Expert Corporate Governance Service (ECGS)
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Evonik Industries - AGM 31 Augusut 2020

General: The AGM is to be held in the form of a virtual AGM in accordance with the German Law 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 postal vote or by granting authority to the proxies designated by the Company.

Item 2: In view of the recent events relating to COVID-19, ECGS is in favour of postponing decisions on the dividend, reductions or suspensions that would allow companies to avoid liquidity risks or not generate risk for their survival. In fact, the COVID-19 pandemic has a major impact on the chemicals industry as a whole and also impacted Evonikns business. On 7 May 2020, the Company lowered its guidance for financial year 2020 due to the COVID-19 pandemic. In light of the current uncertainties, ECGS considers that it is not in the long-term interest of the Company to propose an unchanged dividend in this uncertain environment. Thus, although we would not have had an unfavourable opinion on the proposed dividend distribution in a different environment, as it is covered by earnings and free cash flow, we will not have a negative opinion if the Company changes the amount distributed to shareholders. In the meantime, we exceptionally recommend shareholders to abstain from voting.

Item 4: We recommend to oppose the discharge of the Supervisory Board as a whole given a repeatedly low attendance quota of Ms. Titzrath both at Supervisory Board and Audit Committee meetings.

Item 7: We recommend to oppose the approval of the remuneration system for the Management Board members due to concerns over insufficient disclosure which fails to enable us to assess the remuneration structure under the new system.

Item 8: We recommend to oppose the approval of the remuneration of the Supervisory Board members as we assess the absolute amount of remuneration as significantly exceeding market practice.

Evonik Industries AG

Steag, through its subsidiaries, is engaged mainly in power generation and related industries. Co.'s business is divided into five units: Power generation, Decentralized Energy Supply, Foreign Power Plants, Gas Distribution, and Coal Trading.


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