Annual Shareholders' Meeting 2022

The Annual General Meeting of technotrans SE took place

on Friday, May 13, 2021 2022 at 10:00 (CEST)

Pursuant to Section 1 (2) of the Act Concerning Measures under the Law of Companies, Cooperative Societies, Associations, Foundations and Commonhold Property to combat the effects of the COVID-19 Pandemic this year's Annual General Meeting was held as a virtual Annual General Meeting without the physical presence of shareholders or their proxies.

The venue of the Annual General Meeting within the meaning of the SE Regulation and the German Stock Corporation Act was in Münsterland Hall Exhibition and Congress Centre, Albersloher Weg 32, 48155 Münster.

The invitation to the Annual General Meeting was published in the Federal Gazette dated Friday, April 1, 2022.

The Annual General Meeting was broadcasted live on the internet, via an internet service, to shareholders of technotrans SE who are entered on the share ledger and registered on the day of the Annual General Meeting, in picture and sound for the entire duration of the event. Access was provided on this page in due course. Shareholders received their personal access data together with the invitation and registration documents.

With the exception of the general debate, the Annual General Meeting could also be followed live here without separate registration.

The exercising of shareholder rights, and in particular the right to vote, is subject to timely and formally correct registration and took place exclusively by way of (electronic) postal voting or by granting powers of proxy and issuing instructions to the proxies of the company.

At the time of convening the Annual General Meeting the company’s capital stock amounted to EUR 6,907,665.00, divided into 6,907,665 no par value shares carrying eligibility to participate and vote. The company did not held any treasury shares at the time of convening.

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Further
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Information to our
Shareholders


Physical participation of the shareholders and their proxies is not possible this year due to the procedure adopted by the Company for holding the Annual General Meeting in accordance with Section 1 (2) of the Act Concerning Measures Under the Law of Companies, Cooperative Societies, Associations, Foundations and Commonhold Property to Combat the Effects of the COVID-19 Pandemic.

In order to exercise your rights as shareholders, you must register in due time. The registration entitles you, to follow the entire Annual General Meeting live online via the password-protected shareholder portal, address questions to the company's management and exercise your voting rights or to authorise another person, bank or shareholders' association to exercise your voting rights or to participate in the vote by giving instructions within the possibilities offered by the law and the Articles of Association.

Registration
You can conveniently register for the Annual General Meeting via the password-protected shareholder portal and also exercise your rights as a shareholder. You will receive your personal access data together with the invitation and registration documents.


Please check that the number of shares and your address details are correct.

Please register by Friday, May 6, 2022, 24:00 (CEST).

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 also have the option of registering by E-mail to anmeldestelle@computershare.de, 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 anmeldestelle@computershare.de, 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:

technotrans SE
c/o Computershare Operations Center
80249 München
E-Mail: anmeldestelle@computershare.de

Explanation of shareholders' rights pursuant to Section 121 (3) No. 3 AktG and further information.


Information and documents referring 
to the items of the agenda


Presentation of the established annual financial statements of technotrans SE at December 31, 2021, of the approved Consolidated Financial Statements at December 31, 2021, of the combined Management Report for technotrans SE and the Group, of the Report of the Supervisory Board and of the explanatory report of the Board of Management, in each case for the 2020 financial year.


> Explanatory note on agenda item 1
> Annual report of technotrans SE as of December 31, 2021 (German only)
> Group Annual Report of technotrans SE as of December 31, 2021

Resolution on the approval of the remuneration report of technotrans SE for the 2021 financial year.

This year technotrans SE for the first time published a remuneration report in accordance with Section 162 AktG which was also approved by the auditor. This remuneration report concerns the 2021 financial year.

Pursuant to Section 120a AktG, the Supervisory Board and the Board of Management submit to the Annual General Meeting the remuneration report of technotrans SE for the 2021 financial year, which is reproduced in the information below on agenda item 6. It has been prepared in accordance with Section 162 AktG, has been approved by the auditors PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Osnabrück pursuant to Section 162 (3) AktG and has been provided with an auditor's certificate.

The Supervisory Board and the Board of Management propose that the remuneration report of technotrans SE for the 2021 financial year, prepared and audited in accordance with Section 162 AktG, be approved.

The remuneration report and the Independent Auditor’s Report on the formal audit conducted (in German language) can be accessed on the website of technotrans SE at Remuneration of the Board of Management and Supervisory Board.

 

Election of a new Supervisory Board Member

Dr. Norbert Bröcker has announced his resignation and will leave the Supervisory Board of technotrans SE as a shareholder representative for personal reasons at the end of this year's Annual General Meeting.

For this reason, the election of a new Supervisory Board member is required at this year's Annual General Meeting.

Pursuant to Section 12 of the Articles of Association, the rules of the participation agreement between the company and its employees as well as the statutory provisions of the SE Regulation, the SEAG and the SEBG, the Supervisory Board of technotrans SE shall comprise 6 members of who 4 members shall be shareholder representatives and 2 members shall be employee representatives. All members of the Supervisory Board shall be appointed by the Annual General Meeting. Specifically, the employee representatives on the Supervisory Board are to be appointed by the Annual General Meeting upon the proposal of the employees. The Annual General Meeting shall be bound by the proposals on the appointment of the employee representatives. The Annual General Meeting shall not otherwise be bound by election proposals.

In keeping with their self-determined objectives, the Nominating Committee and Supervisory Board have considered the matter of replacement members.  This should be forward-looking and broaden the professional expertise, diversity and experience of the whole body. The Nominating Committee and the Supervisory Board have considered the provisions of Sections 100 (5), 107 (4) sentence 3 AktG regarding the requirements for the composition of the Supervisory Board and the Audit Committee. Furthermore, the proposal is made in accordance with the recommendation of the German Corporate Governance Code to take the ownership structure into account. Furthermore, in the opinion of the Supervisory Board, the election should be medium-term oriented and therefore not limited to the remaining term of office of Dr Bröcker, which would only last until the end of the Annual General Meeting in 2023. Rather, pursuant to Section 12 (2) sentence 3 last half-sentence of the Articles of Association, the election shall be for the period until the end of the Annual General Meeting that resolves on the discharge of the Supervisory Board member for the fourth financial year after the beginning of the term of office, not counting the financial year in which the term of office begins. An election according to these standards will thus take place until the end of the Annual General Meeting in 2027.

Based on the proposal of the Nominating Committee, the Supervisory Board proposes to elect Sebastian Reppegather to the Supervisory Board of technotrans SE. Mr Reppegather is to be elected for the period until the end of the Annual General Meeting which resolves on the discharge for the fourth financial year after the beginning of the term of office, not counting the financial year in which the term of office begins. To this extent, the election is for the period until the end of the Annual General Meeting in 2027.

> Sebastian Reppegather - Personal Details and CV


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Frank Dernesch
Manager Investor Relations & Corporate Finance