Corporate Governance Statement pursuant to Section 289f of the German Commercial Code (HGB)
In the Corporate Governance Statement pursuant to 289f of the German Commercial Code (HGB) we make reference to our current Declaration of Conformity in accordance with Section 161 of the German Stock Corporation Act (AktG) and provide explanations on our relevant corporate governance practices that go beyond the scope of the statutory provisions. Furthermore, we outline procedures of the Management Board and the Supervisory Board and describe the composition and procedures of the Executive Board and Supervisory Board. The Statement comprises the determination of the target figures pursuant to Section 76 (4) of German Stock Corporation Act (AktG) and Section 111 (5) AktG, and information on achieving these targets, along with a description of the Supervisory Board’s competence profile and its implementation.
For 3U HOLDING AG as a group with a large number of participating investments, good and sustainable corporate governance is particularly important. The Management Board and Supervisory Board are convinced that good corporate governance, which takes company and industry-specific aspects into account, is an important basis for the success of 3U HOLDING AG. The implementation and observance of these principles are understood as a central management task.
Corporate governance principles
3U HOLDING AG is a listed public limited company with a two-tier board system: It has a Supervisory Board and a Management Board. The corporate purpose of according to its Articles of Association consists in particular of the acquisition, management and sale of investments in domestic and foreign companies as well as the management of its own assets. The company views value enhancement in the interest of all its stakeholders as its corporate purpose. It works towards ensuring sustainable, profitable growth in all business lines. The company is legally represented by two members of the Management Board or by a member of the Management Board in association with an authorised signatory. The Supervisory Board may assign the right of individual representation to individual members of the Management Board. The Supervisory Board may exempt the Management Board and/or individual members of the Management Board from the restrictions of Section 181 of the German Civil Code (BGB) unless Section 112 of the German Stock Corporation Act (AktG) stipulates otherwise.
In the interest of successfully implementing the company’s tasks as laid down its Articles of Association, the Supervisory Board and the Management Board are guided when hiring employees and appointing executives by the latters’ respective suitability, qualifications and capabilities with regard to the relevant scope of tasks. This applies in equal measure to the Supervisory Board and the Management Board. Particularly in view of the fact that the company focuses on successful business in the megatrends which are, as experience has shown, subject to rapid technological and economic progress, the Supervisory Board and the Management Board place great emphasis on the active participation of committed and innovative individuals also have experience. Accordingly, members of the Management Board should not generally be above the age of 63 years. Moreover, persons put forward for election to the Supervisory Board should not generally be older than 67 years.
Together with the Management Board, the Supervisory Board ensures long-term succession planning for the Management Board. In succession planning, the Supervisory Board is guided by the requirements of the German Stock Corporation Act and the German Corporate Governance Code. Taking account of the specific qualification requirements, the Supervisory Board draws up an ideal profile which it then uses as a basis for shortlisting suitable candidates. The Supervisory Board may also consult external experts in these endeavours.
Further information can be found in the company’s Articles of Association which are available for downloading from the website www.3u.net under Investor Relations / Corporate Governance heading.
Declaration regarding the German Corporate Governance Code
Declaration of Conformity by the Management Board and Supervisory Board pursuant to Section 161 of the German Stock Corporation Act (AktG) in the financial year 2024
According to Section 161 (1) sentence 1 of the German Stock Corporation Act (AktG) in conjunction with Sections 289f, 315d of the German Commercial Code (HGB), the Management Board and the Supervisory Board of 3U HOLDING AG declare that, since submitting the last Declaration of Conformity on 6 April 2023, the recommendations of the “Government Commission German Corporate Governance Code” (“Code”) in the version dated 28 April 2022, published in the Federal Gazette on 27 June 2022, the recommendations have been and will be complied with in the future, with the substantiated exceptions set out below.
- Recommendation A.2: When filling management positions, the Management Board will be guided by the requirements of the corresponding function and looks for the best possible person who fulfils these requirements. If several equally qualified female or male candidates are available, the Management Board shall pay attention to diversity and an appropriate consideration of women in the company when making appointments, without making these criteria an overriding principle.
- Recommendation B.1: When filling positions on the Management Board, the Supervisory Board will be guided by suitability and qualification and will look for the best possible person who fulfils the position on the Management Board. In the opinion of the company, the particular weighting of the diversity principle prescribed by the Code would narrow the selection of potential Management Board female or male candidates.
- Recommendation C.1: The Supervisory Board would welcome a female or diverse Supervisory Board member and, in the case of suitability, would prioritise such a proposal. However, in the view of the Supervisory Board, gender and diversity do not constitute dominant selection criteria for Supervisory Board members. Accordingly, the Supervisory Board has set the target for the proportion of women on the Board at 0%.
- Recommendation D.4: Due to the small number of its members, the Supervisory Board has not formed a Nomination Committee. It performs the respective functions of the nomination committee as a whole body.
- Recommendation F.2: The publication of the audited consolidated financial statements and of the management report on the Group pertaining to the financial year 2022 was delayed by a few days due to the mandatory conversion into the ESEF data format. Regarding the publication of the Annual Report 2023, observing the deadline recommended under the Code has been planned.
Earlier declarations of conformity with the German Corporate Governance can be found on the company’s website under the Investor Relations / Corporate Governance heading.
The Management Board and the Supervisory Board regularly consult on the tasks of good corporate governance. In this context, potential improvements are considered, and the degree to which improvements are reasonable and possible is examined, along with the scope within which exceptions from the recommendations of the German Corporate Governance Code continue to be claimed from the company’s standpoint.
Disclosures on corporate governance practices
Going beyond the legal requirements, a corporate philosophy in the 3U Group has been a medium for defining the company’s fundamental values, both internally and externally, since 2006: performance orientation, innovation, sustainability, community and integrity. This philosophy has meanwhile been further developed on several occasions and serves as a guideline in the context of daily work for all employees in their dealings with one another and with external target groups (customers, partners, suppliers, investors, competitors, regulators, the press and potential employees). The corporate philosophy therefore creates security and trust and strengthens the employees’ identification with the company. It forms the basis for interaction while clarifying the management style in the Group. As part of the continuous improvement process, these values are adapted to changing environmental conditions. The corporate philosophy is only published internally.
In addition, we view open and fair communication in the company, as well as close collaboration with customers and suppliers based on partnership, as important prerequisites underlying our business activities. In addition, we expect our business partners to share our view of integrity and sustainability, which we consider a fundamental condition for entering into business relationships.
Systems of corporate governance and control
Efficient corporate management and control in the Group is based on governance, risk and compliance systems.
The responsible handling of risks is a particularly important part of corporate governance at 3U HOLDING AG. Continuous and systematic management of entrepreneurial opportunities and risks is of fundamental importance for professional corporate governance. It contributes to identifying and assessing risks at an early stage and to implementing measures to control and manage these risks. The Management Board regularly reports to the Supervisory Board on the current development of the principal risks to the Group. The Supervisory Board regularly focuses on monitoring the effectiveness of the accounting process and the internal control and risk management system.
3U HOLDING AG continuously develops the individual systems and adapts them to changing conditions. The following applies: first and foremost, risks must be prevented where they can arise, and if this is not possible, they must be recorded and mitigated. To ensure this, internal controls are implemented and automated to the greatest possible degree in business processes. Since this cannot be fully realised in every case, management must ensure the effectiveness of the control system by means of further control measures.
Secondly, this is carried out, for instance, through guidelines and operating instructions within the framework of the internal control system as well as the risk and compliance management systems. Dovetailing interconnection between the systems set in place ensures the highest possible degree of effectiveness in the avoidance and management of risks.
The Group’s risk manager monitors the appropriateness and effectiveness of the processes and systems implemented for risk management in the broadest sense through conducting independent audits. The risk manager reports directly to the Management Board and the Supervisory Board. The model is rounded off by external monitoring on the part of the auditor, who includes the results of the audits by the risk manager in his assessment.
The key features of our opportunity and risk management system, as well as of the internal control system, are outlined in the opportunity and risk report.
Compliance also counts as one of these groupwide instruments and serves to ensure adherence to the law, legislation and internal company guidelines and is an essential management and monitoring task at 3U HOLDING AG. There is a clear commitment to compliance with the law and internal guidelines: violations are not tolerated within the meaning of a “zero tolerance” policy. The compliance system, which is laid down in the compliance manual, is closely linked to the opportunity and risk management system as well as to the internal control system.
With a view to fulfilling the increasingly sophisticated requirements and expectations and to mitigating risks as they arise, compliance management is developed on an ongoing basis. The key components of compliance management consist of a value management system, whistleblowing process guidelines, along with other organisational and procedural regulations. Employees have the possibility of reporting any suspicions regarding breaches of the law or infringements of compliance regulations via a whistleblowing system. All information is followed up and internal investigations are carried out if there is concrete evidence. The aim is to fully avoid corruption, bribery or other unlawful behaviour (including conflicts of interest, money laundering etc.) in order to strengthen an ethical working environment which complies with the law and in which risks can be recognized and prevented in advance.
Training and measures to raise awareness are regularly held with respect to the binding rules and standards.
In order to mitigate the risks arising in the field of compliance, and for the purpose of coordinating and further optimising compliance management, this function is segregated and assigned to a further senior executive. This compliance officer, who is not under obligation to follow instructions, is also responsible for the further development and implementation of compliance management in the Group. Her appointment does not release the Management Board of 3U or the respective managing directors of the subsidiaries from their duty to work towards compliance with all relevant standards, both legal and otherwise, in their respective areas of responsibility.
In the interest of high efficiency, methods of process-oriented management are applied or gradually introduced in the operating subsidiaries. Similar to all processes and facilities in the 3U Group, they are subject to a continuous improvement process.
In the opinion of the Management Board the internal control and risk management system as a whole is appropriate and effective for the Group’s business model and risk profile.
Composition of the Management Board
At the time when the report was being drawn up, 3U HOLDING AG was managed by three members of the Management Board. The Management Board operates as a collegial body. The position of a spokesman or chairman was not created.
Christoph Hellrung (born 1971) was reappointed to the Management Board in the financial year 2022 and is responsible for finance.
Uwe Knoke(born 1969) is responsible for strategy and business development. He was appointed to the Management Board in 2021.
Andreas Odenbreit (born 1976) is responsible for Law and Personnel. He has been a member of the Management Board since 2011.
None of the members of the Management Board holds Supervisory Board mandates or performs ancillary activities outside the Group. None of the members of the Management Board receives separate remuneration for exercising Supervisory Board mandates or acting as a management board member, managing director or authorised signatory in companies affiliated with 3U.
The Management Board consists of three male members. The Supervisory Board is of the opinion that the positions on the Management Board are currently optimally filled and that enlarging the Management Board is not necessary in view of the size and structure of the company. Furthermore, in the interest of the company and its shareholders, continuity in the proven cooperation of the Management Board should not be interrupted or hampered. Moreover, since the Supervisory Board would not wish to bind itself through gender balance with respect to the principle of qualification stipulated in the Declaration of Conformity, the Supervisory Board has refrained from specifying a target for the proportion of women on the Management Board which diverges from the status quo. The Supervisory Board therefore stands by its decision of 29 December 2022 that the target figure for the proportion of women on 3U HOLDING AG’s Management Board of should remain at 0%.
3U HOLDING AG attaches importance to a process-oriented approach and flat management structures. At the present point in time, 3U HOLDING AG has only one management level below the Management Board with three management positions, currently held by one female employee and two male employees. By way of resolution from 23 March 2023, the Management Board affirmed its decision that the target for the proportion of women to be achieved at the management level below the Management Board is 0% since, given the flat management structures, a percentage allocation does not seem useful.
There are no further specifications in the sense of a diversity concept.
Further information on the members of the Management Board is available at www.3u.net under the 3U Group / About us / Management heading.
Working practices of the Executive Board
The Management Board meets regularly, usually twice a week, to discuss the affairs of the company as well as the situation, current developments and prospects of the operating subsidiaries and the various remits of the Management Board and, if necessary, to pass resolutions. Meetings may also take place in the form of video or telephone conferences.
In addition, telephone conferences are held on an ongoing basis to discuss current undertakings and developments.
The operating subsidiaries are headed by qualified and experienced managers. They manage the business within the framework of the annual and multi-year planning agreed with them, which includes, in particular, revenue, profit, financial planning and staff development. Planning takes place on a groupwide basis in the fourth quarter of each year and is coordinated with the specialist departments and the Board of Management. It is submitted to the Supervisory Board for approval.
During the year, the members of the Board of Management maintain regular, close contact with the managing directors of the operating subsidiaries assigned to their respective areas of responsibility. The Management Board can therefore influence the course of business at any time, especially if deviations from the planning are foreseeable.
Cooperation between the Management Board and the Supervisory Board
Close co-operation is maintained between the 3U Group’s Management Board and Supervisory Board in order to ensure the common goal of promoting the success of the company. The Management Board manages the Group under its own responsibility and is advised and supervised by the Supervisory Board. The Management Board only executes important resolutions which are the subject of a catalogue of transactions requiring approval with the consent of the Supervisory Board. The Supervisory Board is therefore directly involved in all relevant decisions affecting the Group. Any deviations from plans are discussed in detail and any necessary measures are initiated. The Supervisory Board is provided with the requisite information regularly, promptly and comprehensively.
The bylaws of the Management Board are not published on the Internet.
Composition of the Supervisory Board
In line with the company’s Articles of Association, the Supervisory Board consists of four members. All three members were elected by the shareholders at the Annual General Meeting of the company on 15 May 2023. They were appointed for the period until the end of the Annual General Meeting that resolves on the discharge of the Supervisory Board for the 2027 financial year.
The Chairman of the Supervisory Board is Ralf Thoenes (born 1962). Ralf Thoenes has been a member of the Supervisory Board of 3U HOLDING AG since 2002 and its Chairman since 2007. He also sits on the supervisory boards of 3U Energy AG and Atrium 270. Europäische VV SE, both 3U Group companies. Ralf Thones does not hold any other Supervisory Board mandates. He has long-standing professional experience in the field of auditing within the meaning of Section 100 (5) of the German Stock Corporation Act (AktG).
The Deputy Chairman of the Supervisory Board is Stefan Thies (born 1966). As a financial expert, he has been a member of the Supervisory Board of 3U HOLDING AG since 2010 and its Deputy Chairman since 2015. He does not hold any supervisory board mandates outside the 3U Group. He has many years of experience in accounting within the meaning of Section 100 (5) AktG.
In the view of the Supervisory Board, Ralf Thoenes und Stefan Thies can be deemed independent of the company and of the Management Board as both Supervisory Board members contribute their long-term experience to the benefit of the company while maintaining the critical distance necessary for discharging their office.
The third member of the Supervisory Board is Michael Schmidt (born 1966). He was elected to the Supervisory Board of 3U HOLDING AG for the first time in 2022. He also sits on the Supervisory Board of Atrium 270. Europäische VV SE. He does not hold any other Supervisory Board mandates.
Lennard Lange (born 1997) was elected to the company’s Supervisory Board by the Annual General Meeting on 15 May 2023. He does not hold any other Supervisory Board mandates.
Accordingly, the Supervisory Board currently consists of four male members. The Supervisory Board is of the opinion that the positions on the Supervisory Board are currently optimally filled. The Supervisory Board is guided by the relevance of qualification described in the Declaration of Conformity and does not wish to preempt the vote of the shareholders at a future Annual General Meeting through a proportion of gender participation. For this reason, and to avoid specifying a target the achieving of which the Supervisory Board does not deem realistic given the tools available to it and which it does not consider to be in the interest of the company given the proven composition of the company’s bodies, the Supervisory Board has refrained from determining a target with which diverges from the status quo regarding the proportion of women represented on the Supervisory Board. By way of resolution dated 29 December 2022, it affirmed that the target to be achieved for the proportion of women on the Supervisory Board of 3U HOLDING AG is 0%.
There are no further specifications in the sense of a diversity concept.
The Supervisory Board has formed an Audit Committee. The Audit Committee’s Chairman is Stefan Thies. Further members are Ralf Thoenes and Michael Schmidt. Stefan Thies studied business administration and has many years of experience in auditing and consultancy activities. Furthermore, he works as a self-employed tax adviser and expert in the field of accounting. Ralf Thoenes is a qualified banker and works as a lawyer and also as a specialist in the areas of commercial and corporate law, along with insolvency law. He has provided support during auditing procedures for companies of the 3U Group, as well as for other companies for many years.
The Supervisory Board has drawn up a competence and requirements profile, the validity of which it reviews at regular intervals with regard to any changes in the environment and adjusts it accordingly. The competence profile takes account of the company’s specific situation, the business activities themselves, the size of the company and its regional presence. In order to exercise its control function and to assess and supervise the business conducted by the company, the following requirements and competences are required for the composition of the Supervisory Board and are assigned accordingly to the current Supervisory Board members:
Competence requirements | Ralf Thoenes | Stefan Thies | Lennard Lange | Michael Schmidt |
---|---|---|---|---|
Length of service / diversity |
||||
Member since | 2002 | 2011 | 2023 | 2022 |
Gender | Male | Male | Male | Male |
Born | 1962 | 1966 | 1997 | 1966 |
Nationality | German | German | German | German |
Educational background | Banking, study of law, lawyer |
Business studies (BWL) Auditing and consultancy Tax consultant |
IT specialist, IT security analyst, IT security consultant |
Communications technology studies, MD, CEO |
Governance-specific competences |
||||
Age stipulation | ✔ | ✔ | ✔ | ✔ |
Independence | ✔ | ✔ | ✔ | |
Availability (time), mandate workload | ✔ | ✔ | ✔ | ✔ |
Corporate governance experience | ✔ | ✔ | ✔ | |
Financial and business competences (Section 100 (5) AktG) |
✔ | ✔ | ||
Strategic and company-related competences |
||||
Entrepreneurship / management | ✔ | ✔ | ✔ | ✔ |
Risk management, compliance, ICS | ✔ | ✔ | ✔ | |
Personnel competence | ✔ | ✔ | ✔ | |
IT and digitalisation expertise | ✔ | ✔ | ✔ | |
Sales and marketing expertise | ✔ | ✔ | ✔ | ✔ |
Capital markets | ✔ | ✔ | ✔ | |
Strategy and growth / M&A / portfolio management | ✔ | ✔ | ||
Expertise in ESG and sustainability issues | ✔ | ✔ | ||
Specific experience in the industry / sector | ✔ | ✔ | ✔ | ✔ |
Collectively, the members of the Supervisory Board therefore have the requisite knowledge, abilities and experience necessary for the due and proper performing of their tasks.
Further information on the members of the Supervisory Board is available on the company’s website at www.3u.net under the Company / Management heading.
Working practices of the Supervisory Board
The Supervisory Board meets at least once a quarter. Supervisory Board resolutions are regularly taken in meetings and, in accordance with the provisions set out in the bylaws, can also be passed outside a meeting. If an item on the agenda has not been properly announced, a resolution may only be taken thereon in the meeting if no Supervisory Board member objects prior to such resolution being taken. The Supervisory Board constitutes a quorum when the Chairman and at least two other members participate in in the process of deciding on resolution which is then adopted by a simple majority, if not otherwise provided for under the law. In the event of a tie, the Chairman has the casting vote.
Resolutions of the Supervisory Board are passed both in meetings and by way of written circulation. Between committee meetings, the Chairman of the Supervisory Board also maintains close contact and regular exchange of information and ideas with the Management Board and keeps himself informed of significant developments. The Chairman consults with the Management Board on issues concerning strategy, corporate governance, the risk situation, risk management and the company’s compliance.
The Supervisory Board regularly and intensively consults on the strategic development and orientation of the Group. It discusses significant developments and any necessary measures in the various affiliated companies and critically discusses them with the Management Board.
The main subjects of the Supervisory Board’s discussions with the Management Board and the internal discussions in the Supervisory Board are in particular the Group’s sales, earnings and business development, as well as the company’s financial position. In particular, the Supervisory Board has the Management Board explain and substantiate deviations in the course of business from the budgeted figures and defined targets.
The Supervisory Board also meets regularly without the Management Board. Moreover, the Supervisory Board holds regular telephone consultations outside of the meetings. In this context, it also regularly reviews how effectively it fulfils its tasks. The self-assessment of the Supervisory Board which accords with corporate governance recommendations formed an item on the agenda of Supervisory Board meetings. Self-assessment was performed on the basis of a questionnaire specifically designed for this purpose, initially in individual discussions between the Supervisory Board members and with the Chairman of the Supervisory Board. The results were then jointly reviewed. The findings were and will be taken into account in Supervisory Board and committee work going forward.
The Supervisory Board has issued a catalogue of transactions requiring approval. The Management Board submits transactions requiring approval to the Supervisory Board in the form of a draft resolution for discussion and approval.
In addition to the provisions of the Articles of Association, the Supervisory Board has adopted rules of procedure. These rules are made publicly accessible on the company’s website (www.3u.net) under the “Corporate Governance” heading.
Activities of the Supervisory Board in the reporting year
The Supervisory Board reports comprehensively to the Annual General Meeting on its activities in the reporting year. The report of the Supervisory Board forms part of the annual report on the 2023 financial year. It is also available for viewing and downloading as a separate document on the websites of the company under the Investor Relations / Annual General Meeting heading at the latest as of the convening of each Annual General Meeting.
There were no consultancy services or other service and work contracts between members of the Supervisory Board and the company in the reporting year. The contractual relationships in the financial year are presented in the remuneration report. Conflicts of interest of Management Board or Supervisory Board members, which must be disclosed to the Supervisory Board without delay, did not occur.
In the financial year 2023, no services going beyond the Supervisory Board mandate were rendered by Supervisory Board members on behalf of the 3U Group. The Management Board of 3U HOLDING AG also intends to ensure the independence of its Supervisory Board members in future when awarding contracts.
Directors’ dealings
The remuneration of members of the Management Board and the Supervisory Board is explained in the remuneration report published as part of the Annual Report. The remuneration system of Management Board members was last put to the vote at the Annual General Meeting on 20 May 2021, which approved the Management Board remuneration system by 77.91% of the votes cast. The emoluments of the members of the Supervisory Board are regulated in the company’s Articles of Association and are disclosed, along with further information on the remuneration system and on actual remuneration, in the remuneration report. The resolution on the adjusted remuneration system for Supervisory Board members was passed by the Annual General Meeting on 15 May 2023, an approval rate of 96.22 %.
The report on the remuneration of Management Board and Supervisory Board pursuant to Section 162 AktG has also been published on the company’s website at www.3u.net under the Investor Relations / Corporate Governance heading. It reports on the total remuneration received by Management Board and Supervisory Board members, includes further information on the remuneration system pursuant to Section 87a para. 1 and 2, sentence 1 of the German Stock Corporation Act (AktG), as well as the auditor’s opinion.
To finance the tax levied on the financial advantage in connection with exercising share options, the company granted Management Board member Andreas Odenbreit a loan of EUR 0.25 million in December 2022 which was fully repaid in January 2023. In addition, Management Board members Christoph Hellrung and Uwe Knoke availed themselves of loans amounting to EUR 0.35 million in March 2023, also to be used to finance the tax incurred by exercising share options. Furthermore, two loans totalling EUR 2.9 million were granted to Supervisory Board member Michael Schmidt in March 2023 at conditions customary in the market. These loans were due for repayment before the end of the second quarter of 2023. Otherwise, no advances or loans were granted to members of the Supervisory Board. The company has not entered into any contingent liabilities in favour of Supervisory Board members.
Corporate reporting
3U is committed to a high level of transparency with regard to its shareholders, the capital market in general, its employees and stakeholders. The company reports regularly on the financial and business success as well as on current events and developments in the operating business of the company and in the Group. It seeks to engage in dialogue with disseminators such as analysts and journalists and actively addresses questions and suggestions from third parties. It observes the relevant laws and regulations, in particular the provisions of the EU Market Abuse Regulation and the German Securities Trading Act. All interested parties can also register on an IR distribution list on the website, which will always update them with news from the Group.
In engaging in dialogue with the capital market, 3U aspires to inform all target groups comprehensively, equally and promptly and to provide the facts relevant to valuation to the highest possible standard.
The annual financial statements and consolidated financial statements as well as the combined management report for the Group and the company for each financial year are prepared within the first three months of the following year. They are audited by the auditor elected by the Annual General Meeting and approved and adopted by the Supervisory Board. The consolidated financial statements in the form of an annual report in German and English, as well as the annual financial statements of the company and the combined management report, are published no later than 90 days after the end of the financial year.
3U prepares and publishes an interim financial report on the first six months of each financial year within 45 days after the end of the half-year. Also within 45 days after the end of the first and third quarters, 3U publishes a quarterly statement in which it gives an account of the business results of the first and third quarters respectively. The third quarter report also includes a presentation on the development of the first nine months of the respective financial year.
Current company presentations are available on the website. There, the Investor Relations department also provides extensive data and facts which assist analysts and investors in gaining a better understanding and in evaluating 3U’s business and its value prospects. The company’s Articles of Association can be accessed there, as well as the consolidated financial statements and interim reports and information on the implementation of the recommendations and suggestions of the German Corporate Governance Code.
3U publishes significant changes to the shareholder structure without delay if the company is informed that voting rights thresholds subject to reporting have been reached, exceeded or fallen short of. All publications can be viewed at www.3u.net under the Investor Relations / The Share / Voting rights notifications.
Recurring dates such as the date of the Annual General Meeting or the publication dates of interim reports can be found in a financial calendar published in the Annual Report, in the interim reports and on the company’s website. Other dates are also displayed on the 3U website, such as participation in analyst or capital market conferences.
The website also provides information on current developments in the Group. All press releases and ad hoc announcements of 3U HOLDING AG are published on the website in German and English in the Newsroom / Latest news section. Interviews with members of the Management Board, recordings of radio interviews and videos are also available. These are also available on the “3U HOLDING AG” channel on the www.youtube.com platform.
Directors’ dealings
Pursuant to Article 19 of the EU Market Abuse Directive, directors’ dealings by the Management Board and of the Supervisory Board are published on the website under the Investor Relations / Directors’ Dealings heading.
Statutory auditing
Ebner Stolz GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Bonn, (now: RSM Ebner Stolz GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Bonn) were selected as auditors by the Annual General Meeting on 15 May 2023 and were commissioned accordingly by the Supervisory Board to audit the annual financial statements at company and at Group level. The Supervisory Board requested the auditor’s declaration of independence and received it on 27 March 2024.
The first time RSM Ebner Stolz GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Bonn, was commissioned with auditing was for the financial statements of the 2018 financial year. Regarding the audit conducted on the 2023 financial statements at Group and at company level, along with the combined management report, Mr. Alexander Schönberger will assume the role of the auditor responsible for the first time following the internal rotation of the audit team.
Marburg, in March 2024
On behalf of the Management Board
Christoph Hellrung, Andreas Odenbreit, Uwe Knoke
On behalf of the Supervisory Board
Ralf Thoenes
Profile
3U HOLDING AG acquires, operates and sells companies in the three segments of Information and Telecommunications Technology (ITC), Renewable Energies (RE) and Sanitary, Heating and Air Conditioning Technology (SHAC) with the objective of creating value added for all stakeholders. The 3U Group operates successfully through its business models which are aligned to megatrends in all three segments. The Group strives to achieve market leadership, especially in its e-commerce business model.
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