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Corporate Governance Report !G 5 Content !# Introduction !# Group structure and shareholders !5 ! Capital structure 7! 7 Board of Directors "7 " Executive Management "A # RemunerationC shareholding and loans "A D Shareholders' participation #G H Changes of control and defence measures # A Auditors #7 5 Information policy Annual Report ,-./ Corporate Governance Report !" Corporate Governance Report Introduction Swissquote Group (the "Group") is an international financial services group that applies a wide range of standards relating to corporate governance: including the SIX Swiss Exchange's Directive on Information relating to Corporate Governance and FINMA Circular GHIJ/I "Corporate governance – banks"O This Corporate Governance Report informs shareholders: prospective investors as well as the larger public on the Group's policies in matters of corporate governance: which is at the heart of a proper business conduct and a central part of the Group's internal organisationO 1 Group structure and shareholders K Group structure The structure of the Group: which comprises Swissquote Group Holding Ltd and its subsidiaries: is designed to support the Group's operations within an efficient regulatory and tax frameworkO The Group comprises the following active companies as at UI December GHIV: Swissquote Group Holding Ltd (GlandC Switzerland) GG% GG% >55K5% Swissquote Swissquote Bank Financial Services Europe SA Swissquote Bank Ltd <GK % (Malta) Limited (Luxembourg) (GlandC Switzerland) (VallettaC Malta) GG% GG% GG% GG% Swissquote Ltd Swissquote Asia Ltd Swissquote MEA Ltd Swissquote PteK Ltd (LondonC UK) (Hong KongC China) (DubaiC UAE) (Singapore) I Internaxx Bank SOAO was renamed Swissquote Bank Europe SA during the first quarter GHGHO Annual Report ,-./ Corporate Governance Report !# Corporate Governance Report K Group structure (continued) Swissquote Asia Ltd has been a limited liability company Swissquote Group Holding Ltd (the "Company") is the listed incorporated in Hong Kong since IZ January GHIGO vehicle of the GroupO It was incorporated on IG August Swissquote Asia Ltd is a licensed corporation under the IVVVO Its shares have been listed on SIX Swiss Exchange supervision of the Securities and Futures Commission (SFC): since GV May GHHH with the symbol SQN: the security from which it was granted a Type U licence (Leverage Foreign number IHZJ[\Z and the ISIN number CHHHIHZJ[\ZUO Exchange Trading)O The share capital of Swissquote Asia Ltd As at UI December GHIV: the market capitalisation of the amounts to HKD [:[HH:HHH ([:[HH:HHH registered shares Company amounted to approximately CHF J]U:JG[:HHHO with a nominal value of HKD I)O Details on the Company's capital are provided in Section GO Swissquote Ltd has been a limited liability company Swissquote Bank Ltd was incorporated on G] Novem- incorporated in London since IV July GHIIO Swissquote Ltd is ber GHHH and is a bank under the supervision of the Swiss an investment company that provides online trading services Financial Market Supervisory Authority FINMA (FINMA)O under the supervision of the Financial Conduct Authority The main office of Swissquote Bank Ltd is located in Gland: (FCA)O The share capital of Swissquote Ltd amounts to Switzerland: with a branch in Zurich and representative offic- GBP ]:GZH:IHH (]:GZH:IHH ordinary shares with a nominal es in Dubai and Hong KongO The share capital of Swissquote value of GBP I)O Bank Ltd amounts to CHF ]G:HHH:HHH (J:HHH:HHH registered Swissquote MEA Ltd has been a limited liability shares with a nominal value of CHF Z)O company incorporated in the Dubai International Financial Swissquote Bank Europe SA (formerly Internaxx Bank SOAO) Center (DIFC) since I] June GHIGO Swissquote MEA Ltd is has been a limited liability company incorporated in Luxem- an investment firm under both a Category UA licence and a bourg since IU November GHHHO Swissquote Bank Europe SA Category ] licence granted by the Dubai Financial Services is a bank under the supervision of the Commission de Sur- Authority (DFSA)O The share capital of Swissquote MEA Ltd veillance du Secteur Financier (CSSF)O The share capital of amounts to USD [HH:HHH ([HH registered shares with a Swissquote Bank Europe SA amounts to EUR GV:HHH:HHH nominal value of USD I:HHH)O (GV:HHH registered shares without a nominal value)O The acqui- Swissquote PteO Ltd has been a limited liability sition of Swissquote Bank Europe SA by the Group was com- company incorporated in Singapore since GZ February GHIVO pleted on GG March GHIV: after the Group received regulatory Swissquote PteO Ltd is a financial services company under the approval from the European Central Bank and the CSSFO supervision of the Monetary Authority of Singapore (MAS): Swissquote Financial Services (Malta) Limited has from which it was granted a Capital Markets Service (CMS) been a limited liability company incorporated in Malta licenceO The share capital of Swissquote PteO Ltd amounts to since IV October GHIGO Swissquote Financial Services (Malta) SGD ]:IHH:HHH (]:IHH registered shares with a nominal value Limited is an investment services company that operates as of SGD I:HHH)O custodian for European investment funds and broker under For information on the exact registered addresses of both a Category ]a licence and a Category G licence from the each entity of the Group: reference is made to the last pages Malta Financial Services Authority (MFSA)O The share capital of the Annual ReportO of Swissquote Financial Services (Malta) Limited amounts to EUR I:IHH:HHH: divided into I:HVV:VVV ordinary class A shares with a nominal value of EUR I (held by the Company) and I ordinary class B share with a nominal value of EUR I (held by Swissquote Bank Ltd)O Annual Report ,-./ Corporate Governance Report !D Corporate Governance Report K! Significant shareholders According to the information received by the Company and Under the Swiss Financial Market Infrastructure Act (FMIA): pursuant to Section IOG of the Annex to the SIX Swiss Ex- any person holding shares in a company listed in Switzerland change Directive on Information relating to Corporate Gov- is required to notify the concerned company and the stock ernance: the shareholders with an interest in the Company exchange: if the holding reaches: falls below or exceeds the above U% as at UI December GHIV are as follows: I following thresholds: U%: [%: IH%: I[%: GH%: U3 /7%: [H%: or ZZ²/ 7% of the voting rightsO !G 5 Shares Options Total Marc Bürki IGOUG% HOII% IGO]U% Paolo Buzzi IGOGG% HOIG% IGOU]% PostFinance AG [OHH% – [OHH% Mario Fontana ]O]I% – ]O]I% Exane Derivatives SNC UOHG% – UOHG% For further information on stock options: reference is made to the Remuneration ReportO The full list of disclosures of shareholdings made in accordance with ArtO IGH FMIA is available on the website of SIX Swiss Exchange using the following link: https://wwwOsix-exchange-regulationOcom/en/home/publications/significant-shareholdersOhtml Annual Report ,-./ Corporate Governance Report !H Corporate Governance Report K! Significant shareholders (continued) As at UI December GHIV: the issued share capital of the Company consisted of I[:UG\:IJH ordinary registered shares with a nominal value of CHF HOGH eachO The shares registered in the share register amounted to IH:[ZV:J\] and the Company owned ]ZV:[UZ treasury sharesO The distribution of the shareholdings in the Company as of UI December GHIV is reflected below: 1 2 1 Shares registered in the share register (68.9%) 2 Treasury shares (3.1%) 3 Other shares not registered in the share register (28.0%) 3 Further: the registered shareholders as at UI December GHIV are broken down as follows: 1 1 Board members & Executive Management (36.7%) 2 Other registered shareholders (63.3%) 2 K7 Cross-shareholdings There are no cross-shareholdingsO Annual Report ,-./ Corporate Governance Report !A Corporate Governance Report 2 Capital structure ArtO ]bis of the AoI on the utilisation of the conditional capi- !K Capital tal provides that the Board of Directors of the Company (the Under Swiss company law: the general meeting of sharehold- "Board") is authorised to increase the share capital of the ers (the "General Meeting") has to approve any change in the Company by a maximum of CHF IVG:HHH by issuing no more total number of shares: whether with respect to the ordinary than VZH:HHH new registered shares with a nominal value share capital or with respect to the creation of conditional of CHF HOGH eachO The capital increase may be carried out capital or authorised capitalO through the exercise of options granted by the Board to cer- As at UI December GHIV: the share capital of the Com- tain employees of the Company and its group companies by pany amounted to CHF U:HZ[:ZU] (I[:UG\:IJH registered a maximum of CHF I[H:HHH through the issuance of a maxi- shares with a nominal value of CHF HOGH each)O The share mum of J[H:HHH new registered shares with a nominal value capital is fully paid-upO The Company itself owned ]ZV:[UZ of CHF HOGH eachO The capital increase may also be carried treasury sharesO Further: a conditional share capital amount- out through the exercise of options granted by the Board in ing to CHF IVG:HHH and consisting of VZH:HHH shares with connection with the acquisition of a business undertaking: a nominal value of CHF HOGH each and an authorised cap- parts of a business undertaking or acquisition of participa- ital of CHF ]HH:HHH consisting of G:HHH:HHH shares with a tions in a business undertaking by a maximum of CHF ]G:HHH nominal value of CHF HOGH each
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