It was held in accordance with Article 2 § 1(2) of the Act on mitigation of the consequences of the COVID-19 pandemic in civil, insolvency and criminal procedure law as a virtual Annual General Meeting without the physical presence of shareholders and their proxies.
The Board of Management and the Supervisory Board of the company have held the virtual Annual General Meeting at the company's registered office at Robert-Linnemann-Strasse 17, 48336 Sassenberg.
The invitation to the Annual General Meeting was published in the Federal Gazette on April 9, 2020.
Important Notice: On April 30, 2020, the Board of Management and the Supervisory Board resolved to withdraw the proposal for the appropriation of accumulated profit previously published under agenda item 2 and to propose to the Annual General Meeting that the reported accumulated profit of € 6,840,657.95 be carried forward.
The related ad hoc release can be found here
Information to our shareholders
In order to exercise your rights as shareholders, you must register in good time. The registration entitles you,
You can register for the Annual General Meeting using the form enclosed with your invitation. Please check whether the number of shares and your address are correct and register by May 13, 2020, 12.00 pm.
All shareholders who are recorded in the share register are eligible to participate and vote. If you receive the documents through a bank, then you are not recorded in the share register. In this case, please ask your bank to submit your details to the share register, so that in future you could directly be approached as a shareholder and are able to directly exercise your shareholder rights.
You can exercise your rights as a shareholder very conveniently via the shareholder portal. You will receive your personal access data together with the invitation and registration documents.
You also have the option of registering by E-mail to firstname.lastname@example.org, quoting your full address and shareholder number.
Even after registering you have the option of appointing another person, a bank or an association of shareholders to represent your voting rights or of appointing the instructions-bound proxy of the company to represent your voting rights. To do this, please use the registration confirmation sent to you or use our E-mail address email@example.com, quoting your shareholder number and your full name.
Please note that the proxy cannot exercise your voting rights without express instructions from you.
For postal voting, please likewise use the voting instruction card.
Contact details for your registration, authorization of another person, a bank or an association of shareholders or the instructions-bound proxy of the company to represent your voting rights:
c/o Computershare Operations Center
Telefax-Nr.: +49 89 30 90 3 74675
Recording of the Annual General Meeting
Link for the recording of the Annual General Meeting 2020 (German language)
The Annual General Meeting was held in accordance with Article 2 § 1(2) of the Act on mitigation of the consequences of the COVID-19 pandemic in civil, insolvency and criminal procedure law as a virtual Annual General Meeting without the physical presence of shareholders and their proxies.
Together with the invitation and registration documents, shareholders entered in the share register will receive personal access data for the shareholder portal. These enable them to use the password-protected shareholder area and thus to follow the entire Annual General Meeting without being present, as well as to vote and submit questions.
Item 1 of the agenda
Presentation of the established financial statements of the technotrans SE at December 31, 2019, of the approved Consolidated Financial Statements prepared in accordance with IFRS (International Financial Reporting Standards) at December 31, 2019, the Combined Management Report for technotrans SE and the Group and the Non-Financial Statement contained therein, of the report of the Supervisory Board and the explanatory report of the Board of Management on disclosures under takeover law.
Item 2 of the agenda
According to recent announcements by the German government in the last few days, there is a risk that for the first time access to short-time allowances when a dividend is paid out will be restricted or completely denied. It is nevertheless important to prevent any disadvantages for technotrans in connection with the use of short-time allowances as an instrument, even if the group has sufficient liquidity to pay the proposed dividend in the foreseeable future, i.e. at the time of the shareholders' Meeting and beyond, even taking into account the currently foreseeable consequences of the COVID 19 pandemic.
The Board of Management and the Supervisory Board have therefore decided to withdraw their previous proposal for the appropriation of accumulated profit published in the invitation to the Annual General Meeting under agenda item 2 and to submit a new, amended proposal for the appropriation of accumulated profit for the 2019 financial year to the Annual General Meeting.
The Board of Management and the Supervisory Board now propose to the Annual General Meeting that the accumulated profit of € 6,840,657.95 reported in the annual financial statements of technotrans SE shall be carried forward in full.
Item 6 of the agenda
|Proposed wording |
|Previous wording |
|(1) In addition to the reimbursement of their expenses, the members of the Supervisory Board shall receive a fixed remuneration of EUR 30,000.00 for each full fiscal year of their membership of the Supervisory Board, payable at the end of the Annual General Meeting that gives discharge for the preceding financial year. The Chairman receives double, the Deputy Chairman one and a half times the fixed remuneration.||(1) The members of the Supervisory Board shall receive, over and above reimbursement of their expenses, a fixed remuneration of EUR 10,000.00 for each full financial year for which they have belonged to the Supervisory Board, payable at the close of the Annual General Meeting that gives discharge for the preceding financial year, unless the Annual General Meeting resolves otherwise.|
|(2) The members of a committee formed by the Supervisory Board - with the exception of the Audit Committee - shall receive an additional fixed remuneration of EUR 5,000.00 each for this activity; the members of the Audit Committee shall receive an additional fixed remuneration of EUR 7,500.00 each for this activity. The chairman of the respective committee receives double the amount.||(2) Each member of the Supervisory Board shall moreover be entitled to a variable amount of remuneration each year, calculated as follows: the variable total remuneration of the Supervisory Board shall correspond to 1.5 % of the consolidated net income declared in the approved consolidated financial statements, first reduced by 4 % of the dividend-bearing share capital of the company. The Chairman of the Supervisory Board shall receive 4/15, the Deputy Chairman of the Supervisory Board 3/15 and each other member of the Supervisory Board 2/15 of the variable total remuneration. The variable remuneration shall be payable at the close of the Annual General Meeting which determines the appropriation of profits and shall be no more than three times the fixed remuneration; paragraph 3 first sentence shall apply accordingly for the Chairman and Deputy Chairman.|
|(3) In addition, the members of the Supervisory Board shall receive an attendance fee of EUR 1,500.00 for each meeting of the Supervisory Board (presence meeting, telephone or video conference lasting at least two hours) in which they participate. Members of a committee receive an attendance fee of EUR 500.00 for each committee meeting (presence meeting, telephone or video conference lasting at least two hours) in which they participate. The chairman of a Supervisory Board committee receives twice the attendance fee pursuant to sentence 2 for attending meetings that he chairs. If a member of the Supervisory Board attends several meetings on one day, the member is only entitled to an attendance fee once.||(3) The Chairman shall receive double and the Deputy Chairman one and a half times the fixed amount of remuneration as specified in paragraph 1. Members of a committee formed by the Supervisory Board shall moreover each receive 50 % of the amount of their fixed remuneration pursuant to paragraph 1 for that activity. The total remuneration for activities on committees shall be capped at the amount of fixed remuneration pursuant to paragraph 1. Members of the Supervisory Board who have not held office for a full financial year shall receive a time proportional amount of remuneration pursuant to paragraphs 1 and 2, in accordance with their period of office; this shall apply correspondingly for the separate remuneration of membership of a Supervisory Board committee.|
|(4) The remuneration of the members of the Supervisory Board pursuant to paragraphs 1 to 3 shall be due and payable at the end of the Annual General Meeting which resolves on the discharge for the previous financial year.||(4) The company shall reimburse every Supervisory Board member for the value-added tax incurred on their remuneration. |
|(5) The Annual General Meeting may resolve by way of a resolution to add one or more long-term variable remuneration components for the Supervisory Board to the remuneration pursuant to the Articles of Incorporation. If the Annual General Meeting resolves to grant such a remuneration component, it shall at the same time determine a maximum amount (maximum remuneration) for the total remuneration of each member of the Supervisory Board.||(5) The Annual General Meeting may approve remuneration arrangements other than those in paragraphs 1 and 2.|
|(6) Supervisory Board members who have not been members of the Supervisory Board for a full financial year shall receive the remuneration pursuant to paragraphs 1 to 3 pro rata temporis in accordance with the duration of their membership of the Supervisory Board; this shall apply accordingly to the separate remuneration for a membership in a Supervisory Board committee.|
(7) The company shall reimburse each member of the Supervisory Board for the value added tax payable on his remuneration and expenses.
|(8) In addition, a component of the remuneration of the members of the Supervisory Board is the arithmetical per capita share of an insurance premium paid by the company for a pecuniary loss liability insurance policy (D&O insurance) concluded in the name of the company for the benefit of the members of the Supervisory Board at standard market conditions.|
Counter-Motion with regard to Agenda item 6
For a convenience translation of the German original counter-motion please refer to the following link.
Please note, that in case of any deviations, only the German version shall be decisive.
Commentarial report referring to the rights of shareholders as per §§ 122 passage 2, 126 passage 1, 127 and 131 passage 1 AktG (Companies Act)