Traton - AGM 23 September 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: Management and Supervisory Board are proposing a dividend of EUR 1.00 per share. 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 commercial vehicle industry as a whole and on Traton's business in particular. Although we would not have had an unfavourable opinion on the proposed dividend distribution in a different environment, 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: 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 Presiding Committee, Hans Dieter Pötsch. Furthermore, we note the insufficient attendance of Supervisory Board Vice Chairman Athanasios Stimoniaris, who attended less than half of the meetings of the Supervisory Board and the committee on which he served in financial year 2019, which is below our attendance threshold exceeding 75%, without an adequate justification for his absence. As the discharge is proposed in a bundled resolution we recommend shareholders to oppose the discharge of the Supervisory Board as a whole.
Items 5a and 5b: Following an audit tender in financial year 2019, Ernst & Young, Munich, is proposed as auditor for the current financial year and for a potential review of additional interim financial information for financial year 2021 until the next AGM. Due to the alleged involvement of the Munich branch of Ernst & Young in the recent accounting scandal at Wirecard AG, we recommend shareholders to abstain from voting until the allegations are fully resolved.
Traton SE is a Germany-based manufacturer of commercial vehicles. The Company operates through a number of brands, which includes MAN, a commercial vehicle manufacturer, which specializes in the production of vans, as well as city buses and intercity and travel coaches; Scania, which provides transport solutions, heavy duty vehicles for long-distance and distribution transport, as well as construction vehicles; Volkswagen Caminhoes E Onibus, which is a provider of light-to heavy-duty trucks and bus for markets, such as Latin America and Africa, and Rio, which is a global brand for digital services in the transport industry that offers an open, vendor-neutral and cloud-based platform for freight transport.
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