Expert Corporate Governance Service (ECGS)
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Gerresheimer - AGM 06 June 2019

General: Gerresheimer is a leading global partner to the pharma and healthcare industries. The Company's product portfolio includes pharmaceutical packaging and products for the administration of medicines: insulin pens, inhalers, micro pumps, prefillable syringes, injection vials, ampoules, bottles and containers for liquid and solid medicines with closure and safety systems as well as packaging for the cosmetics industry. Its international business is split into three divisions: Plastics & Devices, Primary Packaging Glass and Advanced Technologies.

As of 24 April 2019, NN Group N.V. and Stichting Pensioenfonds ABP each held between 10% and 15% and BNP Paribas Asset Management Holding S.A. and Eton Park (EP Overseas Fund Ltd. & EP Master Fund Ltd.) each held between 3% and 5% of the Company's shares.

In financial year 2017/2018, Group revenues increased by 1.4% to EUR 1.37bn, EBIT decreased by 22.9% to EUR 139.5m and net income attributable to the shareholders of Gerresheimer AG increased by 27.8% to EUR 129.0m.

On 5 February 2018, CEO Dr. Christian Fischer resigned from the Management Board with immediate effect for personal reasons. According to the Company, the decision was "not based on diverging views regarding the strategy or business performance". Dr. Fischer had assumed his position only on 1 September 2017.

On 6 September 2018, the Supervisory Board appointed Dietmar Siemssen as CEO with effect from 1 November 2018.

Item 4: We recommend to oppose the discharge of the Chairman of the Supervisory Board's Presiding Committee ("Chairman's Committee"), Dr. Axel Herberg, due to the granting of a significant severance payment to the former CEO Dr. Christian Fischer. Dr. Fischer left the Management Board at his own request and we therefore do not consider him being eligible to a severance payment and the payment as such as well as its volume as inappropriate. As the discharge of Supervisory Board members is proposed in a bundled resolution, however, we recommend shareholders to oppose the discharge of the Supervisory Board as a whole.

Item 6: The Management Board and the Supervisory Board propose that the Supervisory Board remuneration shall be converted to a purely fixed remuneration and that the fixed amounts shall therefore be increased. ECGS favours the introduction of a purely fixed remuneration as we consider variable remuneration for non-executives may impair independence and may inhibit objective reviews of strategy. However, we assess the absolute amount of remuneration under the amended system as above market practice and consider the increase as not acceptable. We therefore recommend to oppose the proposed changes to the Company's Articles of Association.

Gerresheimer AG

Gerresheimer is a holding company. Through its subsidiaries, Co. manufactures glass and plastic products for the pharma and healthcare industry. Co.'s operates in three divisions: Plastics & Devices, which its product portfolio includes products for the administration of medicines, such as insulin pens, inhalers, and prefillable syringes; Primary Packaging Glass, which produces glass primary packaging for medicines and cosmetics, such as pharma jars, ampoules, injection vials, cartridges, perfume flacons, and cream jars; and Life Science Research, which produces laboratory glassware for research, development, and analytics, such as beakers, Erlenmeyer flasks, and measuring cylinders.


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