Corporate Governance Report !G 5 Content

!# Introduction !# Group structure and shareholders !5 ! Capital structure 7! 7 "7 " Executive "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 ,-./ Report !" Corporate Governance Report

Introduction 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

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

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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

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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

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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 remained outstanding as at through the issuance of a maximum of GIH:HHH new regis- UI December GHIVO The conditional capital and the autho- tered shares with a nominal value of CHF HOGH eachO rised capital amount to a maximum of CHF [VG:HHH: which ArtO ] ter of the AoI governing the utilisation of the au- equates to IVOU% of the existing share capitalO thorised capital provides that the Board is authorised until SIX Swiss Exchange regulations provide that individual ] May GHGH to increase the share capital of the Company shareholdings exceeding [% (save for: inter alia: certain in- by a maximum of CHF ]HH:HHH by issuing no more than vestment funds) are deemed to be a permanent investment G:HHH:HHH new registered shares with a nominal value of and are therefore to be excluded from the free floatO In accor- CHF HOGH eachO The Board determines the amount of the is- dance with SIX Swiss Exchange regulations: the free float as sue: the point in time at which the shares confer a dividend at UI December GHIV was JHO[% (GHI\: JHOG%)O entitlement: the method of payment in full for contributions and the subscription procedureO An increase in tranches or !K! Conditional and authorised capital in particular a partial increase is permissibleO In accordance with the mo- In this section and in the remainder of the Corporate Gover- dalities laid down by the Board: the amount of the increase nance Report: the Articles of Incorporation of the Com- must be fully paid-upO The restrictions on the transferability pany: last amended on ] May GHI\ and applicable as at of registered shares set forth in the AoI also apply to the new UI December GHIV: available at https://enOswissquoteOcom/ sharesO company/investors#articles-incorporation in the French For further information on the conditional and autho- original version together with an English free translation: shall rised capital: reference is made to the AoIO be referred to as the "AoI"O

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!K7 Changes in capital The following table summarises the changes in capital that took place within the last three financial years:

Unissued shares Total shares Ordinary shares issued Conditional capital Authorised capital issued and unissued

Number of shares As at 1 January 2017 15,328,170 960,000 1,810,200 18,098,370 Exercise of employees' stock options – – – – Increase/(decrease) in capital –––– As at 31 December 2017 15,328,170 960,000 1,810,200 18,098,370

As at 1 January 2018 15,328,170 960,000 1,810,200 18,098,370 Exercise of employees' stock options – – – – Increase/(decrease) in capital – – I\V:\HH I\V:\HH As at 31 December 2018 15,328,170 960,000 2,000,000 18,288,170

As at 1 January 2019 15,328,170 960,000 2,000,000 18,288,170 Exercise of employees' stock options – – – – Increase/(decrease) in capital –––– As at 31 December 2019 15,328,170 960,000 2,000,000 18,288,170

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!K" Shares and participation certificates own accountO If this requirement is not satisfied: the person in Pursuant to ArtO [ of the AoI: the Company may issue its re- question will be entered in the share register as a shareholder gistered shares in the form of single certificates: global cer- without voting rightsO In accordance with ArtO J ParaO G of the tificates or uncertified securitiesO As at UI December GHIV: AoI: the Board may reject a request for entry into the share the share capital consisted of I[:UG\:IJH registered sharesO register within GH daysO The share capital of the Company is fully paid-upO The di- The AoI do not contain any express provision for grant- vidend entitlement depends on the share's nominal valueO ing exceptions to this limitation; no such exceptions were Each of the Company's registered shares carries one vot- granted in the year under reviewO Nominees cannot be reg- ing right at the General MeetingO Upon request: acquirers istered with voting rights; there were no exceptions in GHIVO of registered shares will be entered in the share register as Pursuant to ArtO I] ParaO I of the AoI: decisions re- shareholders with voting rights if they expressly declare that lated to the restrictions on the transferability of registered they acquired the registered shares in their own name and shares can only be made by the General Meeting and require for their own accountO More information is provided in Sec- a qualified majority vote (two thirds of the votes represented tions GOZ and ZO and an absolute majority of the nominal values of the shares The Company does not issue any participation certificatesO represented)O

!K# Dividend-right certificates !KH Convertible bonds and options The Company does not issue any dividend-right certificatesO The Company does not issue any bonds: convertible bonds or warrantsO !KD Limitations on transferability and nominee registrations Information on the Group's stock option plan is provid- In accordance with ArtO Z\[a CO and ArtO J ParaO I of the ed in the Remuneration ReportO AoI: the transfer of registered shares is subject to the ap- proval of the BoardO Upon request: acquirers of registered shares will be entered in the share register as shareholders with voting rights if they expressly declare that they have acquired the registered shares in their own name and for their

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3 Board of Directors 7K Members of the Board of Directors The Board has the ultimate responsibility for the strategy and At the annual Ordinary General Meeting (the "Ordinary Gen- the management of the Company and for the supervision of eral Meeting") of IH May GHIV: Markus Dennler was elected the Executive Management of the Company (the "Executive as the Chairman of the Board of the CompanyO Mario Fontana: Management")O ArtO IZ ParaO I of the AoI provides that the the former Chairman of the Board: did not seek re-electionO Board must be composed of a minimum of three membersO All four remaining members of the Board were re-electedO As at UI December GHIV: the Board consisted of five mem- bers: all non-executive: details of which are presented here belowO

7K K Current members of the Board of Directors

Markus Dennler ( 5#D/Swiss nationalC domiciled in Switzerland) Chairman of the Board of Swissquote Group Holding Ltd since May !G 5 (member since March !GG#) Chairman of the Board of Swissquote Bank Ltd since May !G 5 (member since March !GG#)

Educational Background IV\G Licentiate in Law: University of Zurich IV\] Doctorate in Law: University of Zurich IV\Z Attorney at Law: admitted to the Bar IV\V International Bankers School: New York IVVJ Harvard Business School: Boston (AMP)

Professional Experience IV\Z–IVV] Various assignments: Credit Suisse IVV]–IVVZ Delegate to the Board of Directors: CS Columna IVVJ–IVV\ CEO: Winterthur Columna IVV\–GHHH Member of the Corporate Executive Board and Head of Individual and Group Life Division: Winterthur Insurance GHHH–GHHU Member of the Executive Board of CSFS and responsible for the operational global life & pensions business: Credit Suisse

Previous Board Mandates GHH[–GHHZ Chairman: Batigroup GHH[–GHHJ Chairman: Converium GHHZ–GHIU Member of the Board: Petroplus GHHZ–GHI[ Chairman (since GHII): Implenia GHHJ–GHIH Member of the Board: Jelmoli

Current Board Mandates Since GHHU Honorary Councillor (since GHIZ): British Swiss Chamber of Commerce Since GHH[ Chairman (since May GHIV): Swissquote Group Holding Ltd Since GHH[ Chairman (since May GHIV): Swissquote Bank Ltd Since GHHZ Chairman (since GHIG): Allianz Suisse

Markus Dennler has not held official functions or political posts in GHIVO With the exception of the above-mentioned activities: he has no significant business connections with the Company or one of the Company's subsidiariesO

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Dr Monica Dell'Anna ( 5H /Swiss and Italian nationalC domiciled in Switzerland) Member of the Board of Swissquote Group Holding Ltd since May !G A Member of the Board of Swissquote Bank Ltd since May !G A Member of the Nomination & Remuneration Committee

Educational Background IVVZ Degree (MO ScO equivalent) in Telecommunications Engineering: University of Pisa GHHH PhD in Telecommunication Engineering: King's College London GHHG McKinsey Mini-MBA in Finance: Strategy and Marketing (Faculty from INSEAD/Kellogg/Harvard)

Professional Experience IVVJ–GHHI Research and later Senior Research Associate: King's College London GHHG–GHHU Consultant: McKinsey and Company GHHU–GHH[ Senior Strategy Manager: Business Development and Strategy: Swisscom Fixnet Ltd GHHZ–GHHJ Head of Product Management Voice: Member of the Executive Board of "Small and Medium Enterprises": Swisscom Fixnet Ltd GHH\–GHIH Head Customer Experience Design (Product Management): Member of the Executive Board of "Small and Medium Enterprises": Swisscom Fixnet Ltd GHII–GHIU Head of Fiber Business and New IT: Member of the Executive Board of "Network and IT" Swisscom (Switzerland) Ltd GHIU–GHI[ Head of Market and Member of the Executive Board: BKW Ltd GHIZ–GHIV Head of Products (until December GHI\ Head of Business Media) and Member of the Group Executive Board: NZZ- Mediengruppe Ltd

Previous Board Mandates GHIU–GHI[ Member of the Board: BKW Italia Ltd GHIU–GHI[ Member of the Board: Youtility Ltd GHIU–GHI[ Chairwoman of the Board: cc energie GHI]–GHI[ Member of the Board: Gasverbund Mittelland (GVM) GHIZ–GHIV Chairwoman of the Board: following companies of the NZZ-Mediengruppe Ltd – Architonic Ltd (Member of the Board until GHIJ) – Spoundation Motion Picture Ltd – Zurich Film Festival Ltd – NZZ Konferenzen Ltd – Moneyhouse Deutschland Ltd – Swiss Economic Forum (SEF) Ltd – NZZ Fachmedien Ltd – Moneyhouse Ltd (since GHIJ)

Current Board Mandates Since GHI\ Member of the Board: Swissquote Group Holding Ltd Since GHI\ Member of the Board: Swissquote Bank Ltd

Monica Dell'Anna has not held official functions or political posts in GHIVO With the exception of the above-mentioned activities: she has no significant business connections with the Company or one of the Company's subsidiariesO

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Martin Naville ( 5#5/Swiss nationalC domiciled in Switzerland) Member of the Board of Swissquote Group Holding Ltd since April !GGH Vice Chairman of the Board of Swissquote Bank Ltd since May !G 5 (member since April !GGH) Member of the Audit & Risk Committee

Educational Background IVJV–IV\] Master of the Laws: University Zurich

Professional Experience IV\[–IV\\ Assistant Treasurer: JOPO Morgan Bank: Zurich/New York IV\\–IVVH Consultant: The Boston Consulting Group: Munich IVVH–IVVG Project Leader: The Boston Consulting Group: Zurich IVVG–IVV[ Manager: The Boston Consulting Group: New York IVV[–GHH] Partner and Director: The Boston Consulting Group: Zurich Since GHH] CEO: Swiss-American Chamber of Commerce: Zurich

Current Board Mandates Since GHHG Chairman (since GHH]): Zoo Zurich IncO Since GHHJ Member of the Board: Swissquote Group Holding Ltd Since GHHJ Vice Chairman (since GHIV): Swissquote Bank Ltd

Martin Naville has not held official functions or political posts in GHIVO With the exception of the above-mentioned activities: he has no significant business connections with the Company or one of the Company's subsidiariesO

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Dr Beat Oberlin ( 5##/Swiss nationalC domiciled in Switzerland) Member of the Board of Swissquote Group Holding Ltd since May !G D Member of the Board of Swissquote Bank Ltd since May !G D Chairman of the Nomination & Remuneration Committee

Educational Background IVJV Licentiate in Law: University of Basel IV\G Attorney at Law and notary: admitted to the Bar IV\V Doctorate in Law: University of Basel IVVV Stanford Business School: Stanford CA: Senior Executive

Professional Experience IV\G–IVV] Various assignments: SBG IVV]–GHH] Head of Retail and Head of Corporate Clients: Chief of Staff: Head of market and sales management: Business Banking: UBS: Switzerland GHH] Designated CEO: Basellandschaftliche Kantonalbank GHH[–GHIZ Chairman of the Executive Board: Basellandschaftliche Kantonalbank

Previous Board Mandates GHH[–GHIZ Member of the Board: Association of Swiss Cantonal Banks GHH[–GHIZ Member of the Board: Basel Bank Association GHIU–GHIV Member of the panel of experts appointed by the Federal Council for the "Advancement of Financial Centre Strategy" and its successor "Advisory Board for the Future of the Financial Center"

Current Board Mandates Since GHII of the Board (since GHI\): StO Clara Spital Group Since GHIZ Member of the Board: Swissquote Group Holding Ltd Since GHIZ Member of the Board: Swissquote Bank Ltd Since GHI\ Vice President of the Board: University of Basel I

Beat Oberlin has not held official functions or political posts in GHIVO With the exception of the above-mentioned activities: he has no significant business connections with the Company or one of the Company's subsidiariesO

I Since GHGH: Beat Oberlin is Chairman of the Board of the University of BaselO

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Jean-Christophe Pernollet ( 5DD/French nationalC domiciled in Switzerland) Member of the Board of Swissquote Group Holding Ltd since May !G # Member of the Board of Swissquote Bank Ltd since November !G " Chairman of the Audit & Risk Committee

Educational Background IV\Z Bachelor of Science in Economics and Politics: Institut d'Etudes Politiques: Grenoble IV\Z Institute of European Studies: Hull IVVH Master in Management: EDHEC Business School: Lille GHHG Senior Executive program: Columbia Business School: New York

Professional Experience IVVH–IVVU Deloitte & Touche: Paris: France: Audit IVVU–GHIH PricewaterhouseCoopers: IVVU–IVVJ Audit: Geneva IVVJ–IVVV since IVV\ Senior Manager: Audit: New York IVVV–GHIH since GHHI Partner and Business Unit Leader: Audit: Geneva GHIH–GHIG EFG International AG: Chief Financial Officer Since GHIG Edmond de Rothschild: Switzerland: GHIG–May GHI[ Group Chief Financial Officer: then Since June GHI[ Group Chief Risk Officer

Previous Board Mandates GHIH–GHIG Member of the Audit & Risk Committee: EFG Private Bank Ltd: London GHIU–GHI] Member of the Board: Edmond de Rothschild (Europe): Luxembourg

Current Board Mandates Since GHI] Member of the Board: Swissquote Bank Ltd Since GHI[ Member of the Board: Swissquote Group Holding Ltd Since GHI[ Chairman of the Board: Edmond de Rothschild Real Estate SICAV Since GHI[ Member of the Board and Chairman of the Audit & Risk Committee: Edmond de Rothschild Asset Management (Switzerland) Ltd Since GHI[ Chairman of the Board: Edmond de Rothschild Pension Fund

Jean-Christophe Pernollet has not held official functions or political posts in GHIVO With the exception of the above-mentioned activities: he has no significant business connections with the Company or one of the Company's subsidiariesO

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7K K! Former member of the Board of Directors

Mario Fontana ( 5"D/Swiss nationalC domiciled in Switzerland) Chairman of the Board of Swissquote Group Holding Ltd from April !GG! to May !G 5 Chairman of the Board of Swissquote Bank Ltd from April !GG" to May !G 5

For additional information on Mario Fontana: reference is made to the Corporate Governance Report GHI\O

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7K! Other activities and vested interests The organisation and responsibilities of the Group entities None of the Board members has activities or vested interests are mainly set out in the Policy on the consolidated supervi- (as defined in the SIX Swiss Exchange regulations) other than sion: which in particular aims at ensuring that: the ones described in Section UOIO − The Group is duly organised and has a proper structure and governance: including a cohesive set of by-laws: 7K7 Number of permitted activities policies and regulations; Pursuant to ArtO IZ ParaO ] of the AoI: the number of man- − The Group has an appropriate internal control system dates held in superior governing or administrative bodies of and the Group entities comply with the regulations ap- legal entities outside the Company and its affiliates: which plicable to them; must be registered with the Swiss Commercial Register or a − The risks implied by the activities of the Group: includ- comparable foreign register: is limited for members of the ing legal and reputation risks: are adequately identified: Board to I[ mandates held in business undertakings: a mitigated and monitored; maximum of four of which may be in listed companies: and to − The Board members: the Executive Management mem- five mandates held in other legal entities such as foundations bers and other key persons in the Group provide assur- and associationsO Mandates held in different legal entities of ance of proper business conduct; one and the same single group of companies or mandates on − The applicable regulations on the fight against money behalf of a group or legal entity shall be counted as one man- laundering and terrorist financing are duly complied dateO Limits may be exceeded for a short-term period of time: with throughout the Group; but by no more than one third of the number of permitted − The applicable regulations on the establishment of fi- mandates per above-mentioned categoryO nancial statements as well as on capital adequacy: li- quidity: risk diversifications: risk positions and other 7K" Elections and terms of office relevant quantitative parameters are duly complied with The Board must have a minimum of three members elect- throughout the GroupO ed at the General Meeting of ShareholdersO According to ArtO IZ ParaO G of the AoI: the members of the Board are The level of competence for making decisions in the Com- elected individually for a term of office that finishes at the pany (including according to levels of financial materiality) is end of the next Ordinary General MeetingO Re-election is set forth in the Organisation Regulations and other internal permittedO New members of the Board appointed during a regulations and is summarised in the Regulation relating to term of office can only be elected to serve until the end of responsibilities and financial powersO that termO The Chair is elected at the General Meeting until After each Ordinary General Meeting: where all Board the next Ordinary General MeetingO members and the Chair are elected: the Board appoints its The Board has always been composed of non-execu- SecretaryO The Board may form one or several advisory com- tive membersO The Board acts at the same time as the Board mittees: which consist of members of the BoardO The Com- of Directors of Swissquote Bank LtdO mittees are in charge of proposing board resolutions to the The time of the first election of the current Board full Board with respect to specific mattersO In GHIV: there members is mentioned in Section UOIO were two such Committees at the level of the Group: the Au- dit & Risk Committee and the Nomination & Remuneration 7K# Internal organisational structure CommitteeO Such Committees must report to the Board on a 7K#K Generalities regular basis: but at least once per quarter for the Audit & Risk The operating of an international financial services group Committee and twice a year for the Nomination & Remuner- comprising a bank in Switzerland and a bank in Luxembourg ation CommitteeO Further: certain functions of the Board are as well as investment firms located in major financial places delegated to the ChairO requires: inter alia: a proper organisation and an efficient con- solidated supervision by the CompanyO

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7K#K Generalities (continued) − Supervise the achievement of the Group's objectives in The Board meets as often as required: but at least four times terms of sustainability: gender diversity and wage fair- a yearO The Board and the Committees plan and coordinate ness; their activities in accordance with a yearly planning sched- − Prepare the Annual Report: the Corporate Governance ule that covers all matters requiring the Board's attention and Report and the Remuneration Report; thus ensures that the Board's activity is compliant with appli- − Prepare the General Meeting (including the invitation cable laws and regulationsO to the General Meeting) and execute the General Meet- In GHIV: the Board met ten times (six physical meetings ing's resolutions; and four conference calls): out of which one meeting was a − Decide on the nomination: renewal or dismissal of the strategy session and another meeting the so-called Annual auditors and of the internal auditor; Conference on Risks (see Section UOJ)O In average: a physical − Supervise the Executive Management: in particular with meeting lasted for four and a half hours and a conference call regard to compliance with laws: the AoI: the internal lasted for forty-five minutesO The Executive Management was regulations and the Board's instructions; present at all meetings: except where there was a review of − Approve the risk policy and the key risk management their personal situationO On various occasions: decisions were principles; taken by means of circular resolutions and ratified at the next − Pass resolutions in connection with a capital increase Board meetingO pursuant to ArtO Z[Ia: Z[Gg and Z[Ug CO and make decisions pursuant to ArtO ZU]a ParaO I CO (contribu- 7K#K! Functions of the Board of Directors tions on shares not fully paid-up) and Z[I ParaO ] CO The Board acts as the ultimate direction of the Company and (increase of share capital in the case of authorised capital); has the power to decide on all matters that are not vested in − Approve mass redundancies of employees pursuant to the General Meeting or in any other body by law or pursuant ArtO UU[d CO or similar foreign regulations; to the AoI or the Organisation RegulationsO It is the Board's − Notify the competent authority in case of over-indebt- responsibility to perform: inter alia: the following functions: edness; and − Define the strategy and the objectives of the Company − Approve those matters for which the Executive Man- and approve the implementation or cessation of busi- agement has to seek approval by the Board: in particu- ness activities; lar through the approval of internal regulationsO − Establish the overall organisation and: in particular: ap- prove the organisation chart of the Group based on the The Board's approval is also required for specific transactions proposal of the Executive Management; that do not fall under the ordinary business activities and/or − Decide on the appointment: suspension and dismissal which financially exceed defined thresholdsO of the Executive Management and of the other signato- Board members may not act alone on behalf of the ries of the Company; Company and may not give instructions on their own: except − Appoint the Chairs of the Committees; where the AoI: the internal regulations or a resolution of the − Based on the proposal of the Nomination & Remuner- Board provide otherwiseO ation Committee: submit to the General Meeting pro- posals of maximum aggregate amounts of remunera- 7K#K7 Functions delegated to the Chair tion for the Board and the Executive Management and The Chair performs: inter alia: the following functions: decide: within the framework of the General Meeting's − Chair the meetings of the Board and the General Meet- resolutions: on the remuneration of the Board and the ing of Shareholders; Executive Management; − Ensure that all relevant matters are duly part of the − Based on proposals of the Audit & Risk Committee: de- Board meeting agenda and subject to an appropriate termine the applicable accounting standards: the prin- follow-upO Relevant matters include strategy: business: ciples governing the internal control system (including financial risk and compliance matters as well as environ- for what regards the financial control): the financial mental: social and governance matters; planning and the financial disclosure policy: as well as − Represent the Board vis-à-vis the public at large: public approve the capital planning and the annual budget; officials and the shareholdersO − Approve the annual financial statements and regular interim financial reporting prior to their disclosure and after clearance by the Audit & Risk Committee;

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7K#K" Rules governing decisions In terms of risk management: the oversight responsibilities of The majority of members shall be present for the Board to be the Audit & Risk Committee include: inter alia: the following: quorateO Resolutions of the Board are passed by a majority − Assess: at least annually: the Group's risk management of the votes cast by the members presentO In the event of framework (in particular the risk capacity: the risk appetite a tie: the Chair has the casting voteO For decisions that are and the risk tolerance): make corresponding recommen- taken in relation to a capital increase (ordinary: conditional or dations to the Board and ensure that necessary changes authorised increase): including the related modifications of are made; the AoI: the quorum is also achieved when a single member − Monitor and assess the risk management framework: of the Board is presentO including the internal control systems of the Company For further information on quorum and decisions: refer- and of Swissquote Bank Ltd; ence is made to the AoI (in particular ArtO IJ)O − Oversee that the Executive Management has identified and assessed all the significant risks that the Group and 7K#K# Audit & Risk Committee its entities face and has established a risk management Board members on the Committee: Jean-Christophe Pernollet infrastructure capable of addressing those risks; (Chairman) and Martin NavilleO − Oversee: in conjunction with the Board and: where ap- The Audit & Risk Committee's primary function is to as- plicable: other board-level committees: risks: such as sist the Board in fulfilling its oversight responsibilities defined strategic: credit: market: liquidity: operational and by law: the AoI: internal regulations or otherwise with respect reputational risks; to financial reporting and risk managementO The Audit & Risk − Assess the Group's capital and liquidity planning and Committee has no decision-making powersO It only acts in an report to the Board; advisory or preparatory capacityO − Monitor and assess the qualifications: independence In terms of financial reporting: the oversight responsi- and performance of the internal auditor; bilities of the Audit & Risk Committee include: inter alia: the – Review the internal auditor's risk assessment: audit following: plans and all their reports and supervise the actions taken − Monitor and assess the overall integrity of the financial by the Management following the audit results; and statements; − Make recommendations to the Board as to the nomi- − Monitor the adequacy of the financial accounting: finan- nation: renewal or dismissal of the auditors and of the cial planning and reporting processes and the effective- internal auditorO ness of internal controls over financial reporting; − Monitor processes designed to ensure compliance by The Audit & Risk Committee meets at least once per quarterO the Group and its entities in all significant respects with In GHIV: it met five times (four physical meetings and one legal and regulatory requirements: including disclosure conference call)O In average: a physical meeting lasted for two controls and procedures: and the impact (or potential hours and ][ minutes and a conference call lasted in average impact) of developments related thereto; for ][ minutesO At each meeting held in GHIV: the Chairman − Make recommendations to the Board as to the applica- Jean-Christophe Pernollet: Martin Naville and the other Board tion of accounting standards; members were presentO Members of the Executive Manage- − Inform the Board of the result of the above-mentioned ment were invited to all the meetingsO The auditors were pres- tasks and make a recommendation as to whether the ent at the four physical meetings (once via telecommunication financial statements should be submitted to the Gen- means) and at the conference callO The internal auditors were eral Meeting; present at the four physical meetings and at the conference − Monitor and assess the qualifications: independence callO No external counsels attended the meetingsO and performance of the auditors and their interactions with the internal auditor; and − Review the risk analysis: the audit plan and all reports from the auditors and supervise the actions taken by the Executive Management following the audit resultsO

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7K#KD Nomination & Remuneration Committee – Implement the strategy decided by the Board and Board members on the Committee: Beat Oberlin (Chairman) execute its decisions and instructions; and Monica Dell'AnnaO − Prepare the items to be discussed by the Board; The Nomination & Remuneration Committee meets − Ensure that the internal organisation of the Company at least twice a yearO In GHIV: it met six times (four physical meets the needs of its business activities and its meetings and two conference calls)O In average: a physical development; meeting lasted one hour and UH minutes and a conference – Propose the organisation chart to the Board; call lasted in average UH minutesO At each meeting held in − Hire the employees and set their employment conditions GHIV: the Chairman Beat Oberlin: Monica Dell'Anna and the according to the guidelines issued by the Board; other Board members were presentO Members of the Exec- − Prepare the list of signatories for Board approval; utive Management were invited to all the meetings: except − Supervise accounting: financial control and financial where there was a review of their personal situationO No ex- planning; ternal counsels attended the meetingsO − Prepare the budget for Board approval; Further details on the Nomination & Remuneration − Prepare the reporting to the attention of the Board; Committee are provided in the Remuneration ReportO − Prepare the financial statements for Board approval and publish them; 7KD Definition of areas of responsibility − Ensure compliance with laws and regulations: in particular All executive functions within the Group not reserved to for what regards capital adequacy requirements: liquidity: the Board or to the Chair are delegated to the Executive risk diversification and privileged deposits and monitor ManagementO The Executive Management is responsible for the related developments; the implementation of the business strategies approved by − Delegate competences to committees; and the Board and for the compliance of the operations with the − Draft the internal regulations for Board approvalO risk management policies approved by the BoardO Further: the Executive Management ensures the maintenance and The delegation process to the Management is documented development of a corporate framework in line with the in the internal regulations and the Board has an overview of corporate values approved by the BoardO the delegation process through the summary provided in the The Executive Management in particular has the Regulation relating to responsibilities and financial powersO responsibility to perform the following functions: The following functions and entities report to:

Members of the Executive Management !G 5 Functions and entities Marc Bürki: CEO Group entities Paolo Buzzi: CTO Group entities / Project Management / Quantitative Asset Management / Software Engineering Yvan Cardenas: CFO Finance: Reporting & Tax Gilles Chantrier: CRO Controlling & Risk Jan De Schepper: CSO Customer Care / Marketing / Sales eTrading Private Clients & Partners / Sales Headquarters Lino Finini: COO Business Operations / Facility Management / Information Technology & Security Morgan Lavanchy: CLO Legal & Compliance Michael Ploog: CIO Assets & Liabilities Management & Treasury / eForex Trading & Market Strategy / Human Ressources / Trading

The Executive Management is further assisted by committees tions to the Executive ManagementO At least one member of consisting of members of the Management that carry out co- the Executive Management sits in each committeeO ordination and reporting functions and make recommenda-

Annual Report ,-./ Corporate Governance Report " Corporate Governance Report

7KH Information and control instruments vis-à-vis the Ad hoc reporting is addressed to the Board when required Executive Management by the circumstances or upon request by the BoardO Further: The Group operates a comprehensive management informa- the Executive Management must immediately report to the tion system that provides the Executive Management with all Board material matters outside the ordinary course of busi- data required to manage and control the business and to re- nessO port relevant information to the BoardO The Board and the Committees may invite the Execu- The Board periodically reviews the nature of the re- tive Management in corpore or some of its members to all or porting prepared by the Executive Management and the parts of the meetingsO frequency of the respective reportsO The reporting may be The function of internal auditor: reporting directly and summarised as follows: independently to the Board of Directors of Swissquote Bank Ltd: is outsourced to BDO SA: Geneva: which is a member of − Quarter I and U reporting in particular includes (I) the the Institute of Internal Auditing SwitzerlandO The duties of CEO Report: which inter alia provides an update on key the internal auditor are governed by the Ordinance on Banks financial figures: business activities: important projects: and Savings Banks: FINMA Circular GHIJ/I "Corporate gov- key operational matters and investor relations: (G) the ernance – banks" and the applicable internal regulationsO The Financial Report: which reports on the key financial mat- internal auditor analyses the compliance of business activities ters (including budgets and capital management issues): with legal and regulatory requirements and applicable inter- together with a full set of condensed consolidated in- nal regulationsO The internal auditor carries out the audit plan terim financial statements (established for internal approved by the Board and reports its significant findings and purposes only): (U) the Risk Report: which informs on recommendations in writingO It also executes ad hoc missions risk-related matters and (]) the Legal & Compliance Re- and investigations upon request of the BoardO The internal port: which reports on legal: compliance and regulatory auditor provides the Board with a specific half-year summary matters; report that reviews: inter alia: the progress made by the Com- − Half-yearly reporting covers the same scope as the pany in implementing the recommendations made in earlier quarter I and U reporting: except that an interim statu- reports and includes relevant information with respect to the tory balance sheet and income statement of Swissquote execution of the audit planO The internal auditor participates Bank Ltd is provided in addition to the condensed con- in the Annual Conference on Risks and provides the Board solidated interim financial statementsO This latter docu- with its own assessment of the risks: internal control systems ment is reviewed by the auditors and serves as basis for and risk management processesO The Board formally takes the half-year press release; and note of the reports of the internal auditor and reviews the − Yearly reporting covers the same scope as the half-year conclusions and comments made by the Audit & Risk Com- reporting and includes the audited consolidated and mittee: which examines the reports in detailO statutory financial statements for both the Company Swissquote Bank Ltd is responsible for performing con- and Swissquote Bank LtdO solidated supervision functions that cannot be performed at the level of the Company: in particular when the necessary Once a year: the Board organises a conference dedicated resources or systems are not available in the CompanyO to an in-depth review of the risks: internal control systems In terms of risk management: the Company complies: and risk management processes (the "Annual Conference on inter alia: with the requirements of FINMA Circular GHIJ/I Risks")O The Executive Management and the respective heads "Corporate governance – banks" and maintains an extensive of Information Technology & Security and Assets & Liabilities risk management framework which addresses risks related to Management & Treasury provide the Board with their own risk a banking activity (credit risk: market risk: interest risk: oper- assessment and their recommendations with respect to the ational risk: reputation risk: etcO)O enhancement of the internal control systems and risk man- agement processesO

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4 Executive Management "K Members of the Executive Management On I March GHIV: Yvan Cardenas: Jan De Schepper and Lino Finini were appointed to the Executive ManagementO As at UI December GHIV: the Executive Management consisted of eight membersO

Members of the Year of arrival at the Executive Management !G 5 Nationality Year of birth Executive Management Marc Bürki: CEO I Swiss IVZI IVVV Paolo Buzzi: CTO I Swiss IVZI IVVV Yvan Cardenas: CFO Swiss IV\H GHIV Gilles Chantrier: CRO Swiss and French IVJG GHIJ Jan De Schepper: CSO Swiss and Belgian IVJZ GHIV Lino Finini: COO Swiss IVZ[ GHIV Morgan Lavanchy: CLO Swiss IVJV GHIJ Michael Ploog: CIO Swiss IVZH IVVV

I Marc Bürki and Paolo Buzzi are founding shareholders of the Company and are major shareholders as at UI December GHIVO

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"K Members of the Executive Management (continued)

Marc Bürki ( 5D /Swiss nationalC domiciled in Switzerland) (CEO) of Swissquote Group Holding Ltd and Swissquote Bank Ltd Founding partner of Swissquote Group Holding Ltd

Educational Background IV\G–IV\J Degree in Electrical Engineering: Swiss Federal Institute of Technology (EPFL): Lausanne

Professional Experience IV\J–IVVH Telecommunication Specialist: European Space Agency: Nordweijk: Netherlands IVVH–GHHG Co-Managing Director: Marvel Communications Ltd Since IVVV Chief Executive Officer: Swissquote Group Holding Ltd Since GHHG Chief Executive Officer: Swissquote Bank Ltd

Current Board Mandates Since GHIG Chairman of the Board: Swissquote MEA Ltd: Dubai: UAE Since GHI] Chairman of the Board: Swissquote Ltd: London: UK Since GHI] Chairman of the Board: Swissquote Asia Ltd: Hong Kong Since GHIZ Member of the Board: ETH Domain: Bern Since GHIV Chairman of the Board: Swissquote PteO Ltd: Singapore Since GHIV Chairman of the Board: Swissquote Bank Europe SA: Luxembourg

Paolo Buzzi ( 5D /Swiss nationalC domiciled in Switzerland) (CTO) of Swissquote Group Holding Ltd and Swissquote Bank Ltd Founding partner of Swissquote Group Holding Ltd

Educational Background IV\U–IV\\ Degree in Micro-Engineering: Swiss Federal Institute of Technology (EPFL): Lausanne

Professional Experience IV\\–IVVH Software Engineer and New Technology Integration Engineer: Rolm Systems: Santa Clara: USA IVVH–GHHH Co-Managing Director: Marvel Communications SA GHHH–GHH] Chief Executive Officer: Swissquote Info SA Since IVVV Chief Technology Officer: Swissquote Group Holding Ltd Since GHHG Chief Technology Officer: Swissquote Bank Ltd

Current Board Mandates Since GHHG Chairman of the Board: Swissquote Trade Ltd: Gland: Switzerland Since GHIG Member of the Board: Swissquote MEA Ltd: Dubai: UAE Since GHIG Chairman (GHIG–March GHI[: Vice Chairman): Swissquote Financial Services (Malta) Limited: Valletta: Malta Since GHIZ Member of the Strategic Advisory Board: EPFL: Lausanne Since GHIV Member of the Board: NetGuardians: Yverdon-les-Bains

Annual Report ,-./ Corporate Governance Report "" Corporate Governance Report

Yvan Cardenas ( 5AG/Swiss nationalC domiciled in Switzerland) (CFO) of Swissquote Group Holding Ltd and Swissquote Bank Ltd

Educational Background IVVV–GHHU Bachelor and Master Degree: Hautes Etudes Commerciales (HEC): University of Lausanne and StO Gallen (exchange) Since GHHJ Swiss Certified Public Accountant Since GHIZ Swiss Certified Tax Expert

Professional Experience GHHU–GHIH Manager in Audit/Financial Services (since GHH\): PricewaterhouseCoopers: Lausanne GHIH–GHII Senior Officer: Swissquote Bank Ltd GHII–GHIU Head Accounting & Reporting: Swissquote Bank Ltd GHI]–GHI\ Head Finance: Reporting & Tax: Swissquote Bank Ltd Since GHIV Chief Financial Officer: Swissquote Group Holding Ltd/Swissquote Bank Ltd

Current Board Mandates Since GHIV Member of the Board: Swissquote Bank Europe SA: Luxembourg

Other Mandates Since GHIZ Member of the Committee: EXPERTsuisse – Section Vaud Since GHIV Member of the Tax Commission: Chambre vaudoise du commerce et de l'industrie Since GHIV Member of the Board of the Social Insurances Committee AVS/AI/APG/AF: Chambre vaudoise du commerce et de l'industrie

Gilles Chantrier ( 5H!/Swiss and French nationalC domiciled in Switzerland) (CRO) of Swissquote Group Holding Ltd and Swissquote Bank Ltd

Educational Background IVVJ–GHHH Bachelor – BOScO in Economics: School of Business Administration (HEG): Lausanne GHIZ Risk Management in Banking: Institut européen d'administration des affaires (INSEAD): Fontainebleau

Professional Experience IVV[–IVVJ Accountant: Infogest SA GHHH–GHHG Deputy Head Accounting: Swissquote Bank Ltd GHHG–GHHU Head Backoffice: Swissquote Bank Ltd GHHU–GHH[ Head Internal Controlling: Swissquote Bank Ltd GHH[–GHIU Head Reporting & Controlling: Swissquote Bank Ltd GHI]–GHIZ Head Controlling & Risk: Swissquote Bank Ltd Since GHIJ Chief Risk Officer: Swissquote Group Holding Ltd/Swissquote Bank Ltd

Current Board Mandates Since GHIH Member of the Board: Foundation Swissquote U rd Pillar Since GHI] Member of the Board: Swissquote Ltd: United Kingdom Since GHI] Member of the Board: Swissquote MEA Ltd: Dubai: UAE Since GHI] Member of the Board: Swissquote Asia Ltd: Hong Kong Since GHIV Member of the Board: Swissquote PteO Ltd: Singapore Since GHIV Member of the Board: Swissquote Bank Europe SA: Luxembourg

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Jan De Schepper ( 5HD/Swiss and Belgian nationalC domiciled in Switzerland) Chief Sales & Marketing Officer (CSO) of Swissquote Group Holding Ltd and Swissquote Bank Ltd

Educational Background IVVJ–GHHH BSc in Business Management: University of Applied Science (FHNW): Olten GHII–GHIU Executive MBA in International Management: University of Geneva

Professional Experience GHHH–GHHG Junior Brand Manager: Feldschlösschen Getränke (Carlsberg Group): Rheinfelden GHHG–GHHU Brand Manager: Feldschlösschen Getränke (Carlsberg Group): Rheinfelden GHHU–GHH] Brand Manager: Bacardi-Martini: Geneva GHH]–GHH\ Account Director: Saatchi & Saatchi: Geneva GHH\–GHI[ Marketing Manager: McDonald's Switzerland: Lausanne GHI[–GHIV Head Marketing: Swissquote Bank Ltd Since GHIV Chief Sales & Marketing Officer: Swissquote Group Holding/Swissquote Bank Ltd

Current Board Mandates Since GHI\ Member of the Board: SWA/ASA – National Advertiser Association: Zurich

Lino Finini ( 5D#/Swiss nationalC domiciled in Switzerland) (COO) of Swissquote Group Holding Ltd and Swissquote Bank Ltd

Educational Background IV\J–IV\\ Computer Science Studies: Lausanne GHH\ Fund Officer FA/IAF: Zurich

Professional Experience IV\\–IVVG Developer: Banque Indosuez: Lausanne IVVG–IVVZ Associate Director: IT Operations: Banque Indosuez: Lausanne IVVZ–GHHI Software and Hardware Architect: LaserCom Ltd: Geneva GHHI–GHHG Core Banking Specialist: Swissquote Info Ltd GHHG–GHH] Head Banking Applications: Swissquote Bank Ltd GHH]–GHIV Head Back Office & Banking Applications: Swissquote Bank Ltd Since GHIV Chief Operating Officer: Swissquote Group Holding Ltd/Swissquote Bank Ltd

Current Board Mandates Since GHI[ Member of the Board: Swissquote Financial Services (Malta) Limited: Valletta: Malta Since GHIV Member of the Board: Groupement Hospitalier de l'Ouest Lémanique (GHOL): Nyon

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Morgan Lavanchy ( 5H5/Swiss nationalC domiciled in Switzerland) Chief Legal Officer (CLO) of Swissquote Group Holding Ltd and Swissquote Bank Ltd

Educational Background IVVJ–GHHG Master of Laws: Law School: University of Neuchâtel GHHG–GHH] Master of Advanced Studies (LLOMO) in Business Law: Law School: Universities of Lausanne and Geneva GHII Certificate DIFC Rules & Regulations: Chartered Institute for Securities & Investment

Professional Experience GHHU–GHHZ Legal Officer: Swissquote Bank Ltd GHHZ–GHIZ Head Legal & Compliance: Swissquote Bank Ltd Since GHIJ Chief Legal Officer: Swissquote Group Holding Ltd/Swissquote Bank Ltd

Current Board Mandates Since GHIH Secretary: Foundation Swissquote U rd Pillar

Other Mandate Since GHI\ Member of the Executive Committee: Capital Markets and Technology Association

Michael Ploog ( 5DG/Swiss nationalC domiciled in Switzerland) (CIO) of Swissquote Group Holding Ltd and Swissquote Bank Ltd

Educational Background IV\H–IV\U Hautes Etudes Commerciales (HEC): University of Lausanne IV\Z–IVVH Swiss Certified Public Accountant: Swiss Institute of Certified Public Accountants: Lausanne

Professional Experience IV\U–IV\[ Chair of Financial and Cost Accounting: Graduate Teaching Assistant: University of Lausanne IV\Z–IVV\ Senior Manager (since IVV[): Deloitte IV\Z–IVV] Audit: Geneva IVV]–IVVZ Corporate Finance: London IVVZ–IVV\ Management Advisory Services: Lausanne IVV\–IVVV Senior Manager Transaction Services Group & Corporate Finance: PricewaterhouseCoopers: Lausanne IVVV–GHIV Chief Financial Officer: Swissquote Group Holding Ltd GHHH–GHIV Chief Financial Officer: Swissquote Bank Ltd Since GHIV Chief Investment Officer: Swissquote Group Holding Ltd/Swissquote Bank Ltd

Current Board Mandates Since IVVV Member of the Board: Swissquote Trade Ltd: Gland: Switzerland Since GHIH Chairman: Foundation Swissquote U rd Pillar Since GHIG Vice Chairman of the Board: Swissquote MEA Ltd: Dubai: UAE

Other Mandates Since IVVV Secretary of the Board: Swissquote Group Holding Ltd Since GHHZ Secretary of the Board: Swissquote Bank Ltd Since GHIG Member of the Selection Committee: FIT – Fondation pour l'Innovation Technologique

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"K! Other activities and vested interests It has the following non-transferable powers to: None of the members of the Executive Management has activi- − Establish and amend the AoI; ties and vested interests (as defined in the SIX Swiss Exchange − Annually elect the members of the Board: the Chair of regulations) other than the ones described in Section ]OIO the Board: the members of the Remuneration Com- mittee: the independent proxy and the auditors; "K7 Number of permitted activities − Approve the Annual Report and the Consolidated Pursuant to ArtO IZ ParaO ] of the AoI: the number of man- Financial Statements; dates held in superior governing or administrative bodies of − Approve the Annual Financial Statements and adopt legal entities outside the Company and its affiliates: which resolutions concerning the allocation of the dispos- must be registered with the Swiss Commercial Register or a able profit: in particular set the dividend as well as the comparable foreign register: is limited for members of the profit-sharing bonus; Executive Management to four mandates held in business un- − Discharge the members of the Board; dertakings: a maximum of one of which may be in a listed com- − Approve the remuneration of the Board and the Exec- pany: and to five mandates held in other legal entities such as utive Management in accordance with ArtO I] bis of the foundations and associationsO Mandates held in different le- AoI; and gal entities of one and the same single group of companies or − Pass resolutions on all matters reserved to the Gener- mandates on behalf of a group or a legal entity shall be count- al Meeting by law or the AoIO ed as one mandateO Limits may be exceeded for a short-term period of time: but by no more than one third of the number For further information on the General Meeting: reference of permitted mandates per above-mentioned categoryO is made to the AoI (in particular ArtO V: IH and II)O

"K" Management contracts DK! Voting rights and representation restrictions The Company has not entered into management contracts Pursuant to ArtO IG of the AoI: every person duly entered with third partiesO in the share register as a shareholder with voting rights is entitled to exercise the rights attached to the registered 5 Remuneration, shareholding and loans sharesO Shareholders may have their shares represented at Details on the remuneration: shareholding and loans are the General Meeting by a legal representative or: with a provided in the Remuneration ReportO written power of attorney: by a third party: who is not re- quired to be a shareholder of the CompanyO The Board shall 6 Shareholders' participation decide on the requirements regarding powers of attorney DK Generalities and instructions; powers of attorney without qualified elec- Shareholders in Swiss corporations limited by shares have ex- tronic signatures may also be recognisedO The final decision tended protective and participatory rightsO Protective rights on the validity of powers of attorney rests with the Chair include the right of inspection and information (ArtO ZVZ and of the BoardO ZVJ CO): the right to a special audit (ArtO ZVJa CO): the right Pursuant to ArtO J of the AoI: upon request: acquir- to call a General Meeting (ArtO ZVV ParaO U CO): motion rights ers of registered shares will be entered in the share register (ArtO ZVV ParaO U CO): the right to challenge resolutions of as shareholders with voting rights if they expressly declare the General Meeting (ArtO JHZ CO) and the right to instigate that they have acquired the registered shares in their own liability proceedings (ArtO J[G ff CO)O Participatory rights name and for their own accountO If this requirement is not primarily include the right to participate in General Meetings satisfied: the person in question will be entered in the share of Shareholders: the right to express an opinion and voting register as a shareholder without voting rightsO The AoI do rights (ArtO ZV] CO)O The Ordinance against Excessive Com- not contain any express provisions for granting exceptions pensation in Listed Corporations grants additional rights to this limitationO to shareholders: such as with respect to the election of the The AoI do not contain any provisions on abolishing independent proxy: whose term of office ends at the next voting-rights restrictions; the general rules of the Swiss Ordinary General MeetingO For further information on this Code of Obligations applyO ordinance: reference is made to the Remuneration ReportO Specific rules on the issue of instructions to the in- The General Meeting is the highest body of the CompanyO dependent proxy or on the electronic participation in the General Meeting are set by the Board and communicated to shareholders in the invitation to the General MeetingO

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DK7 Quorums required by the Articles of Incorporation − The shareholder or shareholders submit their request in Where a General Meeting has been convened in accordance writing and: at the same time: arrange for shares with a with the provisions of the law and the AoI: decisions may nominal value of at least IH% of the share capital to be be taken: irrespective of the number of shares represented blocked by the depository: the latter being required to or shareholders present at the General MeetingO Pursuant to issue confirmation that said shares have been blockedO ArtO IG of the AoI: the General Meeting is therefore quorate The shares shall remain blocked until the day after the regardless of the number of shares representedO General MeetingO Except when the law and/or the AoI provide otherwise: the General Meeting passes resolutions and conducts elec- For further information on the convocation of the General tions by an absolute majority of the voting rights validly rep- Meeting: reference is made to the AoI (in particular ArtO IH resentedO Elections require an absolute majority in the first and II)O round: and: if this is not achieved: a relative majority is suf- ficient in the second roundO In the event of a tie: the Chair DK# Inclusion of items on the agenda of the Board has the casting voteO As a rule: votes are cast Pursuant to ArtO II of the AoI: no resolutions may be passed electronicallyO If the electronic voting system fails: an open on motions relating to agenda items that were not duly an- vote shall be held unless one or more shareholders who alone nounced: except for motions by a shareholder to convene or together represent at least [% of the voting rights request an extraordinary General Meeting: to carry out a special au- a secret ballotO dit or to elect an auditorO Pursuant to ArtO I] of the AoI: a resolution of the Gen- One or more shareholders of the Company may re- eral Meeting adopted by at least two thirds of the votes rep- quest that an item be included on the agenda if all of the resented and an absolute majority of the nominal values of following conditions are satisfied: the shares represented is required for: − The shareholder or shareholders together hold at least − A change to the Company's purpose; [% of the nominal value of the share capital entered − The introduction of preferred voting shares; in the commercial register on the day the request is − The restriction of the transferability of registered shares; received; − An authorised or conditional capital increase; − The shareholder or shareholders submit their request − A capital increase by recourse to equity: against con- in writing and: at the same time: arrange for shares tribution in kind or for the acquisition of assets and the with a nominal value of at least [% of the share cap- granting of special benefits; ital to be blocked by the depository: the latter being − The restriction or revocation of subscription rights; required to issue confirmation that said shares have − The relocation of the Company's registered office; and been blockedO The shares shall remain blocked until − The dissolution of the CompanyO the day after the General Meeting; and − The request is sent by registered letter to the attention DK" Convocation of the General Meeting of Shareholders of the Board at the registered office of the Company The General Meeting is convened by the Board in the normal and shall arrive there at least ][ days prior to the Gen- course of business or otherwise by the auditors or the liqui- eral MeetingO datorO One or more shareholders of the Company may request For further information on the agenda: reference is made to the convocation of a General Meeting if all of the following the AoI (in particular ArtO II)O conditions are satisfied: − The shareholder or shareholders together hold at least IH% of the nominal value of the share capital entered in the commercial register on the day the request is re- ceived; and

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DKD Entries in the share register ArtO IUG ParaO I and G FMIA outlines the Board's obligation: Pursuant to ArtO Z of the AoI: the Company maintains a share in the event of a public takeover bid: to provide shareholders register in which the names and addresses: respectively the cor- with the information they need in order to evaluate the offer porate name and registered office of the owners of the regis- and also prohibits the Board from taking defensive measuresO tered shares and any usufructuaries: are entered intoO The Board No significant alteration in the assets or liabilities of the tar- has mandated ShareCommService AG: Europa-Strasse GV: CH- get company is permitted as from the time of the bid: aside \I[G Glattbrugg: to maintain the Company's share registerO from transactions that have already been approved at the Pursuant to ArtO J of the AoI: upon request: acquirers General MeetingO of registered shares will be entered in the share register as The AoI do not include any opting-out or opting-up shareholders with voting rights if they expressly declare that clauseO they have acquired the registered shares in their own name and for their own accountO If this requirement is not satisfied: HK! Clauses on changes of control the person in question will be entered in the share register as None of the members of the Board: the members of the a shareholder without voting rightsO For practical reasons: no Executive Management or other employees benefit from new registration is made in the share register for a period up change of control clausesO to GH days before a General MeetingO Shareholders who sell their shares prior to the General Meeting are no longer entitled to exercise their votesO For further information on entries in the share register: reference is made to the AoI (in particular ArtO Z and J)O

7 Changes of control and defence measures HK Duty to make an offer ArtO IU[ FMIA states that anyone who directly: indirectly or acting in concert with third parties acquires equity securities which: added to the equity securities already owned: exceeds I the threshold of UU /7% of the voting rights of a target com- pany: whether exercisable or not: must make an offer to ac- quire all listed equity securities of that companyO

Annual Report ,-./ Corporate Governance Report #G Corporate Governance Report

8 Auditors generally only be provided by the auditors (eOgO reviews of AK Generalities documents filed with FINMA): the Group uses consultants The main duties of the auditors are to report to the General who are independent from the auditorsO Meeting the results of their audits: the objective of which is In addition to their audit opinions: the auditors are re- to verify that the annual financial statements: the Annual Re- quested to provide the Audit & Risk Committee with spe- port and the proposed appropriation of retained earnings cific information such as their audit findings: comments on comply with the law and the AoIO accounting issues and audit fee proposalsO The auditors recommend the approval: with or without qualification: or the rejection of the annual financial state- AK! Duration of the mandate and term of office of the mentsO Further: when the Company is required to deliver lead auditor consolidated financial statements: the auditors must report The auditors are elected for a one-year term by the General on the compliance with the law and the accounting princi- Meeting and are eligible for re-electionO They were re-elected ples adopted for the consolidationO The auditors must be on IH May GHIVO Since GHI]: Beresford Caloia has been re- present at Ordinary General Meetings: unless a unanimous sponsible for the audit of the GroupO The rotation frequency resolution of the shareholders provides otherwiseO of the lead auditor is maximum seven yearsO The consolidated financial statements and the statu- tory financial statements of the Company have been audit- AK7 Audit fees and additional fees ed since IVVV by PricewaterhouseCoopers Ltd: which has The total fees charged by the auditors to the Group in GHIV been re-elected each year since thenO are analysed as follows: The auditors must be independent from the Board: the Executive Management and the shareholdersO Except for tax matters: audit-related services and other services that can

!G 5 !G A in CHF

Audit fees VGH:JZJ JIZ:Z\G Additional fees: Tax [[:HHH ZH:HHH Total 975,767 776,682

Audit fees are agreed upon in advance for the audits of the In GHIV: audit fees increased due to the growth of the Group's consolidated and statutory financial statements of the Group operations in Luxembourg mainly: as well as in SingaporeO companies: as well as for the regulatory audit of Swissquote Tax-related additional fees mainly cover the assistance Bank LtdO They can be adjusted in the course of the relevant provided to the Group when filing local tax returnsO year under special circumstancesO

Annual Report ,-./ Corporate Governance Report # Corporate Governance Report

AK" Informational instruments pertaining to the auditors and (iv) a confirmation as to whether the proposed The auditors closely interact with the Audit & Risk Commit- appropriation of retained earnings complies with the tee and are invited to its meetingsO In GHIV: the auditors met law and the AoI; and five times with the Audit & Risk CommitteeO − Report to the General Meeting of the Company on the Year-round: the auditors issue: inter alia: the following Remuneration ReportO documents: − Planning report with respect to the audit of the statutory The above-mentioned documents are commented on by the and consolidated financial statements of the Company: auditors during meetings of the Audit & Risk CommitteeO In respectively of the statutory financial statements particular: the planning of the statutory and consolidated of Swissquote Bank LtdO The document includes financial audits and the planning of the regulatory audit are information on (i) the developments in accounting discussed at the Annual Conference on Risks: to which the standards: (ii) the auditors' risk analysis: (iii) the audit members of the Audit & Risk Committee attendO of the internal control system in connection with The Audit & Risk Committee also receives copies of the preparation of the financial statements: (iv) the the reports related to Swissquote Bank Ltd's compliance with coordination of the auditors' activities with the internal the provisions of agreements or private regulations (eOgO reg- auditor: (v) the estimated fees and (vi) the timeline of ulations issued by the SIX Swiss Exchange)O This allows the the audit; Audit & Risk Committee to assess the work of the auditors − Planning report with respect to the regulatory audit: performed outside the standard audit services: in particular in which includes information on (i) the changes in the terms of conflicts of interestO regulatory environment: (ii) the auditors' risk analysis Once a year: the Audit & Risk Committee reviews the and the audit strategy pursuant to FINMA Circular qualification: independence and performance of the auditors GHIU/U on auditing: (iii) the estimated fees and (iv) the and assesses: inter alia: the level of expertise available: the timeline of the audit activities; adequacy of resources and the quality of the planning (in par- − Review report with respect to the condensed ticular the coordination with the internal auditor)O The Audit consolidated interim financial statements; & Risk Committee assesses the auditors' independence on − Comprehensive report to the Audit & Risk Committee the basis of the auditors' related annual confirmation and on and to the Board with respect to the statutory and the Audit & Risk Committee's own assessment of the various consolidated financial statements of the Company: reports addressed to its attention or of which it received a respectively to the Board of Directors of Swissquote copyO The Audit & Risk Committee also assesses whether the Bank Ltd with respect to the statutory financial amount and trend in audit fees appears reasonableO In this re- statements of Swissquote Bank LtdO The document spect: changes to audit fees must be justified by the auditors: includes the auditors' key findings regarding the taking into consideration changes in volumes to be audited accounting: the internal control system and the and/or the complexity of the auditsO Based on its annual as- performance and results of the audit; sessment: the Audit & Risk Committee recommends to the − Regulatory audit report to FINMA: a copy of which is Board to either propose the General Meeting to re-elect the addressed to the Board of Directors; auditors or to start a process for the selection of new audi- − Report to the General Meeting of the Company: torsO respectively of Swissquote Bank Ltd: on the results of the audit of the financial statementsO The document includes (i) the auditors' opinion as to whether the financial statements should be approved with or without qualification: or rejected: (ii) information on the independence of the auditors: (iii) a confirmation as to whether an internal control system exists or not

Annual Report ,-./ Corporate Governance Report #! Corporate Governance Report

9 Information policy If the Company discovers that a statement made was: in fact: 5K General principles materially incorrect at the time it was disclosed: the Company The Company's information policy aims primarily at pro- will publicly issue a corrective statement of such incorrect moting confidence: creating a better understanding of the statement as soon as the error is discoveredO The Company Company's business and developing and maintaining realistic will also issue in due time a corrective statement when new investor expectationsO facts have emerged that make a previous disclosure false or The Company commits to providing timely and orderly in- misleadingO formation in accordance with the applicable legal and regu- The Company does not comment on market rumours latory requirements: in particular with the provisions of the and speculationsO SIX Swiss Exchange regulations on ad hoc publicityO The Company aims at providing the financial market with con- 5K! Reporting and corporate calendar sistent: accurate and complete information evenly during 5K!K Annual and interim reporting profitable or difficult periods and ensures that the invest- Company results are published by media releases shortly after ment community has fair access to such informationO the Board approves themO Such media releases are followed It is the Company's policy not to release detailed earn- by a media and analyst conference as well as optional call-in ings projections: but it may provide certain guidance and/or conferencesO The media releases: the presentations made at outlooks to the investment community for them to assess the call-in and press conferences: Annual Reports (including the Company and its business prospectsO respective Corporate Governance Report and Remuneration As a general rule: material or price-sensitive information Report) and interim consolidated financial statements are re- must be released promptly as soon as the main aspects of such leased on the Company website ( https://enOswissquoteOcom/ information are established by the CompanyO However: the company/investors )O Annual Reports: including the respective Company is permitted under the relevant regulatory provi- Corporate Governance Report and Remuneration Report: are sions to postpone the release of material information: if the available in print format on requestO information concerns a plan or negotiation of the Company and its premature disclosure would prejudice the legitimate 5K!K! Corporate calendar interest of the CompanyO In such case: the Company will take The dates of the publication of the annual and interim re- adequate measures to ensure the effective confidentiality of sults as well as the dates of the Ordinary General Meeting the information and to prevent insiders from trading on the and of any extraordinary General Meeting are published on basis of that informationO The Company will adequately in- the Company website ( https://enOswissquoteOcom/company/ form the investment community in cases where the informa- investors ) and in media releasesO tion previously kept confidential is substantially leaked into The Ordinary General Meeting generally takes place in the marketO April or May of each year and will: in GHGH: take place on [ MayO The Company will generally avoid releasing material The half-year reporting GHGH is scheduled on II August GHGHO and price-sensitive information during trading periods of the Company's shares or shortly before opening of tradingO If the 5K7 Communication channels and contact addresses information is to be released during normal trading hours of Media releases (including ad hoc notices) and reports as well the SIX Swiss Exchange (V aOmO to [OUH pOmO) or less than as other information made public are accessible on https:// VH minutes before the opening of trading: the competent enOswissquoteOcom/company/media/press-releases in the department (SIX Exchange Regulation) must be informed at section "Company"O An e-mail service is available for sub- least VH minutes prior to the release of such informationO In scription in the same section of the Company website and situations where it cannot be avoided that material informa- allows any interested party to automatically receive by e-mail tion be disclosed during trading hours: the Executive Man- all information made public by the CompanyO agement must consider whether a request for a suspension of Contact addresses can be found after the Remunera- trading is appropriateO If material and non-public information tion ReportO is divulged unintentionally in a selective setting: such as ana- lyst meetings or conference calls: which are not open to the investment community: the Company will publicly disclose such information promptly after the meeting or after it learns of the selective disclosureO

Annual Report ,-./ Corporate Governance Report #7