EUR 1000.00 For Business Accounts Only

Varta – AGM 18 June 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.

 

Varta AG produces and markets an extensive battery portfolio from microbatteries, household batteries, energy storage systems to customer-specific battery solutions for a wide range of applications. The Group currently employs almost 4,000 people. With five production and manufacturing facilities in Europe and Asia as well as sales centers in Asia, Europe and the USA, the operating subsidiaries of Varta are currently active in over 75 countries worldwide. The strategic goal of Varta and its subsidiaries is to be a leading, global, battery supplier in the booming market segments for renewable energy sources.

 

The Company has issued 40,421,686 shares that amount to a share capital of EUR 40,421,686.

 

The Chairman of the Supervisory Board, Prof. DDr. Michael Tojner, holds a stake amounting to 58.33% in Varta AG through Montana Tech Components AG (MTC) (via stakes of 56.86% and 1.47% respectively in MTC's subsidiaries VGG GmbH and ETV Montana Tech Holding AG). The Capital Group Companies, Inc./Small Cap World Fund holds between 3% and 5% of the Company's shares.

 

In financial year 2019, Group revenues increased by 33.5% to EUR 362.7m, EBIT increased by 91.9% to EUR 70.8m and Net Income attributable to shareholders of Varta AG increased by 99.5% to EUR 50.4m.

 

Item 4: The Company has chosen the legal option to opt-out from individual disclosure

of Management Board members' remuneration. ECGS is opposed to such opting-out proposals. Furthermore, 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 and abolishes the option to opt-out from individual remuneration disclosure. 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: KPMG, Stuttgart, is proposed as auditor for the current financial year. KPMG audits the Company since 2017. Ratio of non-audit/audit fees was 50.1% during the year under review and 75.6% over a three-year aggregate period which exceeds our guidelines. We therefore recommend opposing the proposal.