The Annual General Meeting of technotrans SE took place
on Friday, May 7, 2021 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 Münsterland Hall Exhibition and Congress Centre, Albersloher Weg 32, 48155 Münster.
The invitation to the Annual General Meeting has been published in the Federal Gazette dated Friday, March 26, 2021.
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. You received your personal access data together with the invitation and registration documents.
With the exception of the general debate, the Annual General Meeting can 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.
Total number of shares and voting rights at the time of convening of the Annual General Meeting
At the time of convening the Annual General Meeting the company’s capital stock amounts to EUR 6,907,665.00, divided into 6,907,665 no par value shares carrying eligibility to participate and vote. The company does not hold any treasury shares at the time of convening.
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 good 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.
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.
Alternatively, registration is also possible using the form enclosed with your invitation or which is available for download here.
Registration form for the Annual General Meeting of technotrans SE on May 7, 2021
Please check that the number of shares and your address details are correct.
Please register by Friday, April 30, 2021, 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 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
Presentation of the established annual financial statements of technotrans SE at December 31, 2020, of the approved Consolidated Financial Statements at December 31, 2020, 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.
Resolution on the Board of Management remuneration system of technotrans SE
Pursuant to Section 120a (1) AktG in the version in force since January 1, 2020, after the entry into force of the Shareholder Rights Directive Implementation Act (ARUG II) dated December 12, 2019, the Annual General Meeting of a listed company is to decide on the approval of the remuneration system for the Board of Management members each time the system is materially changed, but at least every four years.
On February 2, 2021 the Supervisory Board resolved a new remuneration system for the Board of Management members that meets the requirements of ARUG II and takes account of the recommendations in the amended German Corporate Governance Code 2019 version.
The Supervisory Board proposes to the Annual General Meeting that the following remuneration system for the members of the Board of Management be approved.
Remuneration system for the Board of Management members of technotrans SE
Basic features of the remuneration system, aims and components
The aim of the remuneration system for the Board of Management agreed by the Supervisory Board of technotrans SE in February 2021 is to remunerate the individual Board of Management members appropriately in line with their duties and areas of responsibility and to reflect the performance of each Board of Management member as well as the success of the company as a whole. It seeks to incentivise a sustainable increase in the corporate value of technotrans SE and successful, performance-led corporate governance. It also aims to support attainment of the corporate targets through the defined parameters. The Board of Management remuneration system thus contributes to the promotion of the evolved Group strategy “Future Ready 2025”. Under the umbrella brand technotrans, the Group aims to increase profitability and revenue further in the coming years, with particular focus on four target markets.
To that end, the contractually embedded remuneration system of the Board of Management uses a variety of parameters, including the size of technotrans SE and the technotrans Group, the economic environment in both regional and competitive terms, the complexity of the Board of Management activities and the current economic position of the company and its subsidiaries, as well as the performance of the overall Board of Management and the experience and performance of the individual Board member. To take appropriate account of these factors, the remuneration policy is continuously examined by the Supervisory Board.
The remuneration of the Board of Management members comprises the following elements:
- a short-term, variable remuneration component (short term incentive – STI) that is linked to an EBIT target
and is modified by attainment of individual, collective and ESG targets, and
- a long-term, variable remuneration component (long term incentive – LTI) based on an ROCE target, as well as
The precise objectives for the individual Board of Management members for the short-term and long-term remuneration components are fixed on the basis of resolutions by the whole Supervisory Board in target agreements reached between the company, represented by the Supervisory Board Chair, and the respective Board of Management member.
For full target attainment, disregarding the fringe benefits the split between fixed remuneration and variable remuneration is 60:40. The split between short-term and long-term performance-related pay where targets are fully attained is 45:55. Depending on the actual level of attainment of personal targets and the attainment of targets for financial ratios, there may naturally be departures from these splits
In percentage terms the individual components are made up approximately as follows, based on the fringe benefits currently granted:
|Remuneration component as share of annual target remuneration|
approx. 54 %
Short-term performance-related pay
approx. 16,2 %
Long-term performance-related pay
approx. 19,8 %
approx. 10 %
The following aspects in particular were heeded in determining the composition of the target remuneration for the Board of Management:
The Supervisory Board has called upon outside support in developing the remuneration model. Information on the remuneration level of the workforce and on remuneration of management boards in the market environment was also obtained.
Setting target attainment for variable remuneration
For the remuneration system of the Board of Management, two fundamentally distinct target-setting approaches are adopted:
Taking all remuneration components into account, the Supervisory Board has specified a remuneration structure for each individual Board of Management member that reflects their specific duties. The maximum remuneration is capped at EUR 850.000.00. This figure refers to the entitlements accrued during a calendar year, not to the payments actually made. If the cap is arithmetically exceeded, entitlements of the Board of Management member lapse (in whole or part) initially in respect of the short-term portion of the variable remuneration, and then if necessary in respect of the fixed remuneration. These amounts lapse without replacement, but only to the point where the maximum remuneration is reached.
Deferral periods and scope for clawback
As referred to above, deferral periods apply in respect of the sale of the shares acquired based on the long-term variable remuneration. The sale of these shares is only permissible after four years have elapsed.
In addition, the Board of Management employment contracts contain provisions under which, for material derelictions of duty, breaches of contractual obligations or breached of material principles of action, remuneration granted but not yet paid out for the financial year in which the breach occurs may be reduced in part or whole to zero (“penalty”). In addition, there is contractual scope under which variable remuneration components that have already been paid out can be clawed back.
There is also scope for clawback if the variable remuneration was incorrectly calculated due to defective company accounts and corrected, audited company accounts indicate a different payout amount.
As already indicated, remuneration components are not paid out in the form of shares. However the amount of long-term variable remuneration calculated according to the above principles and paid out must be – demonstrably – invested by the Board of Management member in question in shares in the company. These shares must be held by the Board of Management member for at least four years. The Board of Management member may thereafter dispose freely of the shares, subject to the statutory provisions.
Remuneration-based transactions and their termination
The Board of Management remuneration system is implemented through corresponding agreements with the individual Board of Management members in their employment contracts, in addition to the target agreements and the Supervisory Board’s findings on attainment of the respective targets.
For this purpose the fundamental term of the corresponding remuneration arrangements in the employment contracts corresponds to the term of the contracts or the term of office.
- The contract with Mr Finger runs until December 31, 2023.
- The contract with Mr Hirsch runs until December 31, 2022.
- The contract with Mr Engel, which was concluded based on the
previous remuneration system, ends on July 31, 2021.
However it is possible to adjust the remuneration agreements by mutual agreement within the respective periods, for example to reflect changes in the law. The Board of Management employment contracts with Mr Hirsch and Mr Finger were thus recently adjusted to implement the new remuneration system described above.
There is also scope for terminating the employment contracts for cause.
The contracts do not envisage pension or early retirement arrangements under the current remuneration system.
Special arrangements for the termination of Board of Management mandates in special cases
The Board of Management employment contracts have fixed terms but may be terminated for cause. If the employment contract is ended by termination for cause, all entitlements to payment of variable remuneration lapse where they were not already due and payable at the time that termination takes effect. If appointment as member of the Board of Management is revoked and the company does not give effective notice to terminate the contract for cause, the continuing entitlements for the remainder of the term are replaced with an entitlement to a one-off severance payment (severance payment cap). Special arrangements apply in cases where that the Board of Management member has not yet completed a full financial year in office or the remaining term of the Board of Management employment contract is less than one year. Equally, special arrangements are agreed with the Board of Management members if the appointment is revoked due to illness or being prevented from carrying out duties due to other reasons.
Determination of the remuneration system and individual remuneration of Board of Management members
The Board of Management remuneration system is determined by the Supervisory Board based on the proposal of the Personnel Committee.
Equally, the features and level of individual remuneration of Board of Management members are determined by the Supervisory Board – on the proposal of the Personnel Committee – through the individual contracts with the Board of Management members and through target agreements.
The Supervisory Board reviews the remuneration system and individual contractual agreements on a regular basis. It will call on remuneration consultants or legal advisors for support to the extent that it deems necessary. The Supervisory Board has drawn on relevant outside expertise in determining the current remuneration of the Board of Management. Where data from the company is required, e.g. with regard to the financial ratios or employee remuneration, the information in question is prepared and presented to the Supervisory Board by the Board of Management.
Where conflicts of interest arise, they are to be disclosed in accordance with the fundamental requirements for the Board of Management and Supervisory Board. No such conflicts can currently be identified with regard to how the remuneration system and individual Board of Management employment contracts are determined, nor the target agreements. The general supervisory duties of the Supervisory Board include reviewing any risks and responding where conflicts arise.
Pursuant to Section 113 (3) AktG in the version in force since January 1, 2020, the Annual General Meeting of a listed company must decide on the remuneration and the remuneration system for the members of the Supervisory Board at least every four years. The initial resolution is to be passed by the end of the first Annual General Meeting after December 31, 2020.
The remuneration arrangements for the members of the Supervisory Board of technotrans SE have been thoroughly revised on the basis of a corresponding resolution of the Annual General Meeting in 2020. The provisions of the amended German Corporate Governance Code 2019 and the requirements of ARUG II were also taken into account here. In light of this, after due examination the Board of Management and Supervisory Board do not at this time see any need to adjust the remuneration arrangements currently enshrined in Article 17 of the Articles of Association a further time.
The Board of Management and Supervisory Board therefore propose to the Annual General Meeting that the remuneration system of the Supervisory Board presented below be passed, retaining the existing provisions in the Articles of Association.
Provision in the Articles of Incorporation
“Article 17 Remuneration of Supervisory Board members
Remuneration system for the Supervisory Board of technotrans SE
Basic features of the remuneration system, aims and components
The Supervisory Board of technotrans SE oversees and advises the Board of Management of the company and is closely involved in core operational and strategic matters of corporate governance. In accordance with the Articles of Association and the joint agreement between the employees and the company at the time of the modifying conversion of the company into a European Company (SE), it comprises shareholder representatives and employee representatives. For it to act effectively as a governing body, the Supervisory Board needs to meet its adopted skills profile and composition objectives to the best possible degree. The Supervisory Board remuneration also plays a significant role in this. According to Principle 24 of the current German Corporate Governance Code, it should be commensurate with the duties of the Supervisory Board members and the situation of the company, while also ensuring that the Supervisory Board is attractive for suitable candidates. In light of this, at the proposal of the management the Annual General Meeting in 2020 resolved a thorough review of the Supervisory Board remuneration system by amending Article 17 of the Articles of Association.
In accordance with the suggestion of the German Corporate Governance Code in item G.18 first sentence and taking up the recommendation of many investors and proxy advisors, the Supervisory Board remuneration at technotrans SE consists exclusively of fixed remuneration. No variable remuneration is granted, but pursuant to Article 17 (5) of the Articles of Association the Annual General Meeting may resolve it, while setting a maximum remuneration for the Supervisory Board members. Again following the recommendation in item G.17 of the current Code, the remuneration of the Supervisory Board members comprises basic remuneration combined with attendance fees and supplements for particular functions. This is in line with the function of the board as an independent advisory and supervisory body. This fixed remuneration guarantees the basis and incentive for the Supervisory Board to continuously supervise and perform its duties in the interests of the company, without making this dependent on external factors or specific economic developments of the technotrans Group.
Procedure for determining, reviewing and implementing the remuneration system
In future, the Annual General Meeting will resolve the remuneration of the Supervisory Board members at least every four years on the proposal of the Board of Management and Supervisory Board pursuant to Section 113 (3) first sentence AktG as amended. The Annual General Meeting can then either merely confirm the remuneration of the Supervisory Board or amend the provisions of the Articles of Association on the Supervisory Board remuneration.
The remuneration of the Supervisory Board of technotrans SE is currently regulated by corresponding resolutions of the Annual General Meeting in 2020 in Article 17 of the Articles of Association.
Overview of the individual components of Supervisory Board remuneration
The basic remuneration and function supplements are intended to remunerate the Supervisory Board members appropriately and in line with their respective duties.
The annual basic remuneration for a Supervisory Board member is EUR 30,000.
The function supplements determined in the Articles of Association reflect the particular responsibility and increased amount of time required for individual functions, and simultaneously implements the recommendation in item G.17 of the Code.
c) Attendance fees
In addition to the remuneration described above, the Supervisory Board members receive attendance fees for
Supervisory Board meetings in the amount of EUR 1,500 per meeting. Members of committees receive
an attendance fee of EUR 500 for committee meetings; the committee chair receives EUR 1,000 for committee meetings.
If a Supervisory Board member takes part in multiple meetings on one day, they are entitled to only one attendance fee.
The remuneration is due and payable after the end of the Annual General Meeting that gives discharge of the Supervisory Board members for the respective preceding financial year (Article 17 (4) of Articles of Association).
Pro rata membership
Supervisory Board members who have belonged to the Supervisory Board for only part of the financial year receive the Supervisory Board remuneration pro rata temporis in accordance with their period of office (Article 17 (6)).
Reimbursement of expenses
The company reimburses members of the Supervisory Board for expenses incurred in the course of exercising their office as well as for any VAT due on the remuneration and reimbursed expenses (Article 17 (7) of Articles of Association).
An additional fringe benefits component is defrayal of the arithmetical per capita share of the third party financial loss insurance (D&O policy) taken out by the company, in which the Supervisory Board members are included (Section 17 (8) of Articles of Association).
No remuneration-based transactions according to Section 87a (1) second sentence No. 8 AktG are concluded between the company and the members of the Supervisory Board.
Explanatory note on agenda item 8
Election of new Supervisory Board members
The term of office of Dr Wolfgang Höper as a shareholder representative on the Supervisory Board of technotrans SE ends with the close of this year’s Annual General Meeting. Dr Höper is not available for re-election.
In addition, Mr Harling, who has served technotrans in a wide variety of functions for over 40 years, has decided to surrender office as Supervisory Board member with the close of this year’s Annual General Meeting. Mr Harling is to be elected Honorary Chair of the Supervisory Board at this Annual General Meeting and will maintain his close ties with the company and the Supervisory Board. We refer in this connection to the company’s ad hoc information dated March 8, 2021.
As a result, this year’s Annual General Meeting needs to elect two replacement members for the company’s Supervisory Board.
Pursuant to Article 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 six members, of who four members shall be shareholder representatives and two 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. These members should enhance the specialist expertise and experience of the Board as a whole, as well as satisfy the increased level of engagement demanded of Supervisory Board members.
Based on the proposal of the Nominating Committee, the Supervisory Board proposes that Dr-Ing Gottfried H Dutiné be elected to the Supervisory Board of technotrans SE. Dr-Ing Gottfried H Dutiné is to be elected for the period up until the close of the Annual General Meeting which gives discharge for the fourth financial year from the start of the period of office, not counting the financial year in which the period of office begins. To that extent election shall be for the period up until the close of the Annual General Meeting in the year 2026.
Dr.-Ing. Gottfried H. Dutiné - Personal details and CV
Based on the proposal of the Nominating Committee, the Supervisory Board proposes that Mr Peter Baumgartner be elected to the Supervisory Board of technotrans SE. Mr Peter Baumgartner is to be elected for the period up until the close of the Annual General Meeting which gives discharge for the fourth financial year from the start of the period of office, not counting the financial year in which the period of office begins. To that extent election shall be for the period up until the close of the Annual General Meeting in the year 2026
Peter Baumgartner - Personal details and CV