Corporate Governance Statement according to § 289f HGB
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 into account company and industry-specific aspects, 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.
1. Corporate governance principles in the Group of 3U HOLDING AG
- General information on the Company and the corporate bodies
3U HOLDING AG (hereinafter also referred to as 3U or the Company) with its registered office in Marburg is the parent company of the 3U Group and a listed public limited company with a two-tier management system: it has a Supervisory Board and a Management Board. It is entered into the Commercial Register of the Marburg District Court under HRB 4680.
The address of the Company is: Frauenbergstraße 31– 33, 35039 Marburg, Germany.
The shares of 3U HOLDING AG are listed on the Frankfurt Stock Exchange. They are also traded on the electronic platforms of XETRA and Tradegate as well as on the German regional stock exchanges. 3U meets the transparency requirements of the Prime Standard segment of Deutsche Börse AG.
The corporate purpose of 3U HOLDING AG 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 3U Group’s business activities are largely focused on Germany, as well as on neighbouring European countries. The core business of the Group is currently combined in the segments ITC (information and telecommunications technology), renewable energies and SHAC (sanitary, heating and air conditioning technology). In its Group strategy, 3U HOLDING AG pays particular attention to the main growth drivers of cloud computing (in the segment ITC segment) and online trading (in the SHAC segment). The Company is legally represented by two members of the Management Board or by one member of the Management Board together 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, qualification 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.
Similarly, the Supervisory Board draws up a competence profile for duties as a member of the Supervisory Board and reviews its validity at regular intervals with regard to any changes in the environment and adjusts it accordingly. It also reviews the degree to which the Board’s respective composition reflects the competence profile.
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.
1.2. Group structure
The Group structure with all the shareholdings of 3U is described in detail in the notes to the consolidated financial statements (which are part of the annual report and can be viewed at www. 3u. net under Investor Relations / Reports) and in the notes to the separate annual financial statements of the Company (which can be found at www.3u.net under Investor Relations / Annual General Meeting).
1.3. Declaration regarding the German Corporate Governance Code
Declaration of Conformity pursuant to § 161 (1) of the
German Stock Corporation Act (AktG)
(Sections 289f (2) no. 1, 315d of the German Commercial Code (HGB))
Since the last declaration of conformity of 26 March 2021, 3U HOLDING AG has complied with the recommendations of the “Government Commission on the German Corporate Governance Code” in the then applicable version of the German Corporate Governance Code dated 20 March 2020, apart from the exceptions listed below:
- Recommendation A. 1: 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.
- Recommendations D. 2, D. 3 and D. 5: Due to the small number of its members, the Supervisory Board has not formed any committees. It performs the respective functions of the audit committee and the nomination committee as a whole body.
- Recommendation F2: The publication of the full Annual Report on the financial year 2021 was put back at the end of March 2022 due to the transfer to the ESEF data format necessary at the time when this declaration was signed and because this is a precondition for the subsequent approval and adoption of the financial statements by the Supervisory Board.
- Recommendation G. 6: In a deviation from recommendation G6, the Spokesman of the Management Board does not receive variable remuneration accruing from the achieving of long-term oriented goals. Determining variable remuneration in this way would have either placed the Spokesman of the Management Board in a worse position or disproportionately favoured him compared with the previous remuneration system. Due to the remuneration system currently valid for their existing employment contracts, the other members of the Management Board do not receive any variable compensation from achieving long-term targets for the time being. Since the beginning of 2022, employment contracts signed with all other members of the Management Board correspond to the recommendation under G. 6.
- Recommendation G. 10: In deviation from recommendation G10, the Supervisory Board refrains from granting share-based variable remuneration to the Spokesman of the Management Board. The Supervisory Board does not consider the incentive intended by recommendation G10 through share-based remuneration components to be effective in the case of the Spokesman of the Management Board in view of his extensive shareholdings. Due to the remuneration system still applicable to their existing contracts, the other members of the Management Board were not granted any share-based variable remuneration for the time being. Since the beginning of 2022, employment contracts signed with all other members of the Management Board correspond to the recommendation under G. 10.
- Recommendation G. 18: The remuneration of the Supervisory Board is regulated in Article 9 of the Company’s Articles of Association. It consists of a fixed remuneration and performance-related components. The payment of a bonus in the event of the distribution of a dividend of more than EUR 0. 05 per share for the past financial year to the shareholders, as well as the payment of bonuses in the event of subsidiaries being listed on the stock exchange are not geared towards the long-term development of the Company but serve to align the interests of board members with the interests of the shareholders.
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.
1.4. Systems of corporate governance and control
Professional and efficient corporate management and control in the Group is based on governance, risk and compliance systems.
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, the risk management system and the compliance management system. Dovetailing between the internal control system, risk management system and compliance management system 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 Spokesman of 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.
Key features of our opportunity and risk management system, as well as of the internal control system, can be found 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 “zero tolerance”. 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
In order to meet the increasingly demanding requirements and expectations and to further reduce the resulting risks, the compliance management system is developed on a running basis. The key components of compliance management consist of a value management system, a whistleblowing process, along with other organisational and procedural regulations. A whistleblower hotline has been set up. All indications of misconduct are investigated.
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 bound by instructions, is also responsible for the further development and implementation of compliance management in the Group. His 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 parent company and in the operating subsidiaries. Similar to all processes and facilities in the 3U Group, they are subject to a continuous improvement process.
2. Management Board
- Composition of the Management Board
Spokesman of the Management Board is Michael Schmidt (born 1966). He is responsible for strategy development in the Company and for the Group. He was appointed to the Management Board in 2002 and has been its spokesman since 2011.
Uwe Knoke (born 1969) is responsible for finance. He was appointed CFO of 3U Holding AG in November 2021.
Andreas Odenbreit (born 1976) is responsible for the Legal and Human Resources departments. He was appointed to the Management Board of 3U HOLDING AG in 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 member of the Management Board, managing director or authorised signatory in companies affiliated with 3U.
The Management Board therefore currently 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 appropriate in view of the size and structure of the Company. Furthermore, continuity in the proven cooperation of the Management Board should not be interrupted in the interest of the Company and its shareholders. Moreover, since the Supervisory Board does 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 that diverges from the status quo. For this reason, and to avoid specifying a target the achieving of which the Supervisory Board does not consider to be in the interests of the Company in view of the proven composition of the Management Board, the Supervisory Board continues to stand by its determination of 30 September 2015 that the target for the proportion of women on the Management Board of 3U HOLDING AG is 0 %.
3U HOLDING AG attaches importance to a process-oriented approach and flat management structures. There is currently only one management level below the Management Board at 3U HOLDING AG, which currently consists of one male member. The Management Board continues to stand by its determination of 30 September 2015 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 structure, a percentage allocation does not seem useful.
At Group level, the first management level below the Management Board consists of the managing directors of the operative group companies.
There are no further specifications in the sense of a diversity concept.
Further information on the members of the Management Board is available on the Company’s website at www.3u.net under the Company / Management heading.
2.2. 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. It 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. This philosophy 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 as required.
The complete corporate philosophy is only published internally.
2.3. Procedures of the Management Board
The Board of Management 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, usually weekly, 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 – and to the extent that – deviations from the planning are foreseeable.
2.4. 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.
2.5. Remuneration of the Management Board
The remuneration system for the Board of Management can be found in the documents for the Annual General Meeting on 20 May 2021, which will be published on the Company’s website www. 3U. net under Investor Relations / Annual General Meeting. The remuneration report pursuant to Section 162 of the German Stock Corporation Act (AktG) for the past financial year is an integral part of the Group management report, which is available on the Company’s website www. 3U. net under Investor Relations / Reports. It also reports on the total remuneration of the members of the Board of Management and includes further information on the remuneration system, the actual remuneration and the auditor’s opinion.
Part of the variable remuneration of the Spokesman of the Management Board is paid on a monthly basis. Otherwise, no advances or loans were granted to members of the Management Board. The Company has not entered into any contingent liabilities in favour of Management Board members.
3. Supervisory Board
- Composition of the Supervisory Board
The Supervisory Board consists of three members. All three members of the Supervisory Board were elected by the shareholders at the Annual General Meeting of the Company on 3 May 2018. 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 2022 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 holds Supervisory Board mandates in two 3U Group companies: 3U Energy AG and weclapp SE. He does not hold any other supervisory board mandates outside the 3U Group. He has long-standing professional experience in the field of auditing within the meaning of Section 100 (5) AktG. Ralf Thoenes has been a member of the Supervisory Board for more than twelve years. In the view of the Supervisory Board, he can nevertheless be deemed independent of the Company and of the Management Board as he contributes his long-term experience to the benefit of the Company while maintaining the critical distance necessary for discharging his office.
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. In addition, he serves on the Supervisory Board of weclapp SE. He does not hold any other supervisory board mandates outside the 3U Group. He has many years of experience in accounting within the meaning of Section 100 (5) AktG.
The third member of the Supervisory Board is Jürgen Beck-Bazlen (born 1962). He was elected to the Supervisory Board of 3U HOLDING AG in 2015. He does not hold any other Supervisory Board mandates.
Accordingly, the Supervisory Board currently consists of three 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 being 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. It continues to stand by its determination of 30 September 2015 that the target 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.
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.
3.2. Procedures of the Supervisory Board
The Supervisory Board of 3U HOLDING AG has not formed any committees. 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.
Between meetings, the Chairman of the Supervisory Board maintains regular contact with the Management Board, in particular with the Spokesman of the Management Board, and discusses issues of strategy, business development, the risk situation, risk management and compliance of the Company with him.
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 is conducted on the basis of a questionnaire verified by legal experts. The responses of Supervisory Board members were the subject of debate at a Supervisory Board meeting. The results 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 are publicly accessible on the Company’s website (www.3u.net) under the “Corporate Governance” heading.
3.3. 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 2021 financial year. It is also available for viewing and downloading as a separate document on the websites of the Company and Investor Relations / Annual General Meeting at the latest as of the convening of each Annual General Meeting.
There were no significant 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 withot delay, did not occur.
In the financial year 2021, 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.
3.4. Supervisory Board remuneration and securities transactions
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, which is available for downloading as part of the annual report at www.3u.net under the Investor Relations / Reports heading.
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.
4. Securities transactions by members of the Management and of the Supervisory Board
In the 2021 financial year, Supervisory Board member Jürgen Beck-Bazlen sold 5,700 shares in the Company. Otherwise, neither Management Board nor Supervisory Board members have entered into transactions involving the Company’s securities.
The following members of the Board of Management held the following interests in the Company’s capital as of 31 December 2021:
|Name||Function||Shares in units||Voting interest|
|Michael Schmidt||Spokesman of the Management Board||8,999,995||25. 49 %|
|Andreas Odenbreit||Management Board||20,500||0. 06 %|
As of 31 December 2021, the following Supervisory Board members held shares in the Company’s capital as follows:
|Name||Function||Shares in units||Voting interest|
|Ralf Thoenes||Chairman of the Supervisory Board||25,000||0. 07 %|
|Stefan Thies||Supervisory Board||33,084||0. 09 %|
|Jürgen Beck-Bazlen||Supervisory Board||1,364,300||3. 86 %|
5. Corporate reporting and auditing
5.1. 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.
It 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 dialogue with multipliers 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 Internet pages. There, the Investor Relations department also provides extensive data and facts that 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.
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 Investor Relations/IR News and Press 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 platform www.youtube.com.
Ebner Stolz GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Bonn, were elected as auditors by the Annual General Meeting on 20 May 2021 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 25 March 2021.
The first time Ebner Stolz GmbH & Co. KG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft, Bonn, was commissioned with auditing was for the financial statements of the 2018 financial year. The auditors responsible are Martin Theis and Burkhard Völkner.
5.3. Remuneration report
The report on the remuneration of Management Board and Supervisory Board pursuant to Section 162 AktG has been published on the Company’s website at www.3u.net under the Investor Relations / Corporate Governance heading. It also reports on the total remuneration of the members of the Board of Management and includes further information on the remuneration system, the actual remuneration and the auditor’s opinion.
6. Information required under takeover law pursuant to Sections 289a and 315a of the German Commercial Code (HGB)
Appointment and dismissal of the Management Board and amendments to the Articles of Association
The Management Board is appointed and dismissed in accordance with Sections 84, 85 of the German Stock Corporation Act (AktG). Amendments to the Articles of Association are generally based on Sections 179, 133 AktG. However, in accordance with Article 13 (2) of the Articles of Association in conjunction with Section 179 (2) sentence 2 AktG, resolutions of the Annual General Meeting are adopted by a simple majority of the votes cast, unless a different majority is required by law. If, in addition, the German Stock Corporation Act stipulates a majority of the share capital represented at the time of the resolution, the simple majority of the capital represented is sufficient, as far as legally permissible.
Share capital and powers of the Management Board to issue or buy back shares
The share capital consists of 35,314,016 no-par value bearer shares. All shares grant the same rights. Each share confers one vote and is decisive for a share in the profit. The rights and obligations arising from the shares are based on the statutory provisions.
For more detailed information on shareholders’ equity, please refer to the notes to the consolidated financial statements (Note 6. 8).
As of 31 December 2021, the Company’s bodies held shares in the Company’s capital as described above.
Michael Schmidt, Spokesman of the Management Board, holds 25. 49 of the shares in the Company.
Other holders of shareholdings in excess of 10 % of the shares in the Company are not known.
Pursuant to Article 3 (4) of the Articles of Association, the Management Board is authorised, with the approval of the Supervisory Board, to raise the share capital on one or more occasions on or before 19 May 2026 by a total of up to EUR 7,062,803. 00 through issuing new no-par value bearer shares against cash and/or non-cash contributions. With the approval of the Supervisory Board, the Management Board may exclude the subscription right of the shareholders in whole or in part only in the following cases:
- in the case of capital increases against contributions in kind for granting shares for the purpose of acquiring companies, parts of companies or interests in companies or for acquiring other assets (including third-party claims against the Company or companies affiliated with the Company) and for the purpose of issuing shares to employees of the Company and companies affiliated with the Company within the framework of the statutory provisions;
- to the extent necessary to grant holders of warrants and convertible bonds issued by the Company or by its subsidiaries the right to subscribe to new shares as would accrue to them if they were to exercise the warrant or conversion rights or upon the option and conversion obligations being fulfilled;
- for fractional amounts;
- in the event of capital increases against cash contribution if the issuing price of the new shares, in terms of Sections 203 (1) and (2) and 186 (3) sentence 4 of the German Stock Corporation Act, is not significantly less than the stock market price of the shares already listed of the same class and terms of issue at the time when the final issue price is determined by the Management Board and the share in share capital of the new shares for which subscription rights are excluded does not exceed 10 % of the existing share capital on the date of issue of the new shares.
Shares sold during the period of validity of Authorised Capital to the exclusion of shareholders’ subscription rights pursuant to Sections 71 (1) item 8 sentence 5, 186 (3) sentence 4 AktG, as well as shares to which a conversion or option right or a conversion or option obligation are attached and that have been issued since this authorisation was granted to the exclusion of subscription rights pursuant to Sections 221 (4), 186 (3) sentence 4 AktG shall be counted towards the maximum limit of 10 % of the share capital. The Management Board is authorised, with the approval of the Supervisory Board, to determine the further details of the capital increase and its execution, including the content of share rights and the conditions of the share issue.
Pursuant to Article 3 (5) of the Articles of Association, the Company’s share capital is raised conditionally by up to EUR 3,531,401. 00 divided into up to 3,531,401 shares (Contingent Capital 2016/I). The contingent capital increase will only be carried out to the extent that the holders of option rights issued by the Company on the basis of the authorising resolution of the Annual General Meeting of 25 May 2016 and 3 May 2018 exercise their option rights. New bearer shares participate in profit as from the beginning of the financial year for which, upon exercising of the option right, no resolution of the Annual General Meeting has been passed on the appropriation of profit.
The Management Board is authorised, with the approval of the Supervisory Board, to determine further details of the conditional capital increase and its implementation.
The Company launched a share option programme on 6 December 2018 under which the first tranche of share options was issued until 9 December 2018. The subscription rights can only be exercised upon expiry of a holding period of four years after issuance. Of a total of 2,771,998 share options issued under this scheme, 606,000 share options had expired as of the balance sheet date on 31 December 2021. Of the share options issued in December 2018, there were still 1,785,998 units as per 31 December 2021 which could be exercised as from December 2022.
Each option right entitles the holder to purchase a share in the Company at an exercise price of EUR 1. 24 per share.
No agreements in the event of a takeover offer
In the event of a takeover offer for 3U HOLDING AG, no agreements exist for members of the Management Board.
Notification pursuant to Section 19 Market Abuse Directive (MAR)
According to Section 19 of the Market Abuse Directive (EU) NO. 596/2014, persons serving in management capacity at 3U HOLDING AG must notify 3U HOLDING AG and the German Financial Supervisory Authority BaFin of their transactions involving shares of 3U HOLDING AG or related financial instruments, in particular derivatives. This obligation is also incumbent on persons closely connected with the aforementioned persons insofar as the sum total of the transactions of a person with management duties and persons in a close relationship with this person reaches EUR 20,000. 00 by the end of the calendar year. No transactions in these dimensions were reported to 3U HOLDING AG in the financial year now ended.
Disclosure of securities transactions
In so far as they are concluded, all share transactions of board members are posted on the website of 3U HOLDING AG (www.3u.net) under the “Investor Relations/Directors’ Dealings” heading in accordance with Article 19 MAR.
7. Shareholders’ rights at the Annual General Meeting
The shareholders of 3U HOLDING AG exercise their rights at the Annual General Meeting of the Company which is chaired by the Chairman of the Supervisory Board in accordance with the Articles of Association.
The Annual General Meeting takes place once a year. Each share grants one vote.
Shareholders may exercise their voting rights at the Annual General Meeting either themselves or through a proxy of their choice or through a proxy of the Company bound by instructions. All documents and information on the Annual General Meeting are available at an early stage on the Company’s website.
The remuneration system will also be presented for the first time for approval by the Annual General Meeting, which will decide on the financial statements for the 2021 financial year.
8. Related parties
Business with other related parties pertains primarily to supply and service relationships which were conducted at standard market conditions (arm’s length transactions) and consulting services provided at market rates.
These transactions were carried out with related parties/companies of companies/managers of Group companies.
Further disclosures on transactions with related parties can be found in the notes to the consolidated financial statements where they are described in detail under Note 8. 3.
Düsseldorf and Marburg, 31 March 2022
Chairman of the Supervisory Board
Spokesman of the Management Board
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.