q.beyond AG

The Management Board

Seite 7 von 7