Annual Shareholders' Meeting 2025
The Annual General Meeting of technotrans SE took place
on Friday, May 16, 2025 at 10:00 (CEST)
The venue of the Annual General Meeting within the meaning of the SE Regulation and the German Stock Corporation Act (AktG) is Münsterland Hall Exhibition and Congress Centre (MCC), Albersloher Weg 32, 48155 Münster, Germany.
The invitation to the Annual General Meeting was published in the Federal Gazette on April 7, 2025.
The exercising of shareholder rights, and in particular the right to vote, is subject to timely and formally correct registration until
Friday, May 9, 2025, 24:00 (CEST).
At the time of convening the Annual General Meeting the company’s capital stock amounted to EUR 6,907,665.00, divided into 6,907,665 no par value shares carrying eligibility to participate and vote. The company did not held any treasury shares at the time of convening.
Further
Information
Information to our
Shareholders
Registration
In order to exercise your rights as shareholders, you must register in due time. You can conveniently register for the Annual General Meeting via the password-protected shareholder portal.
You will receive your personal access data together with the invitation and registration documents..
Please register by Friday, May 9, 2025, 24:00 (CEST).
All shareholders who are recorded in the share register are eligible to participate and vote. If you receive the documents through a bank, then you are not recorded in the share register. In this case, please ask your bank to submit your details to the share register, so that in future you could directly be approached as a shareholder and are able to directly exercise your shareholder rights.
You also have the option of registering by E-mail to anmeldestelle@computershare.de, quoting your full address and shareholder number.
Even after registering you have the option of appointing another person, a bank or an association of shareholders to represent your voting rights or of appointing the instructions-bound proxy of the company to represent your voting rights. To do this, please use the registration confirmation sent to you or use our E-mail address anmeldestelle@computershare.de, quoting your shareholder number and your full name.
Please note that the proxy cannot exercise your voting rights without express instructions from you.
For postal voting, please likewise use the voting instruction card.
Contact details for your registration, authorization of another person, a bank or an association of shareholders or the instructions-bound proxy of the company to represent your voting rights:
technotrans SE
c/o Computershare Operations Center
80249 München
E-Mail: anmeldestelle@computershare.de
Explanation of shareholders' rights pursuant to Section 121 (3) No. 3 AktG and further information.
For technical questions regarding the shareholder portal, please contact:
Computershare Operations Center
E-mail: aktionaersportal@computershare.de
Phone: +49 89 30903-6330
Our Investor Relations Team will be pleased to answer general questions about the Annual General Meeting at any time:
technotrans SE
Investor Relations
E-mail: investor-relations@technotrans.de
Phone: +49 2583 301 1868
Doors open at 9:00 hours
By car
Adresses for your navigation system:
Messe und Congress Centrum Halle Münsterland
Albersloher Weg 32
48155 Münster
P1 (North) P3 (Stadthaus III)
Lippstädter Str. 1 Kiesekamps Mühle
48155 Münster 48155 Münster
By train
The Messe und Congress Centrum Halle Münsterland is located 15 minutes' walk from Münster main station. Please use the Bremer Platz exit and then follow the road to the right, always straight ahead across the Hansaring/Hafenstraße junction. Of course you can also take the bus lines 6, 8 and 17 (exit City) or a taxi.
Public transport in Münster
Three bus lines (6,8 and 17) connect the Messe und Congress Centrum Halle Münsterland with the main railway station and the city centre. Get off at "Messe und Congress Centrum Halle Münsterland/Stadthaus 3" (Line 17: "Stadtwerke/Cineplex").
Further informationen:
www.mcc-halle-muensterland.de/en/arrival/
Information and documents referring
to the items of the agenda
Presentation of the established annual financial statements of technotrans SE at December 31, 2024, of the approved Consolidated Financial Statements at December 31, 2024, 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 2024 financial year.
> Explanatory note on Agenda Item 1
> Annual report of technotrans SE as of December 31, 2024 (German only)
> Group Annual Report of technotrans SE as of December 31, 2024
Resolution on the election of one new Supervisory Board member
The term of office of Ms Andrea Bauer as a shareholder representative on the Supervisory Board ends with this year’s Annual General Meeting. A resolution on a replacement member on the Supervisory Board is consequently required at this year’s Annual General Meeting.
Pursuant to Article 12 of the Articles of Incorporation, 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.
The following election proposal of the Supervisory Board is based on the recommendation of the Nominating Committee. It takes account of the Supervisory Board’s self-drafted skills and job profile, which is intended to maintain the specialist expertise, diversity and experience of the Board as a whole. The skills and job profile is set out in the Corporate Governance Declaration, which is published as part of the Annual Report and is accessible as a separate document on company's website. In their proposal, the Nominating Committee and full Supervisory Board have observed the provisions of Sections 100 (5), 107 (4) third sentence AktG on the prerequisites for the composition of the full Supervisory Board and the Audit Committee.
Based on the proposal of the Nominating Committee, the Supervisory Board proposes that Ms Karin Sonnenmoser be elected as shareholder representative to the Supervisory Board of technotrans SE with effect from the close of the 2025 Annual General Meeting. Ms Sonnenmoser is to be elected for the period up until the close of the Annual General Meeting which gives discharge for the third financial year from the start of the period of office.
The financial year in which the period of office begins is not counted. In that respect election shall be for the period up until the close of the Annual General Meeting in the year 2029.
Resolution on the approval of the remuneration report of technotrans SE for the 2024 financial year.
The Board of Management and Supervisory Board, pursuant to Section 120a AktG, present the Remuneration Report of technotrans SE for the 2024 financial year prepared pursuant to Art. 9 SE Regulation in conjunction with Section 162 AktG and audited by the auditor PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Osnabrück, pursuant to Art. 9 SE Regulation in conjunction with Section 162 (3) AktG, as well as the unqualified audit opinion, to the Annual General Meeting for approval.
The Supervisory Board and Board of Management propose that the Remuneration Report of technotrans SE for the 2024 financial year prepared and audited pursuant to Art. 9 SE Regulation in conjunction with Section 162 AktG be approved.
> Remuneration Report of technotrans SE for the 2024 financial year
Resolution on the remuneration system of the Board of Management of technotrans SE
Pursuant to Section 120a (1) AktG, in the case of listed companies the approval of the remuneration system for the Board of Management members presented by the Supervisory Board is to be resolved upon in the event of a material change, but at a minimum every four years. The remuneration system of the Board of Management of technotrans SE was last presented and approved at the Annual General Meeting on May 7, 2021. A resolution on the remuneration system of the Board of Management is therefore due again at the 2025 Annual General Meeting.
The Supervisory Board of technotrans SE has examined and refined the remuneration system of the Board of Management and therefore presents a revised remuneration system of the Board of Management (“Remuneration System 2026”) for approval. The proposed changes serve in particular to bring the performance-related remuneration more closely in line with the strategic objectives and corporate management of technotrans SE.
The Remuneration System 2026 was resolved by the Supervisory Board on April 1, 2025 and is to be implemented such that the Board of Management remuneration is agreed and assessed on this basis for the financial years beginning on January 1, 2026. A detailed description of the remuneration system of the Board of Management of technotrans SE is enclosed under Section B II. “Annex to Agenda Item 9 – Remuneration system for the Board of Management of technotrans SE” after the Agenda. The description is also available on the internet and will also be accessible there during the Annual General Meeting.
The Supervisory Board of technotrans SE therefore proposes that the remuneration system of the Board of Management resolved by the Supervisory Board and made known to the Annual General Meeting and enclosed with this notice of convening be approved.
> Remuneration system for the Board of Management of technotrans SE
Resolution on the remuneration system of the Supervisory Board of technotrans SE and a corresponding amendment to Article 17 of the Articles of Incorporation of technotrans SE
The remuneration arrangements currently in place for the Supervisory Board of technotrans SE were set by resolution of the Annual General Meeting on May 7, 2021 in Article 17 of the Articles of Association of the company and the accompanying system approved. In the course of regular examination of the Supervisory Board remuneration, the Board of Management and Supervisory Board have concluded that the existing remuneration system of the Supervisory Board should be simplified and the remuneration of the Supervisory Board members adjusted to assure an attractive and competitive level of remuneration also for the long term. An adjusted remuneration system of the Supervisory Board is therefore presented to the Annual General Meeting to be resolved on.
Compared to the previous system and the previous provisions in Article 17 of the Articles of Incorporation, in particular the attendance fee for plenary and committee meetings is to be abolished, going forward. In addition the fixed remuneration of the Supervisory Board members is to be increased from EUR 30,000 p.a. to EUR 40,000 p.a. Furthermore, the remuneration for the members of the Audit Committee is to be raised from EUR 7,500 p.a. to EUR 10,000 p.a. and for the Chair of the Audit Committee from EUR 15,000 p.a. to EUR 20,000 p.a.
In implementation of this new remuneration, the remuneration system – as enclosed under Section B III. “Annex to Agenda Item 10 – Remuneration system of the Supervisory Board of technotrans SE and synopsis of the Articles of Incorporation amendment” and also made known on the internet – is to be adjusted and at the same time Article 17 of the Articles of Incorporation of the company be redrafted. Provided the resolution is passed, the corresponding entry on the Commercial Register will be made promptly after the Annual General Meeting. The new Supervisory Board remuneration will then apply for the first time to the financial year commencing on January 1, 2026. The corresponding documents will be available permanently on the internet and also to the Annual General Meeting.
The Board of Management and Supervisory Board of technotrans SE therefore propose that the following resolution be passed:
The remuneration system for the members of the Supervisory Board of technotrans SE enclosed after the Agenda under Section B III. “Annex to Agenda Item 10 – Remuneration system of the Supervisory Board of technotrans SE and synopsis of the Articles of Incorporation amendment“ is resolved. In light of this, Article 17 of the Articles of Incorporation of technotrans SE is redrafted as follows:
“Article 17 Remuneration of Supervisory Board members
- The members of the Supervisory Board shall receive, over and above reimbursement of their expenses, a fixed remuneration of EUR 40,000.00 for each full financial year of service on the Supervisory Board. The Chairman shall receive twice the fixed amount of remuneration, and the Deputy Chairman one and a half times the fixed amount.
- The members of a committee formed by the Supervisory Board – with the exception of the Audit Committee – shall furthermore receive an additional fixed annual remuneration of EUR 5,000.00 each for this activity; the members of the Audit Committee shall receive an additional annual fixed remuneration of EUR 10,000.00 each for this activity. The Chairman of a committee shall in each case receive double the amount.
- The remuneration of Supervisory Board members according to Paragraphs 1 and 2 shall be due and payable at the close of the Annual General Meeting that gives discharge for the preceding financial year.
- Members of the Supervisory Board who have not held office for a full financial year shall receive pro rata temporis remuneration pursuant to Paragraphs 1 and 2, in accordance with their period of office.
- The company shall reimburse every Supervisory Board member for the value-added tax due on their remuneration.
- In addition, the company shall reimburse the calculated pro rata share of an insurance premium for third party financial loss insurance (D&O policy) paid by the company in an arm’s length transaction and taken out in its own name in favour of the Supervisory Board members.”
There are no further amendments to the Articles of Incorporation of the company.
The amendments to Article 17 of the Articles of Incorporation apply for the first time to Supervisory Board remuneration for the financial year commencing on January 1, 2026.
> Articles of Incorporation of technotrans SE
> Remuneration system of the Supervisory Board of technotrans SE
> Synopsis of the Articles of Incorporation amendment