Dürr – AGM 28 May 2020
WARNING: The AGM is to be held in the form of a virtual AGM in accordance with the German Act to Mitigate the Consequences of the COVID-19 Pandemic. The physical presence of shareholders or their authorised proxies is not possible. The voting rights may therefore be exercised solely by way of postal voting or by granting authority to the proxies designated by the Company.
General: Dürr is one of the world's leading mechanical and plant engineering firms with extensive expertise in automation and digitisation/Industry 4.0. The Group operates globally with its Dürr, Schenck and HOMAG brands. In addition to North America and Western Europe, it is also strongly represented in the emerging markets.
As of 31 December 2019, the Dürr family held 29.1%, MainFirst, Alecta Pensionsförsäkring, Harris Associates, New York Life Insurance Company and Credit Suisse Fund Management S.A. each held between 3% and 5% of the Company's shares.
In financial year 2019, Group revenues increased by 1.3% to EUR 3.9bn, EBIT decreased by 16.1% to EUR 195.9m, net income attributable to the shareholders of Dürr AG decreased by 11.0% to EUR 124.1m. Free Cash Flow increased by 2.3% to EUR 92.5m.
We note that the CEO, Mr. Dieter, was granted a special payment of EUR 15m by Heinz Dürr GmbH in 2019, in recognition of his "long-standing contribution as CEO". The payment is due in December 2020.
Item 4: The remuneration system for the Management Board has not yet been put to shareholder approval. We note that the German Law Implementing the Second Shareholders' Rights Directive (ARUG II), which came into force on 1 January 2020, requires companies to submit the remuneration system to shareholder approval by 2021 at the latest. In line with our guidelines we would in principle recommend opposing the discharge of the Chairman of the Supervisory Board's Personnel Committee ("Chairman's Committee"), Karl-Heinz Streibich. However, as the discharge is proposed in a bundled resolution we recommend shareholders to oppose the discharge of the Supervisory Board as a whole.
Item 5: Ernst & Young, Stuttgart, is proposed as auditor for the current financial year. We have no concerns over the ratio of non-audit/audit fees but note that Ernst & Young has audited the Company since at least the financial year 2002 which exceeds our maximum acceptable term of office. We therefore recommend opposing the re-election of Ernst & Young as auditor.
Duerr is a mechanical and plant engineering group based in Germany. Co. operates through five divisions: Paint and Assembly Systems (production and paint finishing technology for automotive bodyshells and aircraft); Application Technology (products and systems for automated painting applications as well as sealing and glueing technology); Measuring and Process Systems (machines and systems for use in engine, drive construction and final assembly); Clean Technology Systems (plant and equipment for purifying exhaust gases produced by industrial processes and energy efficiency technologies for production processes); and Woodworking Machinery and Systems (machinery for the woodworking industry).
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