Expert Corporate Governance Service (ECGS)
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Proxy Report 21/06/2018

General: Steico develops, produces and markets ecological construction products made of renewable raw materials. The Company is the European market leader for wood-fibre insulation materials.

Steico SE is listed on the Basic Board segment of the Frankfurt Stock Exchange and the m:access segment of the Munich Stock Exchange, which are not organised markets within the meaning of the German Securities Trading Act. Therefore, the Company is not a capital market-oriented company within the meaning of this legal requirement and subject to reduced statutory obligations as well as less strict admission criteria, followon obligations and transparency requirements. Among others, Steico SE is not subject to the obligation to issue an annual declaration detailing the extent to which it follows the recommendations of the German Corporate Governance Code. Overall transparency is thus significantly below German market practice. As of 31 December 2017, Chairman/CEO Udo Schramek (via Schramek GmbH) held 61.1% of the Company's shares. In financial year 2017, Group revenues increased by 10.2% to EUR 230.3m, EBIT
increased by 20.2% to EUR 22.0m and Group net income attributable to the shareholders of Steico SE increased by 31.9% to EUR 15.3m.

Item 5: The Company shall be authorised until 20 June 2023 to increase the share capital by up to EUR 7,041,732 (~50% of the share capital) by issuing shares against contributions in cash and/or in kind. The total shares issued while disapplying preemptive rights under the proposed and all existing authorisations may reach up to 50% of the share capital which significantly exceeds our guidelines according to which we accept a maximum potential dilution of 10%. We recommend opposition.

Steico SE

Steico SE is a Germany-based company engaged in the construction industry. The Company develops, produces and distributes ecological building products made from renewable raw materials. Its product portfolio consists of insulation solutions for roof, dry walls, ceiling and floor constructions, including STEICOflex, a flexible cavity insulation; STEICOformwork, robust formwork beams for economic formwork solutions; STEICOtherm, a solid heat insulation for roofs, walls and topping elements; STEICOuniversal, a sheathing board for all constructions; STEICOfloor, a floor insulation system protecting from heat and impact sound; STEICOglulam, structural engineered elements; STEICOprotect, removing the need for a ventilated cavity allowing for thinner wall constructions, and STEICOunderfloor, an impact sound insulation, among others. As of December 31, 2011, it operated through seven subsidiaries located in Poland, the United Kingdom and France.


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