Statement by GfBk regarding uncertainties at the flatexDEGIRO AG Annual General Meeting
Kulmbach (ots) - To clarify GfBk's position on the agenda items for the Annual
General Meeting on June 4, 2024, we would like to make the following fundamental
clarification: We support numerous agenda items set by the Executive Board. When
we express a contrary opinion, it is from the perspective of a shareholder
focusing on the overall well-being of the company and all other shareholders.
In particular, we would like to clarify the following:
General Meeting on June 4, 2024, we would like to make the following fundamental
clarification: We support numerous agenda items set by the Executive Board. When
we express a contrary opinion, it is from the perspective of a shareholder
focusing on the overall well-being of the company and all other shareholders.
In particular, we would like to clarify the following:
1. We fully support the share buyback program in all proposed variants (agenda
items 9 to 12).
2. Regarding the urgency of the removal of the Chairman of the Supervisory
Board:
a) Control Mechanism and Supervision : The Chairman of the Supervisory Board, as
a long-standing chairman, is significantly responsible for the composition of
the Executive Board and governance within it. The flatexDEGIRO AG Executive
Board consisted of only two members for a long time, with almost all tasks and
responsibilities concentrated on the CEO. There was no division of tasks within
the Executive Board, which is customary for good governance in a company of this
size. Additionally, the Chairman of the Supervisory Board generally maintained
only bilateral communication with the CEO, with limited communication with the
second board member. An appropriate expansion of the board in view of the
company's size was initiated by the Chairman of the Supervisory Board only
during and due to the extraordinary BaFin audit. However, a proactive and
initiative-driven approach to compose the management board should have been one
of his essential duties.
b) BaFin Findings : The communication of the news regarding the crucial BaFin
finding was an organizational failure for all shareholders. Regardless of legal
and regulatory questions: The disastrous result of the BaFin special audit and
the profit warning published on a Saturday evening under the title 'flatexDEGIRO
expands the board and clarifies financial expectations for 2022' and was
destroying trust of shareholders in the company. The stock lost 37% of its value
on the following trading day and took a year to recover to its pre-announcement
level.
As the Chairman of the Supervisory Board himself writes in a letter to the
shareholders, there are still relevant findings by BaFin that have not been
fully resolved.
c) Compensation - Pay for Performance : During the restructuring process of the
board due to BaFin findings, both board members appointed at that time resigned.
However, this board received a distribution of EUR 25,857,622 through a
participation program in 2023 - more than a third of the company's total result
for that year. This distribution of 25.8 million euros largely went to the two
items 9 to 12).
2. Regarding the urgency of the removal of the Chairman of the Supervisory
Board:
a) Control Mechanism and Supervision : The Chairman of the Supervisory Board, as
a long-standing chairman, is significantly responsible for the composition of
the Executive Board and governance within it. The flatexDEGIRO AG Executive
Board consisted of only two members for a long time, with almost all tasks and
responsibilities concentrated on the CEO. There was no division of tasks within
the Executive Board, which is customary for good governance in a company of this
size. Additionally, the Chairman of the Supervisory Board generally maintained
only bilateral communication with the CEO, with limited communication with the
second board member. An appropriate expansion of the board in view of the
company's size was initiated by the Chairman of the Supervisory Board only
during and due to the extraordinary BaFin audit. However, a proactive and
initiative-driven approach to compose the management board should have been one
of his essential duties.
b) BaFin Findings : The communication of the news regarding the crucial BaFin
finding was an organizational failure for all shareholders. Regardless of legal
and regulatory questions: The disastrous result of the BaFin special audit and
the profit warning published on a Saturday evening under the title 'flatexDEGIRO
expands the board and clarifies financial expectations for 2022' and was
destroying trust of shareholders in the company. The stock lost 37% of its value
on the following trading day and took a year to recover to its pre-announcement
level.
As the Chairman of the Supervisory Board himself writes in a letter to the
shareholders, there are still relevant findings by BaFin that have not been
fully resolved.
c) Compensation - Pay for Performance : During the restructuring process of the
board due to BaFin findings, both board members appointed at that time resigned.
However, this board received a distribution of EUR 25,857,622 through a
participation program in 2023 - more than a third of the company's total result
for that year. This distribution of 25.8 million euros largely went to the two