Pva Tepla Ag · XETR:TPE
Pva Tepla — Shareholder Meeting (August 2024)
15 slides from Pva Tepla's shareholder meeting presentation, Aug 30, 2024
Slide 1: PVA TePla AG AGM 2024 – Agenda Outline
PVA TePla AG AGM 2024 –AGENDA OUTLINE
Slide 2: AGM on 30 Aug 2024 – Agenda Items
AGM ON 30 AUG 2024 AGENDA ITEMS 1: Presentation of the approved annual financial 8: Approval of the remuneration report for the 2023 statements financial year prepared and audited in accordance with Section 162 AktG 2: Resolution on the appropriation of the net profit 9: Approval of the compensation
Slide 3: Agenda Item 2: Appropriation of Net Profit for Strategic Investments
AGENDA ITEM 2 APPROPRIATION OF NET PROFIT FOR STRATEGIC INVESTMENTS Management and Supervisory Board propose to carry forward PVA TePla AG's net retained profits. Rationale: Mid-term goal: Doubling revenue by 2028 High investments required, with peak in 2024 and 2025 Ensuring long-term growth as wel
Slide 4: Strategy 2028
TARGET: STRATEGY 2028 DOUBLING SALES TO GROWING INTO BALANCED REVENUE STREAMS € 500 MILLION BY 2028 Technology Split Growth Drivers Regional Split North America Metrology Decarbonization + Asia Mobility + Digitization Material Solutions Europe INVESTING IN INNOVATION AND STRATEGIC ORGANIZATIONAL DEV
Slide 5: Investments: Capex Projection
INVESTMENTS: CAPEX PROJECTION SUPPORTING FUTURE GROWTH WITH INVESTMENT PEAK IN 2024/2025 KEY INVESTMENT AREAS: North America North America Showroom/Assembly capacities Innovation Innovation up to EUR Technology Hub 60m Training- & Education Centre Infrastructure and Capacity Infrastructure and Capac
Slide 6: Agenda Items 5 + 6: Auditor Elections
AGENDA ITEMS 5 + 6 AUDITOR ELECTIONS (COMPANY, GROUP AND SUSTAINABILITY REPORT) Proposed Auditor: PricewaterhouseCoopers GmbH, Frankfurt am Main. Rationale: Introduction of the Corporate Sustainability Reporting Directive (CSRD) requires extended audit First audit of the sustainability report in 202
Slide 7: Agenda Item 7: Election of Supervisory Board Members
AGENDA ITEM 7 ELECTION OF SUPERVISORY BOARD MEMBERS Alexander von Witzleben and Prof. Dr. Markus H. Thoma have decided not to stand for re-election as members of the Supervisory Board. The Supervisory Board has identified Dieter May and Christoph von Seidel as candidates to be proposed to the Annual
Slide 8: Agenda Item 7: Election of Supervisory Board Members
AGENDA ITEM 7 ELECTION OF SUPERVISORY BOARD MEMBERS In future, the Supervisory Board intends to stipulate a membership threshold and a nomination committee is intended to be set up. Criteria for the selection of the new Supervisory Board Members were: Personal suitability, diversity, and professiona
Slide 9: Brief Profiles of the Proposed Candidates
AGENDA ITEM 7 BRIEF PROFILES OF THE PROPOSED CANDIDATES Dieter May Christoph von Seidel Rudolf Weichert Founder and CEO Auditor and Management Board, INDUS Villa Vallebuia tax consultant Holding AG Master's Degree, Electrical Study of Economics, Business Graduate (Diplom Engineering, Microelectronic
Slide 10: Agenda Item 9: Compensation System
AGENDA ITEM 9 COMPENSATION SYSTEM Proposal: Approval of a new compensation system for the Management Board which fosters the company growth and corporate strategy. Rationale: Align with current market standards, regulatory requirements and recommendations of the German Corporate Governance Code (new
Slide 11: Remuneration Policy: Management Board & Supervisory Board
REMUNERATION POLICY MANAGEMENT BOARD & SUPERVISORY BOARD Adjustments towards objectives: Adjustment of the incentive effect of the variable remuneration for the Management Board by establishing new targets and weightings Introduction of a share based long-term remuneration for the Management Board I
Slide 12: Remuneration Policy: Management Board STI
REMUNERATION POLICY MANAGEMENT BOARD: STI Features of the STI Targets Financial targets (70%): Target Achievement (0% - 140%) o EBITDA (45%) o Revenue (25%) EBITDA 45% (Non-financial) targets derived from strategy + Payout in EUR STI Target Revenue 25% (including ESG) (30%) (Cap: 140% of Amount x =
Slide 13: Remuneration Policy: Management Board LTI
REMUNERATION POLICY MANAGEMENT BOARD: LTI Features of the LTI Payout in EUR LTI Target Amount (Cap: 200% of Target in EUR Plan Type Performance Share Plan Amount) / = Payout In cash or in shares Start FYn FYn FYn FYn End +1 +2 +3 Targets Financial targets (70%): Share Price Performance Period Share
Slide 14: Remuneration Policy: Supervisory Board
REMUNERATION POLICY SUPERVISORY BOARD Supervisory Board Fees Rationale Role Fee (2021) Fee (2025) The number of tasks, the workload and the Chair 70,000 100,000 time required for Supervisory Board activities Vice-Chair 40,000 60,000 have increased significantly due to constantly Member 25,000 40,000
Slide 15: Agenda Items 10, 11 & 12: Amendment of Articles
AGENDA ITEMS 10, 11 & 12 AMENDMENT OF ARTICLES, SECTIONS 14, 21 & 23 Proposal: Articles of Association Amendments: Changes to align with regulatory requirements and to remove provisions with no scope of application Item 10: Amend article 14 to reflect changes in Supervisory Board remuneration set ou